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Home My WebLink About FULL PACKET_2019-01-15MINUTES OF THE SPECIAL CITY COUNCIL MEETING OF THE CITY COUNCIL OF THE CITY OF SANTA ANA, CALIFORNIA 11, 2018 - 2016-2018 CITY COUNCIL - CALLED TO ORDER ATTENDANCE PUBLIC COMMENTS — NONE PRESENTATION OF THE COLORS PLEDGE OF ALLEGIANCE NATIONAL ANTHEM COUNCIL CHAMBER 22 CIVIC CENTER PLAZA SANTA ANA, CA 6:08 P.M. COUNCILMEMBERS Present: MIGUEL A. PULIDO, Mayor MICHELE MARTINEZ, Mayor Pro Tem P. DAVID BENAVIDES VICENTE SARMIENTO JOSE SOLORIO SAL TINAJERO JUAN VILLEGAS COUNCILMEMBERS Absent: None STAFF Present: RAUL GODINEZ, II, City Manager SONIA R. CARVALHO, City Attorney MARIA D. HUIZAR, Clerk of the Council HONOR GUARD, SANTA ANA POLICE DEPARTMENT HEATHER RILEY, POLICE CHAPLAIN KENDALL PENALOZA AND ROSIE BAILON ASHELY FERRAEZ DIAZ, ORANGE COUNTY SCHOOL OF THE ARTS CITY COUNCIL MINUTES 1 DECEMBER 11, 2018 10A-1 PUBLIC COMMENT - None. RESOLUTION 55A RESOLUTION DECLARING THE NOVEMBER 6, 2018 GENERAL MUNICIPAL ELECTION RESULTS - CHARTER AMENDMENT, MEASURE X, Y, Z AND AA AND THE ELECTION OF CERTAIN OFFICERS {STRATEGIC PLAN NO. 5, 11 — Clerk of the Council Office MOTION: 1. Adopt a resolution. RESOLUTION NO. 2018-091 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA DECLARING THE RESULTS OF THE GENERAL MUNICIPAL ELECTION HELD ON NOVEMBER 6, 2018 2. Execute Ordinance No. NS -2952 approved by the voters adding Article VII to Chapter 35 of the Santa Ana Municipal Code related to a transactions and use tax to be administered by the California Department of tax and fee administration 3. Execute Ordinance No. NS -2962 approved by the voters adding Article XIII to Chapter 21 of the City of Santa Ana Municipal Code related to a commercial cannabis business license tax imposed for general municipal purposes, subject to the approval of a majority bf`the voters voting at the general municipal election held on November 6, 2018 MOTION: Martinez VOTE: AYES: NOES: ABSTAIN: ABSENT: SECOND: Sarmiento Benavides, Martinez, Pulido, Sarmiento, Solorio, Tinajero, Villegas (7) None (0) None (0) None (0) CITY COUNCIL MINUTES 2 DECEMBER 11, 2018 10A-2 CLOSING REMARKS Mayor Pro Tem Martinez, welcomed incoming Councilmembers and offered words of encouragement. Reflected on achievements accomplished and ongoing efforts to address City needs. Thanked all for their support and contributions. Councilmember Benavides, noted privilege to serve alongside City Council, goals accomplished on behalf of residents, and staff efforts to address community needs. Encouraged City Council to identify core priorities, to promote support, and to achieve accountability at all levels. Thanked family and friends for their support. Councilmember Tinajero, noted City Council was the first Council comprised of all Latino's in the United States. Shared accomplishments achieved on behalf of the community. Thanked family and friends for their support. PRESENTATION • PROCLAMATIONS AND CITY TILES presented to MAYOR PRO TEM MICHELE C. MARTINEZ, COUNCILMEMBER P. DAVID BENAVIDES AND COUNCILMEMBER SAL TINAJERO for their exceptional service to the residents of the City of Santa Ana during their tenure, 2006-2018. Mayor Pulido adjourned the 2016-2018 City Council Meeting at 6:49 p.m. Clerk of the Council Huizar Assumed the Chair. OATH OF OFFICE ADMINISTERED TO OFFICERS ELECTED Name Title Administered by: Miguel A. Pulido Mayor David Pulido David Penaloza Councilmember, Ward 2 Maria Huizar, Clerk of the Council Roman Reyna Councilmember, Ward 4 Pete Adame Cecilia Iglesias Councilmember, Ward 6 Honorable Supervisor Andrew Do Clerk of the Council Huizar introduced and convened the 2018-2020 City Council. Mayor Pulido assumed the Chair. CITY COUNCIL MINUTES 3 DECEMBER 11, 2016 10A-3 - 2018-2020 CITY COUNCIL - CALLED TO ORDER ATTENDANCE REGULAR BUSINESS ITEM 7:01 P.M. COUNCILMEMBERS Present: MIGUEL A. PULIDO, Mayor CECILIA IGLESIAS DAVID PENALOZA ROMAN REYNA VICENTE SARMIENTO JOSE SOLORIO JUAN VILLEGAS COUNCILMEMBERS Absent: None STAFF Present: RAUL GODINEZ, II, City Manager SONIA R. CARVALHO, City Attorney MARIA D. HUIZAR, Clerk of the Council 60A ELECTION OF MAYOR PRO TEM, 2018-2020 {STRATEGIC PLAN NO. 5, 11 — Clerk of the Council Office Councilmember Villegas nominated self, seconded by Councilmember Iglesias. There were no other nominations. By acclamation the City Council elected Juan Villegas as Mayor Pro Tem. CITY COUNCIL COMMENTS Councilmember Sarmiento, welcomed incoming Councilmembers and offered words of encouragement. Thanked outgoing Councilmembers for their service. Councilmember Reyna, shared thoughts on his decision to run for City Council and encouraged Councilmembers to provide positive leadership to the community. Councilmember Penaloza, noted opportunity to move City forward and work with City Council to address community needs. Thanked all for their support. CITY COUNCIL MINUTES 4 DECEMBER 11, 2018 10A-4 Councilmember Solorio, noted need to fill City vacancies and continue efforts towards public safety and City needs. Mayor Pro Tem Villegas, thanked outgoing Councilmembers for their service and noted commitment to meet the interests of the City. Councilmember Iglesias, noted commitment to move City in a positive direction and thanked all for their support. Mayor Pulido, noted opportunity to make a difference in the City in the next two years and personal goal to further develop OC Street Car project. ADJOURNED- 7:21 P.M. - The next regular meeting of the City Council is scheduled for Tuesday, December 18, 2018 at 5:00 for the Closed Session Meeting immediately followed by the Regular Open Business Meeting at 5:45 p.m. in the Council Chamber, 22 Civic Center Plaza, Santa Ana, California. INSTALLATION RECEPTION Bowers Museum 2002 N. Main Street Santa Ana, CA 92706 Maria D. Huizar, Clerk of the Council CITY COUNCIL MINUTES 5 DECEMBER 11, 2018 10A-5 10A-6 MINUTES OF THE REGULAR MEETING OF THE CITY COUNCIL OF THE CITY OF SANTA ANA, CALIFORNIA DECEMBER 18, 2018 CLOSED SESSION MEETING CALLED TO ORDER COUNCIL CHAMBER 22 CIVIC CENTER PLAZA 5:07 P.M. ATTENDANCE COUNCILMEMBERS Present: MIGUEL A. PULIDO, Mayor (5:08 p.m.) JUAN VILLEGAS, Mayor Pro Tem CECILIA IGLESIAS DAVID PENALOZA ROMAN REYNA VICENTE SARMIENTO JOSE SOLORIO COUNCILMEMBERS Absent: NONE STAFF Present: RAUL GODINEZ, II, City Manager SONIA R. CARVALHO, City Attorney MARIA D. HUIZAR, Clerk of the Council PUBLIC COMMENTS — NONE COUNCIL RECESSED TO Room 147 for Closed Session discussion at 5:08 P.M. CLOSED SESSION ITEMS - The Brown Act permits legislative bodies to discuss certain matters without members of the public present. The City Council finds, based on advice from the City Attorney, that discussion in open session of the following matters will prejudice the position of the City in existing and anticipated litigation: 1. CONFERENCE WITH LEGAL COUNSEL --EXISTING LITIGATION pursuant to Paragraph (1) of subdivision (d) of Section 54956.9 of the Government Code: a. Orange County Catholic Worker, et al. v. Orange County, et al.., U.S. District Court (Central District of California), Case No. SA CV 18 -0155 -DOC (KESx) CITY COUNCIL MINUTES 1 DECEMBER 18, 2018 1OB-1 b. City of Santa Ana v. County of Orange et al., (Cross -Complaint), U.S. District Court (Central District of California), Case No. SA CV 18 -0155 -DOC (KESx) c. City of Santa Ana v. McDonald's Corporation, Orange County Superior Court, Case No. 30-2015-00775718-CU-EI-CJC d. Carlos Roias v City of Santa Ana Orange County Superior Court, Case No. 30 -2017 -00946219 -CU -OE -CJ C e. City of Santa Ana v. Crown Castle NG West LLC Orange County Superior Court, Case No. 30-2018-00988490-CU-MC-CJC CONFERENCE WITH LABOR NEGOTIATOR pursuant to Government Code Section 54957.6(a): Agency Negotiators: Executive Director of Human Resources, Steven V. Pham, and Peter Brown of Liebert Cassidy Whitmore Employee Organizations: Santa Ana Police Officers Association (POA), 3. Public Employee Employment/ Evaluation of Performance / Discipline or Dismissal / Release pursuant to Government Code 54957(b)(1) Title: City Manager. (Placed on Agenda Pursuant to Charter 411 by Mayor Pulido and Mayor Pro Tem Villegas) CLOSED SESSION REPORT — See Agenda Item 19A for reportable action. ADJOURNED CLOSED SESSION AND CONVENED TO THE REGULAR OPEN SESSION AT 6:30 P.M. CITY COUNCIL MINUTES 10 B-2 DECEMBER 18, 2018 CALLED TO ORDER REGULAR OPEN SESSION COUNCIL CHAMBER 22 CIVIC CENTER PLAZA SANTA ANA, CA 6:34 P.M. ATTENDANCE COUNCILMEMBERS Present: MIGUEL A. PULIDO, Mayor JUAN VILLEGAS, Mayor Pro Tem CECILIA IGLESIAS DAVID PENALOZA ROMAN REYNA VICENTE SARMIENTO JOSE SOLORIO COUNCILMEMBERS Absent: NONE STAFF Present: RAUL GODINEZ, II, City Manager SONIA R. CARVALHO, City Attorney MARIA D. HUIZAR, Clerk of the Council PLEDGE OF ALLEGIANCE MAYOR PULIDO INVOCATION BOB BARNETT, POLICE CHAPLAIN CLOSED SESSION REPORT — Refer to Agenda Item 19A for reportable action. PUBLIC COMMENTS — (Agendized items) • Alan Woo, opined need in community is high. Requested City Council to support item 29A. • Ryan Reza Farsai, expressed concern over debt burden being placed on tax payers and lack of fiscal responsibility. CITY COUNCIL MINUTES 3 DECEMBER 18, 2018 10 B-3 13A. COUNCILMEMBER PENALOZA NOMINATED THE FOLLOWING FOR A FULL TERM EXPIRING DECEMBER 13, 2022 AS THE WARD 2 REPRESENTATIVES {STRATEGIC PLAN NO. 5, 1) - Clerk of the Council Office FIRST NAME LAST NAME BOARD REPLACES Nancy Bailon Environmental & Salmon, G. Sandoval Transportation Advisory Committee S. Angie _ Gomez Recreation and Parks, Contreras, G. Wood, G. Board of 13B COUNCILMEMBER REYNA NOMINATED THE FOLLOWING FOR A FULL TERM EXPIRING DECEMBER 13, 2022 AS THE WARD 4 REPRESENTATIVES {STRATEGIC PLAN NO. 5, 11 - Clerk of the Council Office FIRST NAME I LAST NAME I BOARD I REPLACES P. David lBenavides IPlanning Commission IReyna, R. 13C. COUNCILMEMBER IGLESIAS NOMINATED THE FOLLOWING FOR A FULL TERM EXPIRING DECEMBER 13, 2022 AS THE WARD 6 REPRESENTATIVES {STRATEGIC PLAN NO. 5, 1} - Clerk of the Council Office FIRST NAME LAST NAME I BOARD REPLACES Everlena Oliver Arts and Culture Pena Sarmiento, Commission S. Mike Tardif Community Wood, G. Redevelopment and Housing Commission Chris Schmidt Environmental & Wood,. Transportation Advisory Committee Steven Nguyen Historic Resources McLoughlin, M. Commission Angie Icano 1planning Commission IMendoza, B. Art Pedroza Recreation and Parks, Barrows, S. Board of CITY COUNCIL MINUTES 4 DECEMBER 18, 2018 10 B-4 MOTION: Appoint members as referenced in Agenda Item 13A, 13B and 13C. MOTION: Solorio VOTE: AYES: NOES: ABSTAIN ABSENT: SECOND: Penaloza Iglesias, Penaloza, Pulido, Reyna, Sarmiento, Solorio (6) None (0) None (0) Villegas (1) CLERK OF THE COUNCIL HUIZAR ADMINISTER OATH OF OFFICE TO THE FOLLOWING NEWLY APPOINTED COMMISSIONERS: Arts and Culture Commission Everlena Oliver Community Redevelopment and Housing Commission Mike Tardif Environmental and Transportation advisory Committee Nancy Sandoval Bailon Historic Resources Commission Steven Nguyen Board of Recreation and Parks Angie Gomez, and Art Pedroza CONSENT CALENDAR ITEMS MOTION: Approve staff recommendations on the following Consent Calendar iterns10A through 29A, with the following modifications: • Mayor Pulido continued consideration of Agenda Item 19F for 30 days. • Mayor Pro Tem Villegas pulled Agenda Item 25C for separate discussion; • Councilmember Iglesias pulled Agenda Items 22A, 25A, 250, 25P, and 25Q for separate discussion; • Councilmember Solorio pulled Agenda Item 25N for separate discussion; and CITY COUNCIL MINUTES 5 DECEMBER 18, 2018 1 OB -5 MOTION: Sarmiento VOTE: AYES: NOES: l_1:13r_1124 ABSENT: MINUTES SECOND: Solorio Iglesias, Penaloza, Pulido, Reyna, Sarmiento, Solorio, Villegas (7) None (0) None (0) None (0) ADMINISTRATIVE MATTERS 10A. MINUTES FROM THE REGULAR MEETING OF DECEMBER 4, 2018 {STRATEGIC PLAN NO. 5, 1) — Clerk of the Council Office MOTION. Approve Minutes. MISCELLANEOUS ADMINISTRATION 19A. CONFIRMATION OF CLOSED SESSION ACTION(S) — City Attorney's Office MOTION: Approved settlement agreements as follows: 1. CONFERENCE WITH LEGAL COUNSEL --EXISTING LITIGATION pursuant to Paragraph (1) of subdivision (d) of Section 54956.9 of the Government Code: c. City of Santa Ana v. McDonald's Corporation Orange County Superior Court, Case No. 30-2015-00775718-CU-EI-CJC; Settlement in the amount of $1.55 million for goodwill value approved by a vote of 7-0. d. Carlos Roias v City of Santa Ana, Orange County Superior Court, Case No. 30-2017-00946219-CU-OE-CJC; Settlement in the amount of $350,000 approved by a vote of 5-2 (Sarmiento and Solorio dissented), (AGMT. No. 2018-306). 19B. EXCUSED ABSENCES — NONE CITY COUNCIL MINUTES 6 DECEMBER 18, 2018 19C. STRATEGIC PLAN MONTHLY REPORT FOR NOVEMBER 2018 {STRATEGIC PLAN NO. 5, 1)- City Manager's Office The Strategic Plan Monthly Reports are available on the City's website at: https://www.santa-ana.org/cm/creating-our-future-strategic-planning-process . MOTION: Receive and file. 19D. NONPROFIT COMMUNITY DEVELOPMENT BLOCK GRANT APPLICATION PROCESS FOR FISCAL YEAR 2019 — 2020 {STRATEGIC PLAN NO. 5) — Community Development Agency MOTION: Receive and file. 19E. FISCAL YEAR 2017-18 COMPREHENSIVE ANNUAL FINANCIAL REPORT, RELATED AUDIT REPORTS, FUND BALANCE REPORT AND GENERAL FUNDS CARRY FORWARD {STRATEGIC PLAN NO. 4, 1) — Finance and Management Services Agency MOTION: Receive and file the following items: 1. The Auditor's unmodified "clean" opinion letter for the fiscal year 2017-18 Audited Financial Statements included in the Comprehensive Annual Financial Report (CAFR) 2. Government Auditing Standards (GAS) Letter 3. Audit Committee Letter 4. Air Quality Management District (AQMD) Audited Financial Statements 5. The Auditor's report on the Appropriations Limit (GANN Limit) 6. The Auditor's report on compliance with the Statement of Investment Policy 7. List of all fund balances prepared by staff 8. List of unspent General Fund budget items carried forward from fiscal year 2017-18 to fiscal year 2018-19 19F. AUTHORIZATION TO NEGOTIATE AN EXCLUSIVE NEGOTIATING AGREEMENT WITH CARIBOU INDUSTRIES FOR RENOVATION AND REUSE OF THE YMCA PROPERTY LOCATED AT 203-205 W. CIVIC CENTER DRIVE {STRATEGIC PLAN NO. 3, 5A) - Community Development Agency Continued from the November 20, 2018 City Council meeting by a vote of 6-1 (Benavides dissented). MOTION: Continue consideration of matter for 30 days. CITY COUNCIL MINUTES 7 DECEMBER 18, 2018 10 B-7 MOTION: Penaloza VOTE: AYES: NOES: ABSTAIN: ABSENT: SECOND: Sarmiento Iglesias, Penaloza, Pulido, Reyna, Sarmiento, Solorio, Villegas (7) None (0) None (0) None (0) BUDGETARY MATTERS APPROPRIATION ADJUSTMENTS 20A. APPROVE AN APPROPRIATION ADJUSTMENT AND LEASE AGREEMENT WITH WALSH CONSTRUCTION COMPANY II, LLC FOR OFFICE SPACE AT THE SANTA ANA REGIONAL TRANSPORTATION CENTER (STRATEGIC PLAN NO. 3, 2C) — Public Works Agency MOTION: Authorize the City Manager and Clerk of the Council to execute a site lease agreement with Walsh Construction, to compensate the City $8,055 per month, with the first month prorated at $265 per day, for the lease of 4,429 square feet of office space located at the Santa Ana Regional Transportation Center, for the three-year term beginning on December 19, 2018, and ending December 18, 2021, with an option for month-to-month extensions for up to twelve months, for a total of $375,460 in lease revenue for the entire term of the agreement, including optional extensions, subject to non -substantive changes approved by the City Manager and City Attorney (AGMT. No. 2018-281). 2. Approve an appropriation adjustment. (Requires five affirmative votes). APPROPRIATION ADJUSTMENT NO. 2019-052 - Recognizing Fiscal Year 2018-19 lease income in the amount of $40,275 into the SARTC Operations Rental -Walsh Construction Revenue Account and appropriating the same amounts to the SARTC Operations Contractual Services expenditure account. CITY COUNCIL MINUTES 8 DECEMBER 18, 2018 ' woo 20B. APPROVE AN APPROPRIATION ADJUSTMENT AND EXECUTE LEASE AGREEMENT WITH PGH WONG ENGINEERING, INC. FOR OFFICE SPACE AT THE SANTA ANA REGIONAL TRANSPORTATION CENTER {STRATEGIC PLAN NO. 3, 2C) — Public Works Agency MOTION: Authorize the City Manager and Clerk of the Council to execute a site lease agreement with PGH Wong Engineering, Inc., to compensate the City $5,000 per month, with the first month prorated at $165 per day, for the lease of 2,507 square feet of office space located at the Santa Ana Regional Transportation Center, for the three-year term beginning on December 19, 2018, and ending December 18, 2021, with an option for two one-year extensions, for a total of $300,230 in lease revenue for the entire term of the agreement, including optional extensions, subject to non -substantive changes approved by the City Manager and City Attorney (AGMT. No. 2018-282). 2. Approve an appropriation adjustment. (Requires five affirmative votes). APPROPRIATION ADJUSTMENT NO. 2019-053 - Recognizing Fiscal Year 2018-19 lease income in the amount of $32,145 into the SARTC Operations Rental -PGH Wong Engineering Revenue Account and appropriating the same amounts to the SARTC Operations Contractual Services expenditure account. SPECIFICATIONS — PURCHASE OF EQUIPMENT AND SERVICES 22A. AWARD PURCHASE ORDER TO LOS ANGELES TRUCK CENTERS, LLC, FOR TWO COMPRESSED NATURAL GAS CRANE TRUCKS (SPECIFICATION NO. 18-078) {STRATEGIC PLAN NO. 6, 2) - Finance and Management Services Agency; and Public Works Agency Councilmember Iglesias, requested staff to clarify agreement terms and purchase price. Facilities and Fleet Maintenance Manager John Aguilar, provided City Council with overview of agreement, long-term green initiative plan, and confirmed purchase price is in line with market rate. MOTION: Authorize a one-time purchase and payment of purchase order to Los Angeles Truck Centers, LLC, for the procurement of two compressed natural gas crane trucks in the amount of $683,310, plus a contingency of $10,000, for a total amount not to exceed $693,310, subject to non -substantive changes approved by the City Manager and City Attorney. CITY COUNCIL MINUTES 10 B-9 DECEMBER 18, 2018 MOTION: Solorio VOTE: AYES: NOES: ABSTAIN ABSENT: SECOND: Villegas Iglesias, Penaloza, Pulido, Reyna, Sarmiento, Solorio, Villegas (7) None (0) None (0) None (0) 2213. CONTRACT AWARD TO ENTERPRISE FLEET MANAGEMENT FOR 50 LEASED VEHICLES (SPECIFICATION NO. 18-093) {STRATEGIC PLAN NO. 1, 5; 5, 3; 5 ,4) - Finance and Management Services Agency; Planning and Building Agency; and Police Department MOTION: Award a contract to Enterprise Fleet Management for 50 leased vehicles for a three-year period expiring December 31, 2021, with provisions for two, one-year renewals exercisable by the City Manager, in an annual amount not to exceed $485,092 inclusive of a 10% contingency in the amount of $44,099, subject to non -substantive changes approved by the City Manager and City Attorney. AGREEMENTS 25A. APPROVE AN AMENDMENT TO CHANGE THE TERM OF THE AGREEMENT WITH PLACEWORKS TO PROVIDE AN ENVIRONMENTAL ASSESMENT, RECREATIONAL VALUE ASSESSMENT AND NATIONAL PARK SERVICE DOCUMENTS FOR A LAND EXCHANGE, RELATED TO CENTENNIAL PARK {STRATEGIC PLAN NO. 5, 4A) — Parks, Recreation and Community Services Agency Councilmember Iglesias, requested staff to clarify assessment process in determining viability of land exchange. Parks, Recreation, and Community Services Executive Director Rudloff, provided City Council with overview of project assessment. Administrative Services Manager Ron Ono, addressed City Council concerns as to methodology used in assessing land exchange and provided fiscal analysis. Councilmember Iglesias, inquired responsibility of maintenance of the Railroad Park on McFadden along with the cost. CITY COUNCIL MINUTES 10 DECEMBER 18, 2018 1OB-10 Councilmember Sarmiento, inquired if the multi-level parking structure has exclusivity restrictions. MOTION: Authorize the City Manager and Clerk of the Council to execute an amendment to change the term of the agreement with Placeworks with no change in compensation, from December 31, 2018 to November 5, 2019 to provide an environmental assessment, recreational value assessment and additional documents required by the National Park Service for review of a land exchange between the Rancho Santiago Community College site and various park sites, subject to non -substantive changes approved by the City Manager and City Attorney (AGMT. No. 2018-283). MOTION: Solorio VOTE: AYES: NOES: ABSTAIN ABSENT: SECOND: Sarmiento Iglesias, Penaloza, Reyna, Sarmiento, Solorio, Villegas (6) None (0) None (0) Pulido (1) 25B. APPROVE AGREEMENT WITH ADVANCED TECHNOLOGY INFORMATION MANAGEMENT SYSTEMS FOR JAIL MANAGEMENT SYSTEM MAINTENANCE {STRATEGIC PLAN NO. 1, 4A) — Police Department MOTION: Authorize the City Manager and Clerk of the Council to execute a three-year agreement with Advanced Technology Information Systems (ATIMS), for the period of December 19, 2018 through December 18, 2021, for software maintenance and customer support in an amount not to exceed $290,591 (including a $210,591 base agreement, $55,000 of interface enhancements, and a $25,000 contingency), subject to non - substantive changes approved by the City Manager and City Attorney (AGMT. No. 2018-284). Deputy Chief Kenneth Gominsky, provided City Council with service overview and benefits. MOTION: Authorize the City Manager and the Clerk of the Council to execute a three-year agreement with LexisNexis Coplogic Solutions, Inc. CITY COUNCIL MINUTES 11 DECEMBER 18, 2018 1OB-11 for the period of January 1, 2019 through October 31, 2021 to provide access to its Desk Officer Reporting System (Order 1), and provide Collision Report Distribution Services (Order 2) for the period of January 1, 2019 through December 31. 2021, in an amount not to exceed $56,435.85, subject to non -substantive changes by the City Manager and City Attorney (AGMT. No. 2018-285). MOTION: Solorio VOTE: AYES: NOES: ABSTAIN ABSENT: SECOND: Sarmiento Iglesias, Penaloza, Reyna, Sarmiento, Solorio, Villegas (6) None (0) None (0) Pulido (1) 25D. APPROVE A LEASE AGREEMENT WITH GREATAMERICA FINANCIAL SERVICES FOR CRIME SCENE MAPPING HARDWARE AND SOFTWARE {STRATEGIC PLAN NO. 1, 1 F) — Police Department MOTION: Authorize the City Manager and the Clerk of the Council to execute the attached four-year agreement with Precision Survey Supply for the period of December 18, 2018 through December 17, 2022 for Crime Scene Mapping hardware and software, subject to non -substantive changes approved by the City Manager and City Attorney (AGMT. No. 2018-286). 2. Authorize the City Manager and the Clerk of the Council to execute the attached four-year lease agreement with GreatAmerica Financial Services for the period of December 18, 2018 through December 17, 2022 for Crime Scene Mapping hardware and software in the amount of $110,009.55 subject to non -substantive changes approved by the City Manager and City Attorney (AGMT. No. 2018-287). 25E. APPROVE AMENDMENT TO AGREEMENT WITH VOLTAIC FOR INSTALLATION, NETWORKING AND MAINTENANCE OF SIX ADDITIONAL ELECTRIC VEHICLE CHARGING STATIONS (SPECIFICATION NO. 17-109) {STRATEGIC PLAN NO. 6, 2) — Finance and Management Services Agency CITY COUNCIL MINUTES 12 DECEMBER 18, 2018 MOTION: Authorize the City Manager and Clerk of the Council to execute an amendment to the agreement with Voltaic, for the purchase, installation, networking, and maintenance warranty of six additional electric vehicle charging stations at various City locations in a total amount not to exceed $142,306, subject to non -substantive changes approved by the City Manager and City Attorney (AGMT. No. 2018-288). 25F. APPROVE AMENDMENT TO THE EMERGENCY SOLUTIONS GRANT SUBRECIPIENT MEMORANDUM OF UNDERSTANDING WITH SANTA ANA POLICE DEPARTMENT HEART PROGRAM {STRATEGIC PLAN NO. 1, 6; 5, 4; 5, 61 — Community Development Agency MOTION: Authorize the City Manager and the Clerk of the Council to execute an amendment to the Emergency Solutions Grant Subrecipient Memorandum of Understanding with the Santa Ana Police Department HOMELESS EVALUATION ASSESSMENT RESPONSE TEAM (HEART) program, increasing the amount for program year July 1, 2018 — June 30, 2019 by $31,000, for a total aggregate amount not to exceed $78,627, subject to non -substantive changes approved by the City Manager and City Attorney (AGMT. No. 2018-289). 25G. APPROVE AMENDMENT TO SUBRECIPIENT AGREEMENT WITH MERCY HOUSE LIVING CENTERS, INC. FOR RAPID RE -HOUSING ACTIVITIES {STRATEGIC PLAN NO. 1, 6; 5, 4; 5, 61 — Community Development Agency MOTION: Authorize the City Manager and the Clerk of the Council to execute an amendment to the Emergency Solutions Grant subrecipient agreement with Mercy House Living Centers, Inc., increasing the amount for program year July 1, 2018 — June 30, 2019 by $44,000, for a total aggregate amount not to exceed $161,736.50, subject to non -substantive changes approved by the City Manager and City Attorney (AGMT. No. 2018-290). 25H. APPROVE AMENDMENT TO SUBRECIPIENT AGREEMENT WITH 2-1-1 ORANGE COUNTY FOR INTERIM HOMELESS SHELTER {STRATEGIC PLAN NO. 1, 6; 5, 4; 5, 61 — Community Development Agency MOTION: Authorize the City Manager and the Clerk of the Council to execute an amendment to the Emergency Solutions Grant subrecipient agreement with 2-1-1 Orange County, increasing the amount for program year July 1, 2018 — June 30, 2019 by $10,282.68, for a total aggregate amount not to exceed $24,555.68, subject to non -substantive changes approved by the City Manager and City Attorney (AGMT. No. 2018-291). CITY COUNCIL MINUTES 13 DECEMBER 18, 2018 1OB-13 251. APPROVE PURCHASE AGREEMENT FOR REAL PROPERTY ACQUISITION LOCATED AT 2246 S. OAK STREET (APN 016-101-28) FOR WARNER AVENUE IMPROVEMENTS PHASE 1 (PROJECT NO. 14-6802) (NON - GENERAL FUND) {STRATEGIC PLAN NOS. 6, 1G; 3, 2C) — Public Works Agency MOTION: Authorize the City Manager and Clerk of the Council to execute Purchase Agreement for the real property located at 2246 S. Oak Street (APN 016-101-28), full acquisition and goodwill (if any) in the amount of $465,000 with Oscar Gomez, subject to nonsubstantive changes approved by the City Manager and City Attorney (AGMT. No. 2018-292). 25J. APPROVE AGREEMENTS WITH HENNESSEY & HENNESSEY LLC AND INTEGRA REALTY RESOURCES — LOS ANGELES FOR ON-CALL RIGHT- OF-WAY APPRAISAL SERVICES (NON -GENERAL FUND) {STRATEGIC PLAN NO. 6, 1 G) - Public Works Agency MOTION: Authorize the City Manager and Clerk of the Council to execute two agreements with the firms listed below to provide on-call right-of-way property appraisal services for three-year terms beginning December 18, 2018, and expiring December 17, 2021, with provisions for two, one-year extensions exercisable by the City Manager and the City Attorney, for a total aggregate amount not to exceed $400,000 for the two contracts combined, for the term of the contract, including the optional extensions, subject to non -substantive changes approved by the City Manager and the City Attorney: 1. Hennessey and Hennessey LLC. (AGMT. No. 2018-293) and 2. Ellis Group, Inc. dba Integra Realty Resources, Los Angeles (AGMT. No. 2018-294) *In order to provide the best services to the City, staff will endeavor to distribute work equally among the two consultants, but reserves the right to assign more work to one consultant over another based on type of work, availability of staff, schedule limitations, and performance, among other factors. 25K. APPROVE THE THIRD AMENDMENT TO THE OC STREETCAR DESIGN COOPERATIVE AGREEMENT (NONGENERAL FUND) (PROJECT NO. 17- 6766) (STRATEGIC PLAN NOS. 3, 2C & 413; 6, 1G) — Public Works Agency; and Planning and Buiilding Agency MOTION. Authorize the City Manager and Clerk of the Council to execute a third amendment to the cooperative agreement (C-5-3583) with the Orange County Transportation Authority for design of the OC Streetcar Project, to reflect the joint acquisition of properties for the OC Streetcar CITY COUNCIL MINUTES 14 DECEMBER 18, 2018 1OB-14 Maintenance and Storage Facility site, subject to nonsubstantive changes approved by the City Manager and City Attorney (AGMT. No. 2018-295). 25L. APPROVE A MONTH-TO-MONTH AGREEMENT EXTENSION WITH TSCM CORPORATION FOR PRESSURE WASHING SERVICES AT THE SANTA ANA REGIONAL TRANSPORTATION CENTER (STRATEGIC PLAN NO. 6, 1, C) — Public Works Agency MOTION: Authorize the City Manager and the Clerk of the Council to execute an agreement extension with TSCM Corporation to provide power washing and sweeping services at the Santa Ana Regional Transportation Center on a month-to-month automatic extension basis, effective January 1, 2019, in an amount not to exceed $2,975 per month for up to six months, subject to nonsubstantive changes approved by the City Manager and City Attorney (AGMT. No. 2018-296). 25M. APPROVE AN AMENDMENT TO COOPERATIVE AGREEMENT WITH OCTA FOR KRAEMER BOULEVARD/ GLASSELL STREET/GRAND AVENUE TRAFFIC SIGNAL SYNCHRONIZATION PROJECT (PROJECT NO. 13-6790) (STRATEGIC PLAN NO. 6, 1 B} — Public Works Agency 25N.' MOTION: Authorize the City Manager and Clerk of the Council to execute the first amendment to the cooperative agreement (C-3-2084) with Orange County Transportation Authority for the Kraemer Boulevard/Glassell Street/Grand Avenue Traffic Signal Synchronization Project, to extend the term of the agreement for an additional six months effective until June 30, 2019, subject to nonsubstantive changes approved by the City Manager and City Attorney (AGMT. No. 2018-297). ADDRESS' IENDMENT TO THE SOLID W WASTE MANAGEMENT OF ORAI NTATION OF ASSEMBLY BILL I MANDATORY ORGANICS RECY IT OF AN INCENTIVIZED COMMEF GIG PLAN NO. 4, 1} — Public Works; Councilmember Solorio, noted item will allow City to comply with State requirements, provided contract background, and noted previous delays. MOTION: Authorize the City Manager and Clerk of the Council to execute the proposed Amendment to the Fourth Amended and Restated Agreement for Collection and Handling of Solid Waste with Waste Management Collection and Recycling, Inc. (dba Waste Management of Orange County), that mitigates potential enforcement action by CalRecycle and promotes participation by commercial and multi -family CITY COUNCIL MINUTES 15 DECEMBER 18, 2018 1OB-15 locations in mandatory organics recycling through the establishment of an incentivized commercial recycling program to address implementation of Assembly Bill 1826 mandates, subsidized by the City at a cost not to exceed $627,312, including a 20 percent contingency, for the remaining term of the agreement, beginning January 1, 2019, through June 30, 2021, including an optional one-year extension, if needed, subject to nonsubstantive changes approved by the City Manager and the City Attorney (AGMT. No. 2018-298). MOTION: Solorio VOTE: AYES: NOES: ABSTAIN: ABSENT: SECOND: Reyna Iglesias, Penaloza, Pulido, Reyna, Sarmiento, Solorio, Villegas (7) None (0) None (0) None (0) 250. APPROVE OF FIRE/EMERGENCY MEDICAL SERVICES, EMERGENCY AMBULANCE TRANSPORTATION AND RELATED SERVICES AGREEMENT WITH CARE AMBULANCE SERVICE, INC. {STRATEGIC PLAN N. 1, 5) - Finance and Management Services Agency Councilmember Iglesias, requested staff to provide overview of services. Finance and Management Executive Director Downs, provided City Council with contract review and cost analysis to City. Treasury and Customer Services Manager Will Holt, addressed City Council billing concerns, request for proposal (RFP) review, and contract extension options. Councilmember Reyna, unsupportive of long-term contracts. Councilmember Sarmiento, opined ambulance service is a critical service, requested staff to address limited bids for consideration, and any special requirements imposed on potential vendors. MOTION: Authorize the City Manager and Clerk of the Council to execute and agreement with CARE Ambulance Services, Inc. to provide emergency ambulance transportation and related services for an initial 5 - year term ending December 31, 2023, in an amount not to exceed $22,967,616 with provisions for two optional extensions: a 3 -year extension beginning January 1, 2024 and ending December 31, 2026, in an CITY COUNCIL MINUTES 16 DECEMBER 18, 2018 1OB-16 amount not to exceed $17,028,204, followed by a final 2 -year extension beginning January 1, 2027 and ending December 30, 2028 in an amount not to exceed $12,521,712 for a total agreement amount not to exceed $52,517,532, including renewal options, subject to non -substantive changes approved by the City Manager and City Attorney (AGMT. No. 2018-299). MOTION: Solorio VOTE: AYES: NOES: ABSTAIN ABSENT: SECOND: Villegas Iglesias, Penaloza, Pulido, Reyna, Sarmiento, Solorio, Villegas (7) None (0) None (0) None (0) 25P. APPROVE RESTATED AND AMENDED LEASE AGREEMENT WITH THE SANTA ANA UNIFIED SCHOOL DISTRICT FOR ANGELS PARK LOCATED AT 914 WEST THIRD STREET AND NEAL MACHANDER TENNIS CENTER LOCATED AT THE CORNER ` OF FIRST STREET AND FLOWER {STRATEGIC PLAN NO. 6` 1} — Parks, Recreation and Community Services Agency Councilmember Iglesias, directed staff to provide total cost associated with maintaining Angels Park and tennis court. Parks, Recreation, and Community Services Executive Director Rudloff, outlined cost recovery terms and maintenance costs incurred by City. MOTION: Authorize the City Manager and Clerk of the Council to execute a restated and amended lease agreement between the City of Santa Ana and the Santa Ana Unified School District for Angels Park and Neal Machander Tennis Center, which includes exercising the first extension of the no -cost lease agreements fora 10 -year period from January 15, 2019 to January 14, 2029, subject to non -substantive changes approved by the City Manager and City Attorney (AGMT. No. 2018-300). MOTION: Villegas VOTE: AYES: NOES: SECOND: Sarmiento Iglesias, Penaloza, Pulido, Reyna, Sarmiento, Solorio, Villegas (7) None (0) CITY COUNCIL MINUTES 17 DECEMBER 18, 2018 1OB-17 ABSTAIN: None (0) ABSENT: None (0) 25Q. APPROVE FIRST AMENDMENTS TO THE DOWNTOWN MERCHANTS FUND OPERATING AGREEMENTS WITH DOWNTOWN INC. AND SANTA ANA BUSINESS COUNCIL {STRATEGIC PLAN NO. 3, 4F) — Community Development Agency Councilmember Iglesias, requested staff to clarify any restrictions that would limit provider options and overview of services provided. Executive Director Steven Mendoza, provided City Council with review of services provided and established oversight. Councilmember Sarmiento, requested staff to provide overview of personnel cost. Supportive of item. MOTION: Authorize the City Manager and the Clerk of the Council to execute First Amendments to the Downtown Merchants Fund Operating Agreements in the amount of $200,000 ($100,000 per organization), for the period of January 1, 2019 through December 31, 2019, subject to non - substantive changes approved by the City Manager and City Attorney: 1. Downtown Inc (AGMT. No. 2018-301) and 2. Santa Ana Business Council (AGMT. No. 2018-302) MOTION: Solorio VOTE: AYES: NOES: ABSTAIN: ABSENT: SECOND: Villegas Iglesias, Penaloza, Pulido, Reyna, Sarmiento, Solorio, Villegas (7) None (0) None (0) None (0) 25R. APPROVE A FIRST AMENDMENT TO THE DOWNTOWN CLEAN AND SAFE PROGRAM SERVICES AGREEMENT WITH DOWNTOWN INC. {STRATEGIC PLAN NO. 3, 4A) — Community Development Agency MOTION: Authorize the City Manager and the Clerk of the Council to execute a First Amendment to the Downtown Clean and Safe Program Services Agreement with Downtown Inc., in the amount of $500,000 for the CITY COUNCIL MINUTES 18 DECEMBER 18, 2018 MIL --Woe] period of January 1, 2019 through December 31, 2019, subject to non - substantive changes approved by the City Manager and City Attorney (AGMT. No. 2018-303). 25S. AMEND AGREEMENT WITH MARKETING POWER INC. DBA ENERGY RETROFIT CO. FOR THE INSTALLATION OF ENERGY EFFICIENT LIGHTING FIXTURES AND CONTROLS IN THE POLICE ADMINISTRATION BUILDING AND AMEND AGREEMENT FOR THE ON -BILL FINANCING LOAN (RFP NO. 18-069) {STRATEGIC PLAN NO. 4, 3D; 6, 2A) — Public Works Agency and Police Department MOTION; 1. Authorize the City Manager and Clerk of the Council to amend the agreement with Marketing Power Inc., dba Energy Retrofit Co. for the installation of lighting retrofits and controls in the Police Department Administration Building, for a period through January 31, 2019, in an amount not to exceed $702,382 (AGMT. No. 2018-304). 2. Authorize the City Manager and Clerk of the Council, upon approval of request, to amend the On -Bill Financing agreement with Southern California Edison to fund the Police Department Administration Building Lighting Retrofit project, in an amount not to exceed $587,034. (AGMT. No. 2018-304A) MISCELLANEOUS - BUDGET 29A. DONATION AGREEMENTS WITH VARIOUS ORGANIZATIONS TO SUPPORT COMMUNITY EVENTS AND PROGRAMS {STRATEGIC PLAN NO. 5, 4) — Council Item MOTION: Authorize the City Manager and Clerk of the Council to execute agreements with various organizations in support of their community events and programs, subject to non -substantive changes approved by the City Manager and the City Attorney, as follows: 1. Charitable Ventures of Orange County in support of the Wilshire Square Neighborhood Association's annual holiday parade, open to the community, that occurred December 2, 2018, in a one-time donation amount of $1,000 (Mayor Pulido); 2. Santa Ana Athletic Foundation in support of the Orange County's Grappling program that supports free wrestling instruction and tutoring for students K-12, in a one-time donation amount of $1,000 (Former Mayor Pro Tem Martinez); CITY COUNCIL MINUTES 19 DECEMBER 18, 2018 1OB-19 3. Charitable Ventures of Orange County in support of the Artesia Pilar Neighborhood Association's annual holiday celebration, open to the community, that occurred December 10, 2018, in a one-time donation amount of $250 (Councilmember Solorio); 4. Santa Ana College Foundation in the President's Circle that provides students with success initiatives and academic support, in a one-time donation amount of $1,000 (Former Councilmember Benavides); 5. Charitable Ventures of Orange County in support of the Artesia Pilar Neighborhood Association's annual holiday celebration, open to the community, that occurred December 10, 2018, in a one-time donation amount of $500 (Councilmember Villegas); 6. Charitable Ventures of Orange County in support of the Santa Anita Neighborhood Association's annual holiday celebration, open to the community, that occurred December 10, 2018, in a one-time donation amount of $150 (Councilmember Villegas); 7. Second Chance Orange County in support of on-going program costs that provide workforce and life skills services to highly at risk youth, homeless individuals, and people with substance abuse issues, in a one-time donation amount of $500 (Councilmember Villegas). **END OF CONSENT CALENDAR* BUSINESS CALENDAR ITEMS RESOLUTIONS 55A. RESOLUTION AND AUTHORIZATION TO SUBMIT FISCAL YEAR 2018-2019 PROJECT W BUS STOP AMENITIES IMPROVEMENT GRANT FUNDING APPLICATIONS {STRATEGIC PLAN NO. 6, 1G) — Public Works Agency MOTION: Adopt a resolution. RESOLUTION NO. 2018-092 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AUTHORIZING THE EXECUTIVE DIRECTOR OF PUBLIC WORKS OR DESIGNEE TO SUBMIT GRANT APPLICATIONS FOR PASSENGER AMENITY IMPROVEMENTS AT 35 BUS STOP LOCATIONS TO THE ORANGE COUNTY TRANSPORTATION AUTHORITY FOR FUNDING UNDER THE PROJECT W SAFE TRANSIT STOPS PROGRAM, AND IF AWARDED, AUTHORIZING THE EXECUTIVE DIRECTOR OF PUBLIC WORKS OR DESIGNEE TO EXECUTE ALL DOCUMENTS REQUIRED TO CITY COUNCIL MINUTES 20 DECEMBER 18, 2018 1 OB -20 ACCEPT THE GRANT FUNDS AND AMENDING THE BUDGET ACCORDINGLY FOR FISCAL YEAR 2018-2019 TO REFLECT SUCH GRANT AWARD MOTION: Villegas VOTE: AYES: NOES: ABSTAIN ABSENT: SECOND: Sarmiento Iglesias, Penaloza, Pulido, Reyna, Sarmiento, Solorio, Villegas (7) None (0) None (0) None (0) 55B. RESOLUTION TO ADOPT AND APPROVE FOR SUBMISSION THE 2017/18 MEASURE M2 YEAR-END EXPENDITURE REPORT TO CONTINUE RECEIVING COMPREHENSIVE TRANSPORTATION FUNDING PROGRAM FUNDS {STRATEGIC PLAN NO. 6, 1G) — Public Works Agency MOTION: Adopt a resolution. RESOLUTION NO. 2018-093 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA ADOPTING AND APPROVING FOR SUBMISSION THE FY 2017/18 MEASURE M2 EXPENDITURE REPORT FOR THE CITY OF SANTA ANA MOTION: Solorio VOTE: AYES: NOES: ABSTAIN: ABSENT: SECOND: Pulido Iglesias, Penaloza, Pulido, Reyna, Sarmiento, Solorio, Villegas (7) None (0) None (0) None (0) 55C. RESOLUTION TO AMEND THE CLASSIFICATION AND COMPENSATION PLAN TO ADD THE POSITIONS OF RISK MANAGEMENT ANALYST, HUMAN RESOURCES CLERK, PRINCIPAL HUMAN RESOURCES ANALYST AND TO CHANGE BENEFITS AND COMPENSATION SUPERVISOR TO BENEFITS AND COMPENSATION MANAGER {STRATEGIC PLAN NO. 7, 6) — Human Resources Department CITY COUNCIL MINUTES 21 DECEMBER 18, 2018 1 OB -21 MOTION: Adopt a resolution. RESOLUTION NO. 2018-094 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA TO AMEND RESOLUTION NO. 2015-026 TO EFFECT CERTAIN CHANGES TO THE CITY'S BASIC CLASSIFICATION AND COMPENSATION PLANS MOTION: Solorio VOTE: AYES: NOES: ABSTAIN ABSENT: SECOND: Villegas Iglesias, Penaloza, Pulido, Reyna, Solorio, Villegas (6) None (0) None (0) Sarmiento (1) 55D. RESOLUTION TO ESTABLISH A PILOT PROGRAM FOR THE LIMITED USE OF ELECTRIC SCOOTERS IN SANTA ANA {STRATEGIC PLAN NOS. 3.1, 5.2} — Public Works Agency Public Works City Engineer William E. Galvez provided a brief presentation on implementation of a 90 -day micro -mobility pilot program. What is Micro -Mobility (Lime, Bird, etc) Electric scooters is a last -mile small vehicle sharing. we hope MIS mobility made brings affordable. environmentally friendly transportation solutions to our community. The concept is to partner with system operators such as Lime and Bird with the intent to build communities with fewer cars on the road. A city with fewer cars on Me road greatly Improves the heath and safety of all of Its residents and encourages pedestrian ac9vhy. There could be a reduction In Me serious dangers pedestrians and bicyclist are exposed to. a reduction In trial congestion and noise pollution. and a reduction In Me polluting emissions that Impact the health of families and children. :150 4i if w 41 1151 9 All 41 41 41 41 :til .r4 +1 41 4! 41 41 41 41 S1 41 1151 41 : �i , �1 :F1 til c �! .1 151 �M 1$1 41 :151 :15! 41 1151 151 4! 1151 .15.1 41 :11 e4 41 1a1 61 c1 .41 .41 41 FJ 41<441115!:<! 1151115141 :{1 6,1 ,f,.! 6411 :S1 ,s! .til .61 .*51 -9 All 41 110 41 49 14,1 41 41 41 41 41 41 14110 41 41 :41 41 41 41 Al 41 .151 Ill" .151 , 1 41 1151 41 44 .151 41 4i 1110 41 41 1151 41 .151 41 41 1151 16.1 1151 40 41 41 41 41 1151 41 41 1150 41 41 41 111 41 41 1151 CITY COUNCIL MINUTES 22 DECEMBER 18, 2018 1 OB -22 clry or Santa Ana 4 Micro -Mobility - Pilot Program - Deal Points ❑ Existing Ordinance does not recognize Micro -Mobility technology o Classifies electric skateboard as skateboard o Prohibits use on downtown sidewalks and on citywide bike lanes ❑ 90 -Day Pilot to Test Devices & Collect User Data o Requires permit with Indemnification & Insurance o System Operator (company) must follow BMP guidelines o Device User must agree to helmet, age, behavior, etc ❑ Cash bond to guarantee operating guidelines o Daily pickups and cleanup, min 100, max 500 units o System Operator (company) must follow BMP guidelines ❑ City to recommend a revised Ordinace for general ATP uses — March 2019 Public Works Executive Director Fuad Sweiss, provided City Council actions taken to address liability and safety equipment provided by vendor. Councilmember Iglesias, requested staff to provide review of services and cost analysis. Public Works Executive Director Fuad Sweiss, outlined cost to city and potential liability. Councilmember Penaloza, expressed concern as to potential liability and provided possible management practices. Supportive of item. Councilmember Solorio, supportive of pilot program. Directed staff to review potential of regulatory fees, cost reimbursement, and to look at other cities for best practices. Councilmember Sarmiento, directed staff to address potential American with Disabilities Act violations. Supportive of item. City Attorney Carvalho, noted agreement would include a hold harmless provision. Mayor Pro Tem Villegas, noted potential to provide educational outreach. The following spoke on the matter: 1. Kyndell Gaglio, on behalf of Bird, opined service would provide transportation alternative and promote community safety. Addressed City Council to request support for item. 2. Karla Owunwanne, on behalf of Lime, opined service would provide affordable and accessible alternative means of transportation that is friendly to the environment. Additional Council discussion ensued: Mayor Pulido, opined service is an opportunity for the City to provide a benefit to the community; and requested going forward companies reach out to local government before rolling out with product and/or service. Supportive of item. MOTION: 1. Adopt a resolution. RESOLUTION NO. 2018-095 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AUTHORIZING A PILOT PROGRAM TO ALLOW THE LIMITED USE OF ELECTRIC SCOOTERS TO GAIN PUBLIC AND BUSINESS COMMUNITY FEEDBACK AND COLLECT USE DATA CITY COUNCIL MINUTES 24 DECEMBER 18, 2018 1 OB -24 WHICH WILL ALLOW POLICY GUIDELINE FORMULATION FOR POTENTIAL REVISIONS RELATED TO ELECTRIC SCOOTER USE 2. Approve an appropriation adjustment. (Requires five affirmative votes). APPROPRIATION ADJUSTMENT NO. 2019-051 - Recognizing Fiscal Year 2018-19 shared -use electric scooter permit fees in the estimated amount of up to $1,296.48 into the Residential Street Improvement -Miscellaneous Receipts account and appropriating the same to the Residential Street Improvement -Reserve Appropriation expenditure account. MOTION: Sarmiento SECOND: Solorio VOTE: AYES: Iglesias, Penaloza, Pulido, Reyna, Sarmiento, Solorio, Villegas (7) NOES: None (0) ABSTAIN: None (0) ABSENT: None (0) REPORTS 65A. APPROVE THE BUDGET CALENDAR FOR FISCAL YEAR 2019-2020 (STRATEGIC PLAN NO. 4, 1) — Finance and Management Services Agency MOTION: Approve the Budget Calendar for Fiscal Year 2019-2020. MOTION: Sarmiento SECOND: Reyna VOTE: AYES: Iglesias, Penaloza, Pulido, Reyna, Sarmiento, Solorio, Villegas (7) NOES: None (0) ABSTAIN: None (0) ABSENT: None (0) 65B. APPROVE THE ANNUAL CALENDAR OF REGULAR CITY COUNCIL MEETINGS FOR 2019 {STRATEGIC PLAN NO. 5, 11 — Clerk of the Council Office CITY COUNCIL MINUTES 25 DECEMBER 18, 2018 1 OB -25 MOTIONS; 1. Review calendar of regularly scheduled City Council Meetings in 2019. 2. Cancel the regularly scheduled City Council meeting scheduled for January 1, 2019, due to New Year's Day holiday. 3. Cancel the August 6, 2019 City Council Meeting. 4. Direct staff to post Notice of Cancellation(s). The City Council hereby waives notice of said meetings as required by the government code. MOTION: Sarmiento SECOND: Reyna VOTE: AYES: Iglesias, Penaloza, Reyna, Sarmiento, Solorio, Villegas (6) NOES: None (0) ABSTAIN: None (0) ABSENT: Pulido (1) COUNCIL RECESSED at 6:28 p.m. and RECONVENED at 6:29 p.m. with same members Present. 65C. BIENNIAL REVIEW AND APPOINTMENT OF REGIONAL BOARD REPRESENTATIVES {STRATEGIC PLAN NO. 5, 11 — Clerk of the Council Office MOTIONS: 1. Reviewed the regional board appointment list and appoint members and alternates to serve as representatives to various outside agencies through December 2020 (or specific term where noted); and, A. Appoint Councilmember Solorio as the representative to Metropolitan Water District Board (MWD). MOTION: Pulido VOTE: AYES: SECOND: Sarmiento Iglesias, Penaloza, Pulido, Reyna, Sarmiento, Solorio, Villegas (7) NOES: None (0) CITY COUNCIL MINUTES 26 DECEMBER 18, 2018 1OB-26 ABSTAIN: None (0) ABSENT: None (0) B. Appoint Public Works Director Fuad Sweiss as the representative to the Newport Bay Watershed Executive Committee. MOTION: Sarmiento SECOND: Reyna VOTE: AYES: Iglesias, Penaloza, Pulido, Reyna, Sarmiento, Solorio, Villegas (7) NOES: None (0) ABSTAIN: None (0) ABSENT: None (0) C. Appoint Councilmember Reyna as the representative to the Orange County Sanitation District (OCSD) and discuss nomination of an alternate. MOTION: Solorio VOTE: AYES: NOES: ABSTAIN: ABSENT: Council discussion ensued. SECOND: Sarmiento Iglesias, Penaloza, Pulido, Reyna, Sarmiento, Solorio, Villegas (7) None (0) None (0) None (0) Councilmember Iglesias expressed interest to be the alternate representative to OCSD. Maker of the original motion, Councilmember Solorio, along with Councilmember Sarmiento accepted friendly amendment. FRIENDLY AMENDMENT TO MOTION: Nominate Councilmember Iglesias as the alternate representative to OCSD. MOTION: Solorio SECOND: Sarmiento CITY COUNCIL MINUTES 27 DECEMBER 18, 2018 1 OB -27 VOTE: AYES: Iglesias, Penaloza, Pulido, Reyna, Sarmiento, Solorio, Villegas (7) NOES: None (0) ABSTAIN: None (0) ABSENT: None (0) D. Appoint Councilmember Iglesias as the representative to the Orange County Council of Governments (OCCOG) and Southern California Associations of Governments (SCAG); and appoint Councilmember Solorio as the alternate to the Orange County Council of Governments (OCCOG). MOTION: Villegas SECOND: Sarmiento VOTE: AYES: Iglesias, Penaloza, Pulido, Reyna, Sarmiento, Solorio, Villegas (7) NOES: None (0) ABSTAIN: None (0) ABSENT: None (0) E. Appoint Mayor Pro Tem Villegas as the representative to the Orange County Fire Authority. MOTION: Sarmiento SECOND: Reyna VOTE: AYES: Iglesias, Penaloza, Pulido, Reyna, Sarmiento, Solorio, Villegas (7) NOES: None (0) ABSTAIN: None (0) ABSENT: None (0) F. Appoint Councilmember Sarmiento as the representative to the Orange County Water District. MOTION: Villegas SECOND: Solorio VOTE: AYES: Iglesias, Penaloza, Pulido, Reyna, Sarmiento, CITY COUNCIL MINUTES 28 DECEMBER 18, 2018 1 OB -28 Solorio, Villegas (7) NOES: None (0) ABSTAIN: None (0) ABSENT: None (0) G. Appoint Councilmember Penaloza as the representative and Councilmember Reyna as the alternate to the Santa Ana/Orange Transportation System Improvement Area (T.S.I.A.), Santa Ana/Orange T.S.I.A., and Transportation Corridor Agencies (TCA). MOTION: Solorio VOTE: AYES: NOES: ABSTAIN: ABSENT: 2. Adopt a resolution. SECOND: Reyna Iglesias, Penaloza, Pulido, Reyna, Sarmiento, Solorio, Villegas (7) None (0) None (0) None (0) RESOLUTION NO. 2018-096 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA, CALIFORNIA, REPEALING RESOLUTION NO. 2017-006 AND DESIGNATING AND APPOINTING ITS REPRESENTATIVE TO THE ORANGE COUNTY FIRE AUTHORITY'S BOARD OF DIRECTORS Approved by unanimous consent. 3. Direct the Clerk of the Council to update and post the Fair Political Practices Commission (FPPC) Form 806 (Agency Report of Public Official Appointments) on the City's website. Approved by unanimous consent. PUBLIC HEARINGS 75A. ADOPT RESOLUTION WITH CORRECTIONS TO THE ADOPTED MISCELLANEOUS FEES FOR DEVELOPMENT PROJECT REVIEW FEES FOR FISCAL YEAR 2018-2019 {STRATEGIC PLAN NO. 4, 2A) — Planning and Building Agency CITY COUNCIL MINUTES 29 DECEMBER 18, 2018 1 OB -29 75B. Legal Notice published in the Orange County Reporter on December 7 and 14, 2018 Mayor Pulido opened the Hearing. The following spoke on the matter: • Ryan Reza Farsai, expressed concern as to the method used to increase rates. There were no other speakers and the Hearing closed. Councilmember Solorio noted fee increase is based on the Consumer Price Index (CPI). MOTION: Adopt a resolution. RESOLUTION NO. 2018-097 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA MODIFYING THE UNIFORM SCHEDULE OF MISCELLANEOUS FEES FOR DEVELOPMENT PROJECT REVIEW FEES FOR FISCAL YEAR 2018-2019 MOTION: Solorio VOTE: AYES: NOES: ABSTAIN: ABSENT: SECOND: Sarmiento Penaloza, Pulido, Sarmiento, Solorio, Villegas (5) Iglesias (1) None (0) Reyna (1) 2019 DOWNTOWN BUSINESS IMPROVEMENT DISTRICT ASSESSMENT {STRATEGIC PLAN NO. 3, 4F} — Community Development Agency Legal Notice published in the Orange County Reporter on December 7, 2018. Mayor Pulido opened the Hearing. *Mayor Pulido, reported that out of an abundance of caution and in close proximity to a business interest, abstained on Agenda Items 75B. City Attorney Carvalho noted for the record City has received an opinion letter from California Fair Political Practices Commission (FPPC) allowing Councilmember Sarmiento to participate on said item. The following spoke on the matter: CITY COUNCIL MINUTES 30 DECEMBER 18, 2018 1 OB -30 • Ryan Reza Farsai, expressed concern as to fee assessment and impact on continued development. There were no other speakers and the Hearing closed. Councilmember Solorio requested a status presentation from Downtown Inc. representatives. In addition, requested that there be a focus on business initiatives and marketing. Clerk of the Council Huizar reported that no written protests received. MOTION: 1. Conduct a public hearing to consider all protests regarding the intention to levy an assessment for 2019 for the Downtown Santa Ana Business Improvement District. 2. Review any written protests filed prior to the close of the public hearing and determine whether they constitute a majority protest. 3. If the Council determines that no valid majority protest was lodged, adopt a resolution confirming the Assessment Report and levying the assessment for 2019. RESOLUTION NO. 2018-098 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA LEVYING AN ASSESSMENT FOR THE DOWNTOWN SANTA ANA BUSINESS IMPROVEMENT DISTRICT FOR CALENDAR YEAR 2019 MOTION: Solorio SECOND: Villegas VOTE: AYES: Iglesias, Penaloza, Reyna, Solorio, Villegas (5) NOES: None (0) ABSTAIN: Pulido (1) ABSENT: Sarmiento (1) JOINT SESSIONS OF THE CITY COUNCIL AND THE HOUSING AUTHORITY 80A. RECEIVE AND FILE HOUSING SUCCESSOR ANNUAL REPORT FOR FY 2017-18 — LOW AND MODERATE INCOME HOUSING ASSET FUND {STRATEGIC PLAN NO. 5, 1) — Community Development Agency MOTION: Receive and file. CITY COUNCIL MINUTES 31 DECEMBER 18, 2018 1 OB -31 MOTION: Villegas VOTE: AYES: NOES: ABSTAIN: ABSENT: SECOND: Iglesias Iglesias, Penaloza, Pulido, Reyna, Solorio, Villegas (6) None (0) None (0) Sarmiento (1) COUNCIL AGENDA ITEMS Pursuant to Santa Ana Charter Section 411, any member of the City Council may place items on the City Council Agenda to be considered by the City Council. 85A. RECEIVE STAFF UPDATE REGARDING INSTALLATION OF THE SECURITY CAMERAS THAT WERE APPROVED ON AUGUST 15, 2017, AS WELL AS PROVIDE STAFF DIRECTION ON NEED TO INSTALL SECURITY CAMERAS AT REMAINING CITY PARKS — Councilmember Solorio Councilmember Solorio, noted ongoing safety concerns and community interests to implement additional camera systems. Directed staff to provide security program update. Parks, Recreation, and Community Services Executive Director Rudloff, provided City Council with program update. Deputy Chief Kenneth Gominsky, noted camera system has assisted in combating crime. Councilmember Reyna, inquired as to method use to assess priority of site implementation. Councilmember Iglesias, requested staff to provide review of plan to address unforeseen technical issues. Supportive of item. The following spoke on the matter: • Ryan Reza Farsai, supportive of automating camera surveillance. Councilmember Solorio, requested security cameras equitably deployed citywide. Motion not needed, direction to staff noted. CITY COUNCIL MINUTES 32 DECEMBER 18, 2018 1 OB -32 85B. DIRECT STAFF TO CONSIDER A RESOLUTION CONDEMNING THE TRUMP ADMINISTRATION'S ANNOUNCEMENT TO PURSUE THE DEPORTATION OF THOUSANDS OF VIETNAMESE REFUGEES THAT FLED TO THE UNITED STATES IN THE AFTERMATH OF THE VIETNAM WAR - Councilmember Sarmiento and Mayor Pro Tem Villegas Councilmember Sarmiento, directed staff to introduce resolution regarding Vietnam War refugee at the next City Council meeting for consideration. Directed staff to communicate with congressional delegation. Councilmember Iglesias, directed staff to communicate with congressional delegation to continue to support immigrant community. Mayor Pro Tem Villegas, supportive of item. The following spoke on the matter: • Ryan Reza Farsai, supportive of automating camera surveillance. Additional council discussion ensued: Councilmember Solorio, supportive of including aggressive language in the resolution. City Attorney Carvalho, provided City Council with sample language from resolution that was presented to State legislature. MOTION: Sarmiento VOTE: AYES: NOES: ABSTAIN: ABSENT: SECOND: Reyna Iglesias, Penaloza, Pulido, Reyna, Sarmiento, Solorio, Villegas (7) None (0) None (0) None (0) CITY COUNCIL MEETING RECESSED AT 7:43 P.M. AND CONVENED THE HOUSING AUTHORITY MEETING. CITY COUNCIL MEETING RECONVENED WITH SAME MEMBERS PRESENT AT 7:45 P.M. *Speaker is Monica Mejia, spoke on Agenda item #4 regarding The Link. CITY COUNCIL MINUTES 33 DECEMBER 18, 2018 1 OB -33 COMMENTS PUBLIC COMMENTS (Non-Agendized Items) • Brad Fieldhouse, Executive Director of City Net, informed City Council of upcoming homeless Point in Time count event occurring January 23-24, 2019. • Ryan Reza Farsai, expressed concern over double ballot issue. • Dale Helvig, expressed opposition to 2525 Main Street development. Expressed concern with density and compatibility of structure next to historical community. • Peter Katz, wished everyone a Merry Christmas. Urged City Council to address the needs of the community. 90A. CITY MANAGER'S COMMENTS City Manager Godinez, noted ongoing efforts to address homeless issues. 90B. CITY COUNCILMEMBER COMMENTS Councilmember Reyna, urged all to spread holidayjoy and to be compassionate towards those less fortunate. Councilmember Sarmiento, noted significant advances made in addressing homeless issues. Wished all a Merry Christmas and happy holidays. Mayor Pro Tem Villegas, informed City Council of attendance at sponsored art panel event, Artesia Pilar holiday party, and Noche de Paz event. Wished all a happy holiday. Councilmember Solorio, provided City Council with update on collaborative efforts to install fence at Fisher Park and upcoming 150th anniversary. Directed staff to continue effort to fully utilize Link facility. Wished all a happy new year. Councilmember Penaloza, informed City Council of attendance at Wilshire Square Christmas Parade event. Urged community to continue to be involved locally. Wished all a Merry Christmas and happy holidays. Councilmember Iglesias, shared her commitment to continue serving the community. Directed staff to implement Employee of the Month recognition at City Council meetings, to facilitate installation of the motto In God We Trust in council chambers, and perform outreach effort with all church leaders on a quarterly basis. Wished all a Merry Christmas and a happy new year. Mayor Pulido, welcomed new Councilmembers. Proposed creation of ad hoc committee to address potential projects and interests. Noted success in CITY COUNCIL MINUTES 34 DECEMBER 18, 2018 10 B-34 addressing homeless issues. Wished all a Merry Christmas and a happy new year. ADJOURNED - 9:15 P.M. - The next regular meeting scheduled on January 1, 2019 to be cancelled. The next meeting of the City Council will be held on Tuesday, January 15, 2019 at 5:00 p.m. for the Closed Session Meeting immediately followed by the Regular Open Business Meeting at 5:45 p.m. in the Council Chamber, 22 Civic Center Plaza, Santa Ana, California. Maria D. Huizar Clerk of the Council FUTURE AGENDA ITEMS • 2019 Council Committee Meeting Schedule • Mid -Year Budget Review • Policy on Use of General Reserve and Enterprise Funds CITY COUNCIL MINUTES 35 DECEMBER 18, 2018 1 OB -35 1 OB -36 MINUTES OF THE SPECIAL MEETING OF THE CITY COUNCIL OF THE CITY OF SANTA ANA, CALIFORNIA JANUARY 4, 2019 CALLED TO ORDER COUNCIL CHAMBER 22 CIVIC CENTER PLAZA 5:16 P.M. ATTENDANCE COUNCILMEMBERS Present: DAVID PENALOZA ROMAN REYNA VICENTE SARMIENTO JOSE SOLORIO COUNCILMEMBERS Absent: MIGUEL A. PULIDO, Mayor JUAN VILLEGAS, Mayor Pro Tem CECILIA IGLESIAS STAFF Present: RAUL GODINEZ, II, City Manager SONIA R. CARVALHO, City Attorney MARIA D. HUIZAR, Clerk of the Council Quorum was established thru presence of Councilmembers Penaloza, Reyna, Sarmiento, and Solorio. MOTION: Elect Councilmember Sarmiento as Chair (pursuant to SAMC 2- 101 due to unavailability of Mayor and Mayor Pro Tem). MOTION: Solorio VOTE: AYES: NOES: ABSTAIN: ABSENT: PUBLIC COMMENTS — NONE SECOND: Reyna Penaloza, Reyna, Sarmiento, Solorio (4) None (0) None (0) Iglesias, Pulido, Sarmiento, Villegas (3) CITY COUNCIL MINUTES 7 DECEMBER 18, 2018 10C-1 COUNCIL RECESSED TO Room 147 for Closed Session discussion at 5:16 P.M. CLOSED SESSION ITEMS - The Brown Act permits legislative bodies to discuss certain matters without members of the public present. The City Council finds, based on advice from the City Attorney, that discussion in open session of the following matters will prejudice the position of the City in existing and anticipated litigation: Public Employee Employment/Evaluation of Performance/Discipline or Dismissal/Release/appointment pursuant to Government Code 54957(b)(1) A) Title: City Manager. B) Title: Acting/Interim City Manager CLOSED SESSION REPORT — No reportable action. Item listed on the Special Open Session agenda was not considered as it was dependent on reportable action from the Special Closed meeting. ADJOURNED - 6:14 P.M. Maria D. Huizar Clerk of the Council CITY COUNCIL MINUTES 10C-2 DECEMBER 18, 2018 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JANUARY 15, 2019 111111111111114 AUTHORIZATION TO NEGOTIATE AN EXCLUSIVE NEGOTIATING AGREEMENT WITH CARIBOU INDUSTRIES FOR RENOVATION AND REUSE OF THE YMCA PROPERTY LOCATED AT 203-205 W. CIVIC CENTER DRIVE (STRATEGIC PLAN NO. 3, 5A) w "' Ri CI ANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 151 Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager to negotiate an Exclusive Negotiating Agreement (ENA) for the reuse of the YMCA property with Caribou Industries, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION The YMCA building located at 203-205 West Civic Center Drive (Site) was purchased by the City in 1992. The building has been vacant since that time and has been in serious disrepair due to age and vandalism. Recent efforts have been taken to remediate several outstanding issues such as asbestos clean-up and the placement of security cameras at the site. Over $1 million dollars in funding was used to remediate these issues. Over the years, the City has made several attempts to market/entertain proposals for the site but the substantial City subsidy required by developers and end users has been an issue. To bring the building up to current City codes, there would be an anticipated investment of up to $5 million dollars for seismic retrofit, fire suppression, electrical/plumbing to current code, and other structural improvements. In November 2015, the City Council approved an option agreement for the sale and renovation of the YMCA with St. Joseph's Health System for the development of a fitness center/community venue for the underserved population living near the downtown. Unfortunately, citing ever-changing dynamics of health and fitness businesses in downtown and an unforeseen project cost estimate over $5 million higher than anticipated, St. Joseph's Health System requested to terminate the Agreement to purchase and rehabilitate the YMCA in. December 2017. In February 2018, the City released a Request for Qualifications and Development Concepts for the renovation and reuse of the former YMCA Building. Four proposals were received in April, 2018 for this solicitation. 19C-1 ENA for YMCA January 15, 2019 Page 2 Evaluation of Proposals Each proposal has been evaluated and additional information was requested from the developers during the months that followed. All proposals were then evaluated by a selection panel which included representatives from the Community Development Agency, Planning and Building Agency, and the Public Works Agency. Criteria included experience of firm and key personnel; financial capacity; development schedule, project concept and completeness of proposal including organization and clarity. As a final step in the evaluation process, all four proposers were invited to present their development proposals to the Economic Development, Infrastructure, Budget and Technology (EDIBT) Council Committee on August 20, 2018. The proposals represented a range of development opportunities listed below. The selection panel completed the review of the proposals and the rankings are as follows: Proposer Score 1. Howard CDM/OCSA 86.25 • Expansion of OCSA to include a new Design and Art Center 2. Caribou Industries 67.48 • Boutique hotel 3. Community Development Partners/City Fabrik 66.75 • Veteran's Hall project including residential 4. The Sound • A community center/small business start-up incubator 66.00 Committee Direction At the September 10th regular EDIBT Council Committee meeting, the Committee directed staff to take an extra step to reach out to the top two rated proposers (Howard CDM/OCSA and Caribou Industries) to see if the two proposers could team up on pairing their proposal for resubmission to the City. Staff reached out to both parties via telephone on Friday, September 14, 2018. After discussing the potential of a joint proposal, both Howard CDM/OCSA and Caribou Industries agreed that a deal would not work at this time. At the October 8th Special EDIBT Council Committee meeting, the Committee directed staff to proceed with a recommendation to the full Council to enter into an exclusive negotiating agreement with Caribou industries for the renovation and reuse of the YMCA building. Caribou's project, which includes a hotel component, is expected to generate significant tax revenue for the City. The Committee also requested that the Caribou proposal include substantial community benefits, citing examples such as a Sylvia Mendez Museum, a concept utilizing wine and spirits, or shared space for local workers as part of the project. Caribou has also expressed interest in leasing a portion of the YMCA to the Orange County High School of the Arts for their proposed Design and Art Center project. 19C-2 ENA for YMCA January 15, 2019 Page 3 Upon City Council approval of this action, staff will begin the development of a draft Exclusive Negotiating Agreement with Caribou Industries and will work to define the business terms of the agreement for future City Council action. STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #3 (Economic Development), Objective #5 (Leverage private investment that results in tax base expansion and job creation citywide), Strategy A (Identify and market underutilized properties for new development that will create new jobs and expand the City's tax base). FISCAL IMPACT There is no fiscal impact associated with this action. ' �_ N- V � Steven A. Mendoza Executive Director Community Development Agency Exhibit: 1. 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E �y�� CMS 0 az O N �4 0 U OU DOWD N31N3J 1NN3Q VOWA 03SOJOydj ll� a owu m October 29, 2018 Marc Morley City of Santa Ana Economic Development Division 20 Civic Center Plaza (M-25) PO Box 1988 Santa Ana, CA 92702 Re: YMCA Major Community Benefits Dear Marc, YMCA/Caribou Industries Incorporated Historic Renovation, Wellness Center Arts, Local Cultural Exhibit Hall and Grand plaza Hotel As proposed previously, I plan to maintain the ultimate historic integrity of the YMCA and transition the building to a more urban economical and feasible tax generating building for the city of Santa Ana. In keeping with the philosophy of the YMCA as a center for the community, our proposal has a Wellness Center Health club facility In the basement, art gallery to exhibit famous artist as well as local talent, Bistro Style Cafe, World Wine Collection, Community [Banquet Hall, Classrooms, tutoring center and office space. Another option would be to include boutique style hotel rooms that would complement the proposed future Grand Plaza Hotel addition. Basement: Wellness Center I lCath Club is designed to be a membership facility for the civic center union groups as well as employees of the city and county. My plan is to renovate the existing historic pool as well as adding state of the art fitness equipment, cardio equipment, Pilates and fitness educational center. It will be a community retreat center for health and fitness; morning, noon and evening. First floor: The Main floor of the building will be the Grand Entrance Foyer for the building as well as the proposed future hotel addition. The reception, reservations lobby will maintain the old-world charm of the YMCA with its massive wood burning fireplace and Include a Bistro Cafe. I am working with a World Class Wine collector that wishes to exhibit fine wines from around the world. The Art Gallery will be a public center for local artist as well as artist like Sylvia Mendez. The gallery is designed for community out reach and a center for local residents to engage In art education. 1103 North Broadway, Santa Ana, CA SIfyCTel 814) 543-9454 Fax: (714) 543-9972 The main floor will also have a Grand Ball Room/ Banquet Hall and Exhibition Center for community events and conferences. i i The Hall will be able to accommodate up to 300 people and will be equipped with state-of-the-art audio and visual capabilities for presentations Second and Third Floor: Depending on the economic climate, several options are available. Option One being creative and innovative office space, wellness center and art display. Option two would have art education classrooms with a tutoring and mentoring center. And Option Three would be boutique style hotel rooms to compliment the proposed Grand Plaza Hotel expansion and convention center. The upper floors are flexible and can accommodate any of the proposed options, or a mixture of matching other great creative urban life style solutions. Marc, my plan is to create a world class artist themed center for all the community to enjoy and be proud of and to bring their friends and family to showcase our beautiful city of Santa Ana. I take immense pride in being a major developer helping transform our City and would take get pride in this renovation of the Historic YMCA. This project would add to the historic collection of the other World Class renovations that I have very successfully completed within the city of Santa Ana: 207 N Broadway, The Santora Building, 505 N Sycamore, The Masonic Temple, 100 S Main, The United Auto Building 1914 Horseless Carriage Building, The Twist Bassler House, which is now the Cabrillo Tennis Club, the 1922 Christian Science Church which is now Michael F Harrah Symphony Hall, 888 N Main adaptive reuse apartment homes, Security Pacific Building and several other Historic Homes as well. professional regards, fylfchael Harrah President Caribou Industries, Inc. 19C-19 19C-20 Z REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JANUARY 15, 2019 TITLE: STRATEGIC PLAN MONTHLY REPORT FOR DECEMBER 2018 {STRATEGIC PLAN NO. 5, 1} RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 151 Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Receive and file the Strategic Plan Monthly Report for December 2018. DISCUSSION The December 2018 monthly report provides departmental activity in alignment with the stated goals of the Strategic Plan. The report includes tasks, next steps, outcomes and percentage completed for each strategy. The Strategic Plan Monthly Reports are available on the City's website at: https://www.santa-an a. org/cm/creating-our-future-strategic-planning-process. STRATEGIC PLAN ALIGNMENT This item supports the City's efforts to meet Goal #5 - Community Health, Livability, Engagement & Sustainability, Objective #1 (Establish a comprehensive community engagement initiative to expand access to information and create opportunities for stakeholders to play an active role in discussing public policy and setting priorities). FISCAL IMPACT There is no fiscal impact associated with this item. 19D-1 19D-2 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JANUARY 15, 2019 TITLE: APPROVE APPROPRIATION ADJUSTMENT AND PURCHASE AND SALE AGREEMENT FOR PORTIONS OF CITY -OWNED REAL PROPERTY AT 1301 AND 1305 WEST 12TH STREET FOR BRISTOL STREET IMPROVEMENTS PROJECT PHASE 3A (PROJECT NO. 136792 NONGENERAL FUND) (STRATEGIC PLAN NOS. 6, 1G; 3,2C) 'v i RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s' Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER 1. Authorize the City Manager and Clerk of the Council to execute a purchase and sale agreement with Marshall -Kelley LLC, a California corporation, for the sale of City -owned property located at 1301 and 1305 West 12th Street in the amount of $233,400, subject to nonsubstantive changes approved by the City Manager and City Attorney. 2. Approve an Appropriation Adjustment recognizing revenue in the amount of $159,879 in the Select Street Construction Fund revenue account for fiscal year 2018-19 from the sale of City - owned property located at 1301 and 1305 West 12th Street and appropriating the same to the OCTA Bristol Street Corridor Improvements expenditure account. Receipt of Measure M Street Construction proceeds in the amount of $73,521 will be disbursed to the Orange County Transportation Authority. The subject properties at 1301 and 1305 West 12th Street (APN 004-113-34 and APN 004-113- 19, respectively) were acquired as part of Bristol Street Improvements Project, Phase 3A from Civic Center to Washington. The Bristol Improvements include constructing a cul-de-sac located on Bristol and 12th Street. Those improvements will result in the subject remnant parcels being too small and irregularly shaped to independently develop (Exhibit 1). Moreover, the subject parcels, zoned Commercial, are considered 'landlocked" due to their small size for its zoning (7,780 square feet) and no independent utility access. Immediately to the north of the two subject properties, the City obtained a partial acquisition from a portion of the parking lot at 1220 North Bristol Street. The property owners of 1220 North 20A-1 Purchase and Sale Agreement of Portions of City -owned Real Property at 1301 and 1305 W. 12th Street January 15, 2019 Page 2 Bristol, hereby referred to as "Marshall -Kelley," approached the City and are interested in acquiring the subject "landlocked" properties, in order to regain the parking spaces lost and upgrade their overall site. During the course of the Bristol Street Improvements, the Public Works Agency has acquired numerous properties along the corridor. The subject properties were acquired as part of Bristol Street Improvements Phase 3A. The purchase prices of the two properties acquired by the City were based on appraised values prepared by a state licensed appraiser. The portions of these properties that will remain after the Bristol Street Improvements are completed, and which will not be used by the project, are being held for purposes of exchange or sale. Marshall -Kelley has agreed to acquire the subject properties for the appraised amount of $233,400 (Exhibit 2). Sale of City Owned Parcels- Le -gal Authority Under the Santa Ana Municipal Code (SAMC) Section 2-706, surplus real property may be sold after Council approval to the highest bidder, subject to final confirmation by the Council and with notice of the sale provided by newspaper publication. SAMC section 2-709, however, provides an exemption to this procedure and permits a sale on direct negotiation without the need for public auction or competitive bidding, upon 2/3 vote of the City Council after a duly noticed public hearing. The sale of these properties will return them to the property tax rolls as part of the larger commercial property. The subject parcels have a total combined area of approximately 7,780 square feet and would otherwise present a challenge to the City to market and sell to parties other than the adjacent property owner. Because a portion of the original acquisition funds came from Orange County Transportation Authority (OCTA) grant funding, a portion of the proceeds from this sale of land are restricted and will be used to reimburse the granting agency, based on local match requirements associated with acquisition funding. For these reasons, City Council adopted a resolution on. October 16, 2018, to allow direct negotiations with Marshall -Kelley. Staff recommends approval of the Purchase and Sale Agreement. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #6 — Community Facilities & Infrastructure, Objective #1 (establish and maintain a Community Investment Plan for all City assets), Strategy G (develop and implement the City's Capital Improvement Program in coordination with the Community Investment and Deferred Maintenance Plans). Approval of this item also supports the City's efforts to meet Goal #3 — Economic Development, Objective #2 (create new opportunities for business/job growth and encourage private development through new General Plan and Zoning Ordinance policies), Strategy C (support business development and job growth along transit corridors through the completion of critical transit plans/projects). 20A-2 Purchase and Sale Agreement of Portions of City -owned Real Property at 1301 and 1305 W. 12th Street January 15, 2019 Page 3 ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT Approval of the recommended Appropriation Adjustment will recognize the receipt of $159,879 into the Select Street Construction Fund revenue account (No. 05917002-57071) and appropriate the same into the OCTA Bristol Street Corridor Improvements Fund expenditure account (No. 05917661-66100). These funds will be available for expenditure on the Bristol Street Improvement Project. The remaining proceeds of $73,521 will be received in the Measure M Street Construction Fund (Account No. 03201001-20215) for disbursement to OCTA. Public Warks Agency Exhibits: 1. Location Map 2. Agreement APPROVED AS TO FUNDS AND ACCOUNTS: Kathryn Downs, CPA GWr � Ty Executive Director Finance and Management Services Agency 20A-3 20A-4 4 (NTS) - SUBJECT PROPERTIES EXHIBIT 1 SANTA ANA PURCHASE AND SALE AGREEMENT FOR PORTIONS OF CITY -OWNED REAL PROPERTY PWA AT 1301 AND CIE WEST 12TH STREET (NON -GENERAL FUND) (STRATEGIC PLAN NO. 6, 1G; 3,20) 20A-5 PAGE 1 OF 1 20A-6 AGREEMENT OF PURCHASE AND SALE ASSESSOR PARCEL NUMBERS: 004-113-19 and 004-113-34 THIS AGREEMENT of Purchase and Sale ("Agreement"), dated , 2018, is entered into, by and between the CITY OF SANTA ANA, a California charter city and municipal corporation ("Seller") and Marshall -Kelley, LLC, a California limited liability company ("Buyer") for the acquisition by Buyer of certain real property described below. RECITALS A. Seller owns certain real property commonly known as Orange County Assessor Parcel Nos. (APN) 004-113-19, and 004-113-34, located at 1301 and 1305 West Twelfth Street, in the City of Santa Ana, County of Orange, State of California. Buyer desires to purchase a fee interest in such real property owned by Seller as more particularly described and depicted in Exhibits "A-1" and "A-2", attached hereto and made part hereof ('Property"), and Seller desires to sell the Property. B. A copy of the Grant Deeds for APN Nos. 004-113-19, and 004-113-34, filed with the County of Orange as Document Nos. 2016000282070 and 2017000086484, are attached hereto as Exhibit "B-1" and "B-2" and incorporated herein by this reference. C. The subject Property was acquired by Seller in 2016 and 2017 as part of the Bristol Street Improvement Project. These parcels are vacant and are not needed for public use or improvements. D. The parties desire by this Agreement to provide the terms and conditions for the purchase and sale of the Property. AGREEMENT The parties therefore agree as follows: PURCHASE Buyer agrees to buy, and Seller agrees to sell and convey, the Property for the purchase price and upon the terms and conditions hereinafter set forth. 2. ESCROW Upon execution of this Agreement by all parties, the parties shall open an escrow ("Escrow") with Commonwealth Land Title Company ("Escrow Holder"), whose address is 4100 Newport Place Drive, Suite 120, Newport Beach, CA 92660, for the purpose of consummating the purchase and sale of the Property, as described herein. The date on which Escrow is opened with Escrow Holder shall be referred to as the "Effective Date." The parties shall execute and deliver to Escrow Holder such escrow instructions prepared by Escrow Holder, as may be required to consummate the transaction contemplated by this Agreement. If there is any inconsistency between 5207.01 -PSA -117278R y 29ALVs such instructions and this Agreement, this Agreement shall control unless the parties expressly agree in writing otherwise. The Escrow instructions shall include the following terms and 'conditions of sale: 2.1 Purchase Price The total purchase price for the Property shall be the sum of Two Hundred Thirty Three Thousand Four Hundred Dollars ($233,400.00) ("Purchase Price"). (a) Escrow Deposit. Within three (3) business days following the Effective Date, Buyer will remit into escrow a deposit of Ten Thousand Dollars ($10,000.00) ("Escrow Deposit"). Such Escrow Deposit shall be fully refundable until the expiration of the Due Diligence Period and as otherwise set forth herein. Such Escrow Deposit shall be credited towards the Purchase Price paid to Seller as provided in this Agreement. (b) Closing Payment. The Purchase Price, as adjusted by the application of the Escrow Deposit and by the proration and credits specified herein, shall be paid by Buyer to Seller in cash at the Close of Escrow (the amount to be paid under this Section 2.1(b) being herein called the "Closing Payment"). (c) Independent Consideration, Escrow Holder shall pay a portion of the Escrow Deposit in the amount of One Hundred Dollars ($100.00) ("Independent Consideration") to Seller upon the earlier to occur of the Close of Escrow (as defined below) or the termination of this Agreement for any reason. The Independent Consideration constitutes bargained -for consideration for this Agreement and Buyer's rights under Section 2.6(d) and is expressly acknowledged to be adequate. The obligation of Buyer to pay the Independent Consideration to Escrow Holder, and the obligation of Escrow Holder to pay the same to Seller, are unconditional and shall survive any termination of this Agreement. 2.2 Close of Escrow If Buyer does not exercise its right to terminate this Agreement under Section 2.6(d) prior to the expiration of the Due Diligence Period (as defined below), then Escrow shall close ("Close of Escrow") within thirty (30) days following the expiration of the Due Diligence Period or as soon as possible thereafter. 2.3 Condition of Title to Property Seller shall cause the conveyance of title to the Property to Buyer as evidenced by an CLTA Owner's Policy of Title Insurance covering the Property and any easements appurtenant thereto ("Title Policy") issued by Commonwealth Land Title Company ("Title Company") in an amount equal to the Purchase Price. During the Due Diligence Period, Buyer shall have the right to obtain and examine a CLTA title commitment (the "Title Commitment') binding the Title Company to issue the Title Policy to Buyer. 2.4 Escrow and Closing Costs 5207.01 -PBA -111218R 20A-8 Buyer shall pay the cost of the Title Policy, the Escrow Fees and all documentary transfer fees and recording fees, as may be applicable, and all other costs and expenses incurred related to the purchase of the Property by Buyer (collectively, "Closing Costs"). Seller shall pay all other costs and expenses incurred by Seller related to the sale of the Property. 2.5 Deposit of Funds and Documents (a) Prior to Close of Escrow, Buyer shall deposit into Escrow (i) the Escrow Deposit, (ii) all escrow and Closing Costs as described above; (iii) the Closing Payment; and (iv) such other documentation as is necessary to close Escrow; provided, however, that Buyer shall not be required to deposit the Closing Payment until - Buyer has been notified by Escrow Holder that (i) Seller has delivered to Escrow Holder each of the documents and instruments to be delivered by Seller in connection with the sale of the Property, (ii) Title Company is irrevocably and unconditionally committed to issue and deliver the Title Policy, and (iii) the only impediment to Close of Escrow is delivery of such amount by or on behalf of Buyer. (b) Prior to the Close of Escrow, Seller shall deposit into Escrow (i) the properly executed grant deed for conveyance of the Property to Buyer; and (ii) such other documents and sums, if any, as are necessary to close Escrow in conformance herewith. 2.6 Buyer's Conditions Precedent to Close of Escrow The obligation of Buyer to purchase the Property as contemplated by this Agreement and the Close of Escrow is subject to satisfaction of each of the following conditions: (a) All representations and warranties of Seller set forth in this Agreement shall be true and correct as of the date of the Close of Escrow. (b) Seller shall timely perform all obligations required by the terms of this Agreement to be performed by it. (c) The irrevocable and unconditional written agreement of Title Company to record the grant deed at the Close of Escrow and to issue to Buyer the Title Policy, effective as of the date and time the deed is recorded. (d) Buyer shall have fifteen (15) calendar days from the opening of escrow rDue Diligence Period"), within which to perform and complete all of Buyer's due diligence examinations, reviews and inspections of all matters pertaining to the Property, including all leases and service contracts, all physical, environmental and compliance matters and conditions respecting the Property, and satisfy its contingencies ("Due Diligence Investigations"). During the term of this Agreement, Seller shall provide Buyer with reasonable access to the Property, as further set forth below. Within five (5) days following the Effective Date, Seller shall deliver to Buyer true and complete copies of any environmental reports, title documents, encumbrances, service contracts, leases, rental agreements, and any other agreements, documents, or 5207.01 -PSA -111218R 20A-9 information pertaining to the Property to the extent in Seller's possession or reasonably obtainable by Seller. Seiler will make every effort to provide all pertinent documents, but Seller's inability or failure to provide any document shall not be considered a violation subject to termination of the Agreement. At any time on or before the last day of the Due Diligence Period, Buyer may, in its absolute and sole discretion, for any reason or no reason, give written notice ("Termination Notice") to Seller electing to terminate this Agreement, whereupon a condition to Buyer's obligation to close shall not be satisfied, the Escrow Deposit (less the Independent Consideration) shall be immediately returned by the Escrow Holder to Buyer, and this Agreement, and the obligations of the parties hereunder, shall terminate (other than those obligations that expressly survive a termination of this Agreement). If Buyer fails to deliver the Termination Notice to Seller prior to the expiration of the Due Diligence Period, then Buyer shall have no further right to terminate this ';Agreement and have the Escrow Deposit (less the Independent Consideration) returned to Buyer except as otherwise set forth herein. (e) No material adverse physical change to the Property, including those caused by condemnation and/or casualty, shall have occurred subsequent to the Effective Date and on or prior to the Close of Escrow. (f) Seller agrees at Seller's sole cost to remove and relocate the power pole located on the Property, as depicted as "Existing SCE Power Pole" on the "Power Pole Exhibit" attached as Exhibit "C" hereto (the "Power Pole"), to the location designated as "approximate location of pole, 2' from property line" on Exhibit "C" hereto, promptly after Close of Escrow. Such obligation shall survive the Close of Escrow. The parties each acknowledge and agree that the Power Pole Exhibit indicates that the Power Pole will be relocated to an area on or adjacent to a planned trash enclosure which is located in the area depicted with diagonal lines on the Power Pole Exhibit, and that as a result thereof such trash enclosure area shall be required to be relocated to another location on the Property which shall designated by Buyer and approved by Seller prior to Close of Escrow, which approval shall not be unreasonably withheld, conditioned or delayed. The parties shall cooperate in good faith in finalizing the relocation of such trash enclosure area. 2.7 Seller Conditions Precedent to Close of Escrow For the benefit of Seller, the Close of Escrow shall be conditioned upon the timely performance by Buyer of all obligations required by the terms of this Agreement. 2.8 License to Enter Property During Due Diligence Period Seller licenses the Buyer and its contractors to enter the Property for the purpose of undertaking the Due Diligence investigations as the Buyer deems necessary and appropriate. The license given in this Section 2.8 shall only be effective until the earlier of: (i) the Close of Escrow, (ii) the termination of this Agreement, or (iii) the date of any Termination Notice provided hereunder. The Buyer shall conduct all Due Diligence Investigations during the Due Diligence Period at its sole cost and expense. The Buyer shall abide by any reasonable condition(s) of entry onto the Property 5207.01 -PSA -111218R 20A-10 required by Seller, whether or not set forth in this Agreement. Any Due Diligence Investigations by the Buyer shall not unreasonably disrupt ,any then -existing use or occupancy of the Property. (a) Limitations. The Buyer shall not'conduct any intrusive or destructive testing of any portion of the Property, other than glow volume soil samples, withoutlSeller's prior written consent. Following the conduct of any Due Diligence Investigations on the Property, the Buyer shall restore the Property to substantially its condition prior to the conduct of such Due Diligence Investigations. (b) Indemnity. Buyer agrees to indemnify, defend and hold the Seller, and its officers, employees and agents, harmless from and against all actual damages, judgments, costs, expenses and fees arising from or related to any act or omission of Buyer in performing its Due Diligence Investigations under this Agreement =_ (excluding discovery of any pre-existing conditions at the Property), except to the extent arising out of the negligence or willful misconduct of Seller, its officers, employees or agents. (c) Insurance. Prior to any entry upon the Property by or on behalf of Buyer, Buyer (at Buyer's sole cost and expense) shall provide Seller with a certificate of Buyer's liability insurance policy designating Seller as an additional insured: The foregoing certificate shall evidence that Buyer has obtained a policy or policies of comprehensive general liability and property damage insurance against loss, damage or liability for injury to or death of any person, or loss or damage to property occurring in or about the Property. Such insurance shall include comprehensive general liability coverage for bodily injury and property damage in the amount of at least $1,000,000.00 combined single limit, and shall include automobile liability coverage for bodily injury and property damage in the amount of at least $1,000,000.00 combined single limit. The foregoing policy or policies shall contain a provision that such policy or policies will not be cancelled, reduced in coverage, renewed or otherwise amended in any manner until at least thirty (30) days prior written notice has been given to Seller. Buyer shall see that insurance coverage as provided in this paragraph is maintained throughout the duration of Buyer's right of entry onto the Property. 3. REPRESENTATIONS AND WARRANTIES OF PARTIES 3.1 Representation and Warranties of Seller Seller makes the following representations and warranties with respect to the Property, each of which shall survive Close of Escrow: (a) The execution and delivery of this Agreement by Seller, Seller's performance hereunder, and the consummation of the transaction contemplated hereby will not constitute a violation of any order or decree or result in the breach of any contract or agreement to which Seller is at present a party or by which Seller is bound: and (b) To Seller's actual knowledge, no litigation and no governmental, administrative or regulatory act or proceeding regarding the 5207.01 -PSA -111218R 20A-11 environmental, health and safety aspects of the Property is pending, proposed or threatened; and i (c) Seller will not enter into any agreements or undertake any new obligations prior to Close of Escrow which will in any way burden, encumber or otherwise affect the Property without the prior written consent of the Buyer; and I (d) Seller, as a government agency, has not been subject to real property tax assessment on the property. Transfer of title to Buyer at the Close of Escrow will subject the Property to an assessment from the Orange County Office of the Assessor and shall be the obligation of the Buyer henceforth; and (e) Seller is aware of its obligation under California Health and Safety Code Section 25359.7 to disclose any knowledge which they may have regarding any release of Hazardous Substances (as defined by applicable federal, state and local statutes, rules and regulations) upon or under the Property. Seller warrants and represents to Buyer that Seller is not aware that any such Hazardous Substances have been generated, stored or disposed of upon or under the Property. 3.2 Representations and Warranties of Buyer Buyer makes the following representations and warranties with respect to the Property, each of which shall survive Close of Escrow. (a) Buyer hereby represents and guarantees that it will complete construction and development of the Property for a parking lot at 1220 N Bristol Street substantially in accordance with the development plan approved by Seller's Planning Division Seller under Master I.D. 2018-142774, attached hereto as Exhibit "D" (the "Development") within six (6) months following the later of (a) the Closing Date, or (b) the relocation of the Power Pole per Section 2.6(f), or (c) issuance of the building permit by the City's Planning Department for the Development (the "Development Period"). The Development Period shall be tolled by any delays directly attributable to the actions or inactions of the Seller, by any natural causes outside the control of either party ("Force Majeure"), or by mutual agreement of the parties. Seller shall cooperate in good faith with Buyer in facilitating the completion of the Development, including without limitation promptly issuing any and all required City inspections, permits and approvals requested by Buyer in connection therewith. If Buyer does not complete the Development prior to the expiration of the Development Period, as the same may be extended in accordance herewith, the Seller shall have the option to repurchase the Property from Buyer by delivering written notice to Buyer of its election to repurchase the property (the "Repurchase Notice") within thirty (30) days after the expiration of the Development Period, time being of the essence. In the event Seller timely delivers such Repurchase Notice, title to the Property shall be transferred back to the Seller by grant deed on or before the date which is thirty (30) days after Buyer's receipt of such Repurchase Notice, including any and all improvements to the Property completed by Buyer, subject to and in exchange for payment by the Seller to Buyer of eighty percent (80%) of the Purchase Price, to be paid on or before the date of such transfer. Notwithstanding the foregoing, Buyer shall have the right to nullify such right to repurchase by completing the Development within thirty (30) days after receipt of 5207.01 -PSA -111218R 20A-12 Seller's written notice of exercising its repurchase option. The rights and obligations of Buyer and Seller set forth in this Section shall survive the Close of Escrow. I (b) The execution and delivery of the Agreement by Buyer, Buyer's performance hereunder, and the consummation of the transaction contemplated hereby will not constitute a violation of any order or decree or result in the breach of any contract or agreement to which Buyer is at present a party or by which Buyer is bound; and (c) No other action by Buyer is requisite to the valid and binding execution, delivery and performance of this Agreement, except as otherwise expressly set forth herein. 4. ACKNOWLEDGEMENT OF FULL BENEFITS By execution of this Agreement, Seller hereby acknowledges that this Agreement provides full payment for the acquisition of the Property by Buyer, and Seller hereby expressly and unconditionally waives any claim for damages, interest, loss of goodwill, severance damages, or any other compensation or benefits other than as already expressly provided for in this Agreement, it being understood that this is a complete and full settlement of all acquisition claims, liabilities, or benefits of any type or nature whatsoever relating to or in connection with the acquisition of the Property. 5. REMEDIES If Seller defaults under this Agreement, then Buyer may, without prejudice to any otherwise available remedies at law or in equity or as set forth in this Agreement, either. (i) terminate this Agreement by written notice to Seller, whereupon the Escrow Deposit (less the Independent Consideration) shall be immediately returned by the Escrow Holder to Buyer, and this Agreement and the obligations of the parties hereunder shall terminate (other than those obligations that expressly survive a termination of this Agreement); or (ii) bring an action for specific performance of this Agreement. If Buyer defaults under this Agreement, and such default is not cured within thirty (30) days following the date of Seller's written notice of default to Buyer, then Seller may, as Seller's sole and exclusive remedy under this Agreement by reason of such default, terminate this Agreement by written notice to Buyer, whereupon the obligations of the parties hereunder shall terminate (other than those obligations that expressly survive a termination of this Agreement) and the Escrow Deposit shall be delivered to Seller as full compensation and liquidated damages under and in connection with this Agreement, and in such event, Buyer shall not be liable to Seller for monetary damages except for full payment of the amount of the Escrow Deposit due at the time of termination and forfeiture of said Escrow Deposit to the Seller. Seller's Initials Buyer's Initials 5207.01 -PSA -111218R 20A-13 6. RIGHT OF POSSESSION Seller hereby grants Buyer and its representatives, agents, consultants �nd contractors, physical and legal possession of the Property effective as of the Close of Escrow. 7. AS IS CONDITION Buyer shall rely solely and exclusively upon the results of its Due Diligence Investigations of the Property with regard to any physical condition or state of the Property. By completing the purchase of the Property following its Due Diligence Investigations, Buyer evidences its unconditional acceptance of the condition of'the Property. Buyer acknowledges and agrees that, subject to Seller's representations, -warranties,-covenants and obligations set forth in this Agreement, including without limitation the relocation of the Power Pole, Buyer is purchasing the Property on an "AS- IS," "WHERE -IS" basis. Buyer is not offering to purchase the property based on 'any representation by Seller or Seller's agent except those expressly set forth in Section 3.1. Buyer hereby acknowledges that the purchase of the Property is without warranties of any kind from Seller, expressed or implied, except as expressly set forth in Section 3.1, as to the condition of the Property or its improvements, if any, including, without implied limitation, soils, access to the Property or to utilities, appliances, structure utility systems, roof, foundation, landscaping or any other component of'the Property. Seller does not warrant that the Property conforms with any ordinances, including, without implied limitation, zoning or building ordinances. 8. MISCELLANEOUS 8.1 Notice Any notice to be given or other document or documents to be delivered to either party by the other hereunder may be delivered (a) in person, (b) by overnight courier, (c) by facsimile or as a PDF or similar attachment to an email (provided that such facsimile or email attachment shall be followed within one (1) business day by delivery of such notice pursuant to clause (a), (b) or (d)), or (d) by United States Mail in the State of California, duly registered or certified, with postage prepaid, and addressed as follows: Seller: City of Santa Ana 20 Civic Center Plaza P.O. Box 1988 Santa Ana, CA 92702 Attn: Fuad S. Sweiss, PE, PLS Executive Director, PWA Facsimile: (714) 647-5662 E-mail: FSweiss@santa-ana.org Buyer: Marshall -Kelley, LLC Linda Kelley and Richard Marshall 219 S. Hart Place 5207.01 -PSA -111215R 20A-14 Fullerton, California 92831 Any notice or other document sent by personal' delivery, overnight courier or registered or certified mail as aforesaid shall be considered to have been effectively served, or delivered on the day of actual delivery (whether accepted or refused) as evidenced by printed confirmation if by facsimile or email (provided that if any notice or other communication to be delivered by facsimile or email attachment as provided above cannot be transmitted because of a problem affecting the receiving party's facsimile machine or computer, the deadline for receiving such notice or other communication shall be extended through 'the next business day), as shown by the addressee's return receipt if by certified mail, and as confirmed by the courier service if by courier; provided, however, that if such actual delivery occurs after 5:00 p.m. (local time where received) or on a non -business day, then such notice or communication so made 'shall be deemed effective on the first business day after the day of actual delivery. 8.2 Time of Essence Time is of the essence with respect to each and every provision hereof. 8.3 Assignment Neither this Agreement, nor any interest herein, nor any post -closing obligations of either party, shall be assignable by any party without prior written consent of the other, non -assigning party hereto, except as otherwise expressly set forth herein. For Seller, the Executive Director of Public Works Agency shall have the authority to review and approve or deny any request for assignment. Notwithstanding the foregoing, Buyer shall have the right to assign this Agreement including any rights or obligations set forth herein to (a) an entity that is wholly owned or controlled by Buyer, Linda Kelly, and/or Richard Marshall, provided Buyer shall give Seller at least five (5) days prior written notice of such assignment to Seller, and Buyer shall not be released from its obligations as a result of such assignment, and/or (b) to a subsequent purchaser of the Property after Close of Escrow, provided such purchaser assumes any outstanding post closing obligations of Buyer in a signed writing delivered to Seller. 8.4 Governing Law All questions with respect to this Agreement, and rights and liabilities of the parties hereto, shall be governed by the laws of the State of California. Venue shall be in the County of Orange. 8.5 Inurement Subject to the restrictions against assignment as herein contained, this Agreement shall inure to the benefit of and shall be binding upon, the assigns, successors in interest, personal representatives, estates, heirs and legatees of each of the parties hereto. 5207.01-PSA-1MIM 20A-15 8.6 Attorney's Fees In the event of any controversy, claim or dispute between the parties hereto, arising out of or relating to this Agreement or the breach thereof, the prevailing party shall be entitled to recover from the other party reasonable expenses, attorney fees and costs. 8.7 Entire Agreement The Agreement contains the entire Agreement of the parties hereto, and supersedes any prior written or oral agreements between them concerning the subject matter contained'herein. There are no representations, agreements, arrangements, or understandings, oral or written, between the parties hereto, relating to the subject matter contained in this Agreement which are not fully expressed herein' 8.8 1 Additional Documents All parties hereto agree to execute any and all additional documents and instruments necessary to carry out the terms of this Agreement, subject to the reasonable approvals of the party or parties executing the same. 8.9 No Merger All warranties, representations, acknowledgements, releases, covenants and obligations contained in this Agreement shall survive delivery and recordation of the grant deed. 8.10 Authority to Execute Agreement The persons executing this Agreement and the instruments referenced herein on behalf of Buyer and Seller hereby represent and warrant that such persons have the right, power and authority to bind Buyer and Seller, respectively. 8.11 Counterparts This Agreement may be signed in counterpart or duplicate copies, and any signed counterpart or duplicate copy shall be equivalent to a signed original for all purposes. [SIGNATURES ON NEXT PAGE] 10 5207.01 -PSA -111218R 20A-16 SIGNATURE PAGE TO AGREEMENT OF PURCHASE AND SALE ASSESSOR PARCEL NUMBERS: 004-113-19 and 004-113-34 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. 5207.01-PSA-11121SR SELLER: CITY OF SANTA ANA, a California charter city and municipal corporation By: Raul Godinez II City Manager ATTEST: By: Maria Huizar Clerk of the Council APPROVED AS TO FORM: By: ,� On M. Funk Assistant City Attorney BUYER: Marshall -Kelley, LLC a California Limited Liability Company By: 20A-17 EXHIBITS "A-1 & A-2" LEGAL DESCRIPTION OF iTHE PROPERTY 11 20A-18 EXHIBIT `A-1' L�15Le7Lr17 o�Y C�)►iaCi)H RIGHT OF WAY PURPOSES — AP No. OQ4-113-19 1N THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE, OF CALIFORNIA, BEING A PORTION OF LOT 14 OF TRACT NO. 1256, PER MAP RECORDED IN BOOK 41, PAGE 48 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, LYING NORTHWESTERLY OF THE FOLLOWING DESCRIBED LINE: COMMENCING AT THE INTERSECTION OF TWELFTH STREET AND BRISTOL STREET AS SHOWN ON SAID MAP; THENCE, ALONG SAID CENTERLINE OF TWELFTH STREET, NORTH 89°31'48" WEST, 169.05 FEET; THENCE, PERPENDICULAR TO SAID CENTERLINE, NORTH 00028'12" EAST, 30.00 FEET, TO A POINT ON THE NORTH RIGHT OF WAY LINE OF SAID TWELFTH STREET, SAID POINT ALSO BEING ON A NON -TANGENT CURVE, CONCAVE NORTHWESTERLY AND HAVING A RADIUS OF 95.10 FEET, A RADIAL LINE THROUGH SAID POINT BEARS SOUTH 21014'42" EAST, SAID POINT ALSO BEING THE TRUE POINT OF BEGINNING; THENCE, NORTHEASTERLY ALONG SAID NON -TANGENT CURVE 38.68 FEET THROUGH A CENTRAL ANGLE OF 23018'09" TO A POINT OF REVERSE CURVATURE WITH A CURVE, CONCAVE TO THE SOUTHEAST AND HAVING A RADIUS OF 43.00 FEET; THENCE, NORTHEASTERLY AND EASTERLY ALONG SAID REVERSE CURVE 34.78 FEET THROUGH A CENTRAL ANGLE OF 46020'55" TO THE EAST LINE OF SAID LOT 14; CONTAINING AN AREA OF 4871 SQUARE FEET, MORE OR LESS. ALL AS SHOWN ON EXHIBIT'B', ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF. SUBJECT TO COVENANTS, CONDITIONS, RESTRICTIONS, RESERVATIONS, EASEMENTS OF RECORD, AND RIGHTS OF WAY, IF ANY. THIS DESCRIPTION HAS BEEN PREPARED BY ME ON SEPTEMBER 12TH, 2016 ��p tAND ANTHONY C. CUOMO, PLS 6042 Mthony fd: Cuomo �� No. 42 Tg' OF CAI�t% 20A-19 EXHIBIT'A-2' LEGAL DESCRIPTION FOR RIGHT OF WAY PURPOSES — AP No. 004-113; 34 IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, BEING A PORTION OF LOT 15 OF TRACT NO. 1256, PER MAP RECORDED IN BOOK 41, PAGE 48 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, LYING NORTHERLY AND WESTERLY OF THE FOLLOWING DESCRIBED LINE: COMMENCING AT THE INTERSECTION OF TWELFTH STREET AND BRISTOL STREET AS SHOWN ON SAID MAP; THENCE, ALONG SAID CENTERLINE OF TWELFTH STREET, NORTH 89°31'48" WEST, 169.05 FEET; THENCE, PERPENDICULAR TO SAID CENTERLINE, NORTH 00028'12" EAST, 30.00 FEET, TO A POINT ON THE NORTH RIGHT OF WAY LINE OF SAID TWELFTH STREET, SAID POINT ALSO BEING ON A NON -TANGENT CURVE, CONCAVE NORTHWESTERLY AND HAVING A RADIUS OF 95.10 FEET, A RADIAL LINE THROUGH SAID POINT BEARS SOUTH 21014'42" EAST; THENCE, NORTHEASTERLY ALONG SAID NON -TANGENT CURVE 3-8.68 FEET THROUGH A CENTRAL ANGLE OF 23°18'09" TO A POINT OF REVERSE CURVATURE WITH A CURVE, CONCAVE TO THE SOUTHEAST AND HAVING A RADIUS OF 43.00 FEET; THENCE, NORTHEASTERLY AND EASTERLY ALONG SAID REVERSE CURVE 34.78 FEET THROUGH A CENTRAL ANGLE OF 46020'55" TO A POINT ON THE WEST LINE OF SAID LOT 15, SAID POINT BEING THE TRUE POINT OF BEGINNING; THENCE, CONTINUING EASTERLY AND SOUTHEASTERLY ALONG LAST SAID CURVE 38.95 FEET THROUGH A CENTRAL ANGLE OF 51°54'21" TO A POINT OF REVERSE CURVATURE WITH A CURVE CONCAVE TO THE NORTH AND HAVING A RADIUS OF 5.00 FEET, THE NORTHEASTERLY TERMINUS OF SAID CURVE BEING A POINT OF TANGENCY WITH A LINE, SAID LINE BEING PARALLEL WITH AND 64.00 FEET WEST OF SAID CENTERLINE OF BRISTOL STREET; THENCE, SOUTHERLY, EASTERLY, AND NORTHERLY ALONG LAST SAID CURVE 12.42 FEET THROUGH A CENTRAL ANGLE OF 142016'12" TO SAID POINT OF TANGENCY WITH SAID PARALLEL LINE; THENCE, NORTH 1°31'41" EAST ALONG SAID PARALLEL LINE 74.43 FEET TO THE NORTH LINE OF SAID LOT 15; CONTAINING AN AREA OF 2909 SQUARE FEET, MORE OR LESS. 20A-20 ALL AS SHOWN ON EXHIBIT `B', ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF. SUBJECT TO COVENANTS, CONDITIONS, RESTRICTIONS, RESERVATIONS, EASEMENTS OF RECORD, AND RIGHTS OF WAY, IF ANY. ' THIS DESCRIPTION HAS BEEN PREPARED BY ME ON SEPTEMBER 12T" , 2016 SE.o SND ANTHONY C. CUOMO, PLS 6042 y Anthony ft CUOMO No. 42 OF 20A-21 30' -040 N0078'120E f� T A p 30.00' N0131'41 "E 93.69' v m00 Z --- � ✓J `• v \ )SO Za I Z cn �N�� m z Z ro 2 �2 R Nm Im lo_ S� "N In 'rl ly alU o O W o m ^' L� a 33.68' 60.01' F co w RS 0 0 s m u y s� n v <0 �v 0 m o c7 1sT o w p D I a> n o N013141 E 74.43' -T------- vom I I -- n ZOO N a ro o {= {JDcs N0131'41"E 78.96' �W� to N I p I I `o BRISTOL ST +z NOI31'41 E — n� 5N 08 i 9or w rn R 521 as N E2 1II��1II � N 00� rn o 'Ll m Z O y5 of 9 8z y Ay4s% n �p z DO y0 Y ,Owo O0 COJI- V O O N I V 0 1 c�+ '^ �S` pC` W N W W m oRN�A A t � ti a CI a= 6a 20A-22 EXHIBIT "B-1 & B- 2" [attached behind this page] 12 20A-23 F'olf3ir "B-1 11 0066-niMI" aA.dt'ijtdcompany When recorded, please mail this instrument and tax statements to: Clerk of the Council City of Santa Ana 20 Civic Center Plaza, M-30 Santa Ana, California 92701 Kecorueu in vmclal Kecorus, orange county Hugh Nguyen,Clerk-Recorder IIIIIII111111IIIIIJI11111111111111111111111111111111111Jill II111111I NO FEE * S R 0 0 0 8 4 6 9 0 1 9 $ 2016000282070 4:06 pin 06121116 63 406 G02 F13 A04 7 0.00 0.00 0.00 0.00 18.00 0.00 0.00 0.00 Free recording requested by TDECI7YOFSANTAANAPER ! SPACE ABOVE TMS LINE FORRECORDEWS USE GOVERNhIEN'T CODE SECn %t Oman APPROVED AS TO _.[ APPAOYHDHY DESCWTION DESCAO'IION AP. RAV MAP PBORiLT TAM FORM BYATfY, bRtECCOA HRITMBY GREC[Q7}O.K NUMBER 004-11}i9 MWER NUMBER x 1305 W 12th Street, Suta Am, CA 92703 DEE DNU EW 692517 GRANTDEED FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, Jose Sergio Bravo, a married man, as his sole and separate property, Marco Antonio Bravo, a single man, Martin Silvestro Bravo, a single man, all as joint tenants Do Hereby Grant to the CITY OF SANTA ANA, a charter City and municipal corporation duly organized under the Constitution and laws of the State of California, for public roadway purposes, all that real property in the City of Santa Ana, Orange County, State of California, located at 1305 W. 12th Street, Santa Ana, CA 92703 ,described as follows: SEE EXHIBIT "A" ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF- tt_��lf5 &nV(,gWU ArrWt )c"S Y"Y44 _�' 0'4 'p—WrAO &WrP1t'M1o,( pAtp,uVoy. (,al M11., Dated : 3117116 7//G Dated : 3 113 Z 9 Dated : -311311b By: ' L. SergioJWse BraWo By: u Aa 1'&., r do oo�WQAZO Marco Antonio Bravo By: &ftj o Martin Silvestro Bravo 20A-24 %-` Commonwealth Land title Company When recorded, please mall this instrument and tax statements to: Clerk of the Council Clty of Santa Ana 20 of Center Plaza, M-30 Santa Ana, California 92701 A-2016- 57 Free recording requested by TWaNOFSAMAANAPER I GOVERMENT CODE SECTION 61.03. CANCIL I APPROVFDASM T=3 FORMRYA2W.. x A APPROVBDBY I NPSMUMON DIXBCTOR VRrmNBY -Recaraeo u-txti lar mcoras,vrange county — Hugh Nguyen,Clerk-Recorder 111111111111111111111111111111111111111111111111111111111111111111111111111 NO FEE * $ R 0 0 0 9 0 9 8 7 7 8 S 20170000864841:08 pm 03/01117 217 406 G02 A04 6 0.00 0.00 0.00 0.00 16.00 0.0o 0.00 0.00 SPACE ABOVE THIS LINE FOR RECORDER'S USE DESCRWnON I AP. CHECSEDOK 004-113-74 1303 Went 121h St=% Santa AnN CA 92703 GRANTDEED NIYMAP NUMBER FOR VALUABLE CONSIDERATION, receipt of which Is hereby acknowledged, Jose M. Marquez and Cecilia M. Marquez, husband and wife as joint tenants Do Hereby Grant to the CITY OF SANTA ANA, a charter City and municipal corporation duly organized under the Constitution and laws of the State of California, for public roadway purposes, all that real property in the City of Santa Ana, Orange County, State of California, located at 1301 West 12th Street, Santa Ana, CA 92703, described as follows: SEE EXHIBIT "A° ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF; Dated : — 1 Li — Dated: J e M. Marquez By: Ce(ffla M. Marquez 20A-25 [EXHIBIT "C" Power Pole Location ] 20A-26 �a (¢e MM ! K ! � i ! ? i � : ! ; � S e • �� ! iii gg p afi:. i gq!19l 4i i! � i $• Z €@gI1g9 A i k G{= F e I E F Y is ��IBF o !E•i�Epli �`!l FFii�:g g.c B. �d-.il �.�:�i �� IIF'i'J€lii e°.i 2iil F?fp e;i'$395 I giipl 9iits92z: I ��•�� B I K,i.7 NI RKRAdA d 1551: 9�: .�?5�` R I k� I I I � I ! I I I I I 1 9 , I �I I / I I I I I � I I I I I I I I 0 0 t s fil )I ®911 Ys.! [ADD EXHIBIT D DEVELOPMENT PLAN Master ID 2018-142774] 20A-28 d r �I REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JANUARY 15, 2019 TITLE: APPROVE APPROPRIATION ADJUSTMENTS FOR FUNDING FROM THE HUD-VASH PROGRAM AND MAINSTREAM VOUCHER PROGRAM (STRATEGIC PLAN NOS. 4, 1; 5,3) 1 V V ` Zr- CITY rCITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s' Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Approve an appropriation adjustment recognizing additional Housing and Urban Development Veterans Affairs Supportive Housing (HUD-VASH) Program funds in the amount of $2,183,924 in revenue account (no. 13618002-52000) and appropriating the same amount to expenditure account (no. 13618760-69158). 2. Approve an appropriation adjustment recognizing additional Mainstream Housing Choice Voucher Program funds in the amount of $585,384 in revenue account (no. 13818002- 52000) and appropriating the same amount to expenditure account (no. 13818760-69158). DISCUSSION In September 2017 and again in May 2018, staff submitted an application to the U.S. Department of Housing and Urban Development (HUD) for available funding through the HUD - Veterans Affairs Supportive Housing (HUD-VASH) program. HUD-VASH is a collaborative program between HUD and the Veterans Administration (VA) which combines HUD housing vouchers with VA supportive services to assist veterans who are homeless and their families find and sustain permanent housing. Both applications were successful and this appropriation action approves and recognizes three separate awards of HUD-VASH vouchers. On April 13, 2018 the Housing Authority was awarded $1,054,965 in budget authority to support 100 H,UD-VASH vouchers from the Fiscal Year (FY) 2017 competitive application (Exhibit 1). On September 14, 2018 the Housing Authority was awarded $1,075,199 in budget authority to support 100 additional HUD-VASH vouchers received from the FY 2018 competitive application (Exhibit 2). A second award of 5 HUD-VASH vouchers with additional budget authority of $53,760 was also received on December 11, 2018 as part of the same FY 2018 competitive application (Exhibit 3). In total this action approves and appropriates $2,183,924 to support 205 HUD-VASH vouchers. In June 2018, staff also submitted an application to HUD for available funding through the Mainstream Voucher Program. The Mainstream Voucher Program is a sub -set of special 20B-1 Approve Appropriation Adjustments for HUD-VASH and Mainstream Voucher Programs January 15, 2019 Page 2 purpose vouchers through the Housing Choice Voucher (HCV) program dedicated to serve non - elderly persons with disabilities who are transitioning out of institutional or other segregated settings; at serious risk of institutionalization; homeless; or at risk of becoming homeless. The program is designed to further the goals of the Americans with Disabilities Act (ADA) by assisting persons with disabilities to live in the most integrated setting. On September 24, 2018 the Housing Authority was awarded $585,384 in budget authority to support 50 Mainstream Vouchers for homeless, non -elderly persons with disabilities. HUD's funding allocations did not align with the City's fiscal year. During the preparation of the FY 2018-19 budget, Information regarding the new allocations of the HUD-VASH and Mainstream Program Voucher funds were not available from HUD. These appropriation adjustments approve and recognize the award of funds from HUD. City Council/Housing Authority was previously notified of the awards in two notable communications from the City Manager. STRATEGIC PLAN ALIGNMENT Approval of these items assists the City in meeting Goal #4 — City Financial Stability, Objective #1 (Maintain a stable, efficient and transparent financial environment) and Goal #5 — Community Health, Livability, Engagement & Sustainability, Objective #3 (Facilitate diverse housing opportunities and support efforts to preserve and improve the livability of Santa Ana Neighborhoods). FISCAL IMPACT Approval of the HUD-VASH Program appropriation adjustment will recognize $2,183,924 in revenue account (no. 13618002-52000) and increase the FY 2018-19 Housing Assistance Payment expenditure account (no. 13618760-69158) by the same amount. Approval of the Mainstream Housing Choice Voucher Program appropriation adjustment will recognize $585,384 in revenue account (no. 13818002-52000) and increase the FY 2018-19 Housing Assistance Payment expenditure account (no. 13818760-69158) by the same amount. Steven A. Mendoza Executive Director Community Development Agency APPROVED AS TO FUNDS AND ACCOUNTS: Kathryn Downs, CPA Executive Director _ Finance and Management Services Agency Exhibits: 1. April 13, 2018 HUD-VASH Award Letter 2. September 14, 2018 HUD-VASH Award Letter 3. December 11, 2018 HUD-VASH Award Letter 4. September 24, 2018 Mainstream Voucher Program Award Letter 20B-2 EXHIBIT 1 'VIEWO U.S. DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT Qw' I �� fw WASHINGTON, DC 20410-5000 o� �r�N nivFl�C OFFICE OF PUBLIC AND INDIAN HOUSING April 13, 2018 Judson Brown Executive Director HOUSING AUTHORITY OF THE CITY OF SANTA ANA 20 CMC CENTER PLAZA SANTA ANA, CA 92701 Dear Executive Director: I am pleased to notify you that your public housing agency (PHA) has been awarded $1,054,965.00 in budget authority for a 12 -month tern to support 100 HUD -Veterans Affairs Supportive Housing (HUD-VASH) vouchers from the Fiscal Year (FY) 2017 allocation. The vouchers should be administered in partnership with the V22/Long Beach HCS, serving Veterans in your jurisdiction. The proposed effective date of this funding increment is 4/1/2018. The proposed effective date is the projected date that your PHA will begin leasing the FY2017 HUD-VASH award based on current utilization data as well as the number of referrals and issued vouchers at your agency. This proposed effective date is only a projection, and can be modified. To change the effective date, you must contact your Financial Analyst at the Financial Management Center, and send an email to VASH@hud.gov by April 19, 2018. If you do not contact your Financial Analyst to request a change to the proposed effective date, funding under the FY2017 award will be distributed to your agency in 1/12 distributions starting on the date listed above. With your direct effort, these vouchers will help provide veterans with immediate access to permanent housing. Please note that your agency must follow the Housing Choice Voucher regulations in 24 CFR part 982, in addition to the HUD-VASH Operating Requirements which were published in the Federal Register on May 23, 2012. This Federal Register publication, and other important HUD-VASH related Notices, Guidance and other resources can be found here: httt)s://www.hud.ov/proeram offices/public indian housing/oroerams/hcv/vash HUD-VASH related Notices, Guidance and other resources — including the program Operating Requirements — can be found here: hta1s7//www.hud.Pov1DroRrarn offices/public indian housine/proerams/hcv/vash To ensure that the occupying families are recorded properly in the Information Management System/Public and Indian Housing Information Center (IMS/PIC), you must record VASH on line 2n of the form HUD -50058 (Family Report) and complete rent calculations on lines I lb though l lan, as applicable. Your executed copy of the Notice to Amend the Consolidated Annual Contributions Contract with a revised funding exhibit reflecting the additional budget authority for these vouchers will be transmitted to you under a separate cover. Please contact your local HUD field office if you have any questions or need any other information. Sincerely Milan M� 14 If F, nl w"51 ned oodw"'�e OIJ: m-6V13n R1. MOM o -us vad Ozdinec Milan Ozdinec Deputy Assistant Secretary for Public Housing and Voucher Programs www.hud.gov espanol.hud.gov r1- r�- EXHIBIT 2 apalVEYrpF_i U.S. DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT WASHINGTON, DC 20410-5000 s OFFICE OF PUBLIC AND INDIAN HOUSING ' September 14, 2018 CA093 Judson Brown HOUSING AUTHORITY OF THE CITY OF SANTA ANA 20 CIVIC CENTER PLAZA P.O. BOX 22030 SANTA ANA, CA 92701-2701 Dear Executive Director: I am pleased to notify you that your public housing agency (PHA) has been awarded $1,075,199 in budget authority for a 12 -month term to support 100 HUD -Veterans Affairs Supportive Housing (HUD- VASH) vouchers from the Fiscal Year (FY) 2018 allocation. The vouchers should be administered in partnership with the V22/Long Beach HCS, serving Veterans in your jurisdiction. The proposed effective date of this funding increment is October 1, 2018. With your direct effort, these vouchers will help provide veterans with immediate access to permanent housing. The proposed effective date is the projected date that your PHA will begin leasing the FY2018 HUD-VASH award based on current utilization data as well as the number of referrals and issued vouchers at your agency. This proposed effective date can be modified. However, all effective dates must be between October 2018 and March 2019. To change the effective date, you must contact your Financial Analyst at the Financial Management Center and send an email to VASH@hud.gov by September 19, 2018. If you do not contact your Financial Analyst to request a change to the proposed effective date, funding under the FY2018 award will be distributed to your agency in 1/12 distributions starting on the date listed above. HUD has developed a Leasing Schedule Template to assist PHAs and VA partners estimate and plan the Number of Referrals, Voucher Issuances, and Lease -Ups needed monthly to fully utilize all HUD-VASH vouchers awarded within 12 -months. It is not required but serves a helpful planning tool. The Leasing Schedule Template and Instructions can be found here: httos://www.hud.aov/program offices/public indian housing/pronrams/hcv/wash Generally, the HUD-VASH program will be administered in accordance with 24 CFR Section 982. However, the Act allowed HUD to waive or specify alternative requirements for any provision of any statute or regulation that HUD administers in connection with this program to effectively deliver and administer HUD-VASH assistance. www.hud.gov espanol.hud.gov r1- Regulatory waivers, requirements and alternative requirements for the HUD-VASH program can be found in the following: Subject Publication Type Date Published Implementation Guidance: Housing PIH Notice 2017-21 October 30, 2017 Opportunity Through Modernization Act *This Notice supersedes (HOTMA) - Housing Choice Voucher PIH Notice 2015-10 in its (HCV) and Project Based Voucher (PBV) entirety. Provisions (Revised) HUD-VASH Operating Federal RegisterNol. March 23, 2012 Requirements 77, No. 57 Reporting and Portability Requirements PIH Notice 2011-53 September 20, 2011 for the HUD-VASH Program Other documents pertinent to the program can be found on the HUD-VASH website at: https://www.hud.gov/program_offices/public_indian_housing/programs/hev/vash In addition, you may receive periodic updates on HUD-VASH notices, webinars, and other program information by signing up for the HUD-VASH listsery on this website: https://wwiv.hud.gov/subscribe/signup?listname=HUD-VASH%2OListsery&list=HUD-VASH-L Please contact your local HUD field office if you have any questions or need any other information. Sincerely cy:a..r.ayc,.re. i Danielle L Bastarach GLCY•De.klC C. UJ Danielle L. Bastarache Deputy Assistant Secretary for Public Housing and Voucher Programs PKI- OFFICE OF PUBLIC AND INDIAN HOUSING December 11, 2018 Judson Brown Housing Authority of the City of Santa Ana 20 CIVIC CENTER PLAZA P.O. BOX 22030 SANTA ANA, CA 92701-2701 Dear Executive Director: SUBJECT: FY2018 HUD VASH Awards — Round 2 I am pleased to notify you that your public housing agency (PHA) has been awarded funds from the second round of HUD -Veterans Affairs Supportive Housing (HUD-VASH) awards under Notice PIH 2018-07 (Registration of Interest for HUD-VASH Vouchers) from the Fiscal Year (FY) 2018 allocation. These funds are in addition to those already received as part of the FY 18 allocation. These vouchers should be administered in partnership with the VA Medical Center listed below to serve veterans in your jurisdiction. With your direct effort, these vouchers will help provide even more veterans with immediate access to permanent housing. This letter provides the details of the funding awarded and information concerning the disbursement of these funds. The proposed effective date listed below is the projected date that your PHA will begin leasing the FY2018 HUD-VASH Round Two award based on current utilization data as well as the number of referrals and issued vouchers at your agency. This proposed effective date can be modified. However, all effective dates must be between January 2019 and May 2019. To change the effective date or to decline these additional awards you must contact your Financial Analyst at the Financial Management Center and send an email to VASH@J1ud.gov by December 21, 2018. If you do not contact your Financial Analyst to request a change to the proposed effective date, funding under the FY2018 award will be distributed to your agency in 1/12 distributions starting on the date listed below. EXHIBIT 3 a�uEvrc�, U.S. DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT 4 a ( 6 Financial Management Center Round One 2380 McGee Street, Suite 400 * Kansas City, MO 64108-2605 U* 111` illl c� �A�•v ncvFwa Number of OFFICE OF PUBLIC AND INDIAN HOUSING December 11, 2018 Judson Brown Housing Authority of the City of Santa Ana 20 CIVIC CENTER PLAZA P.O. BOX 22030 SANTA ANA, CA 92701-2701 Dear Executive Director: SUBJECT: FY2018 HUD VASH Awards — Round 2 I am pleased to notify you that your public housing agency (PHA) has been awarded funds from the second round of HUD -Veterans Affairs Supportive Housing (HUD-VASH) awards under Notice PIH 2018-07 (Registration of Interest for HUD-VASH Vouchers) from the Fiscal Year (FY) 2018 allocation. These funds are in addition to those already received as part of the FY 18 allocation. These vouchers should be administered in partnership with the VA Medical Center listed below to serve veterans in your jurisdiction. With your direct effort, these vouchers will help provide even more veterans with immediate access to permanent housing. This letter provides the details of the funding awarded and information concerning the disbursement of these funds. The proposed effective date listed below is the projected date that your PHA will begin leasing the FY2018 HUD-VASH Round Two award based on current utilization data as well as the number of referrals and issued vouchers at your agency. This proposed effective date can be modified. However, all effective dates must be between January 2019 and May 2019. To change the effective date or to decline these additional awards you must contact your Financial Analyst at the Financial Management Center and send an email to VASH@J1ud.gov by December 21, 2018. If you do not contact your Financial Analyst to request a change to the proposed effective date, funding under the FY2018 award will be distributed to your agency in 1/12 distributions starting on the date listed below. Please contact your local HUD field office if you have any questions or need any other information. Memo Reference: 18-282 Sincerely CyW:mdy Gall. LPulnWa Danielle L Bastarach �u,m;+aithL63e .C,US 0/ Danielle L. Bastarache Deputy Assistant Secretary for Public Housing and Voucher Programs www.hud.gov espanol.hud.gov 20B-7 Round Two Round Two Round One Round One Additional Number of Round Two Budget Number of Budget Additional Proposed Authority Vouchers Authority Vouchers Effective Date Name of Round 2 Partnering VAMC $1,075,199 100 $53,760 5 2/1/2019 V22/1-ong Beach HCS Please contact your local HUD field office if you have any questions or need any other information. Memo Reference: 18-282 Sincerely CyW:mdy Gall. LPulnWa Danielle L Bastarach �u,m;+aithL63e .C,US 0/ Danielle L. Bastarache Deputy Assistant Secretary for Public Housing and Voucher Programs www.hud.gov espanol.hud.gov 20B-7 pKilwoo EXHIBIT 4 *jaEvrok U.S. DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT Financial Management Center 2380 McGee Street, Suite 400 = # * o Kansas City, MO 64108-2605 3ti.V ncv6�0 OFFICE OF PUBLIC AND INDIAN HOUSING September24, 2018: CA093 CITY OF SANTA ANA HSG AUTH 20 CIVIC CENTER PLAZA P.O. BOX 22030 SANTA ANA, CA 92701 Dear Executive Director: SUBJECT: Housing Choice Voucher Program Mainstream Program Vouchers Your public housing agency (PHA) was notified in a letter dated September 5, 2018, that you were awarded funds from the 2017 Mainstream Program, Notice of Funding (NOFA), FT -6100-N-43. This letter provides specific details of the funding awarded and information concerning the disbursement of these funds. Monthly disbursements will begin based on the agreed upon effective date identified in the table below. These vouchers must be used for the purpose for which they were provided. Operation requirements for Mainstream Program vouchers and additional information can be found at the following Internet link: httos7//www.hud.aov/vrcqrarn offices/som/amomamt/grantsinfo/fundina000s/fvl7mainstreamvouchers Administrative fees are not being provided at this time. Fees will be provided for units leased as of the first day of the month, based on data reported in the Voucher Management System (VMS). The following table identifies the funding obligated for your PHA under the 2017 Mainstream Program: Funding Approximate Increment Effective Term BA Monthly Number Date (Months) Assigned Units Disbursement CA093DV0001 11/1/2018 12 $585,384 50 $48,782 'r. Attached is your Notice to Amend the Consolidated Annual Contributions Contract (CACC) with revised funding exhibits reflecting the change(s) described above. The amendment notice and revised funding exhibits should be filed with your most recent CACC. No execution by HUD or your PHA is required. Public housing agencies receiving an increment in excess of $100,000 in Budget Authority (BA) are required to submit Form HUD -50071, Certification of Payments to Influence Federal Transactions, and if applicable, Form SF -LLL, Disclosure of Lobbying Activities. If this letter notifies you of a renewal in excess of $100,000, and your PHA has not submitted the Form(s) HUD -50071 (and SF -LLL where applicable) for your current fiscal year; the documents must be submitted to your local field office and Financial Analyst at the Financial Management Center (FMC) within 30 days of the date of this letter. These forms are located on the Internet at the following addresses: Form HUD -50071 https7l/www.hud.,qov/sites/documents/50071.1)df www.hud.gov espanol.hud.gov rl- • Form SF -LLL httos://www.hudexchange.info/resources/documents/HUD-Form-Sflll odf Please contact your Financial Analyst at the FMC if you have any questions. Sincerely Dgett�pxa OyWEGab`trRRsws Brenda Buhrmester °".`"`W&"� O1e, s FC iisan b'ne7fEti'F9 CEnI4. W=D:I&M axwi RQ3$1: laa ax wig L150cpyfRG1 Enclosures Division Director Memo Reference: 18-231 20B-10 Consolidated Annual Contributions Contract i Housing Choice Voucher Program U. S. Department of Housing and Urban Development Office of Public and Indian Housing Section 8 HUD NOTICE TO HOUSING AGENCY AMENDING CONSOLIDATED ANNUAL CONTRIBUTIONS CONTRACT Housing Agency:: CA093 CITY OF SANTA ANA HSG AUTH In accordance with Paragraph 2.c. of the Consolidated Annual Contributions Contract between HUD and the HA, you are notified that the funding exhibits of the Consolidated Annual Contributions Contract is hereby revised to add a new funding increment as provided in the attached revised funding exhibit. (This notice adds one or more funding increments listed on the attached funding exhibit.) The revised funding exhibit is attached to this HUD notice. This revised funding exhibit replaces and revises the prior funding exhibit. In accordance with Paragraph 2.d. of the Consolidated Annual Contributions Contract, this HUD notice and the attached funding exhibit constitutes an amendment to the Consolidated Annual Contributions Contract. United States of America Secretary of Housing and Urban Development Authorized Representative Robert H. Boepple, Director Financial Management Center 20B-11 Date of Document: 9/24/2018 Form HUD -52520A (12/97) U. S. DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT PIH SECTION 8 - FUNDING EXHIBIT PROGRAM -BASED ACC NUMBER: CA093 FIELD OFFICE: 9DPH CA093 CITY OF SANTA ANA HSG AUTH', 20 CIVIC CENTER PLAZA P.O. BOX 22030 SANTA ANA, CA 92701 HA FISCAL YEAR-END: 06/30 FUNDING INCREMENT FIRST DAY OF LAST DAY OF NUMBER TERM TERM CA093DV0001 11H/2018 10/31/2019 20B-12 PROGRAM TYPE: CONTRACT TERM 12 Voucher Program BUDGET AUTHORITY UNITS 585,384 50 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JANUARY 15, 2019 TITLE: APPROVE APPROPRIATION ADJUSTMENTS AND REALLOCATION OF FUNDS FOR BRISTOL STREET IMPROVEMENTS PROJECT PHASE 3B (PROJECT NO. 11-6740 NONGENERALFUND) (STRATEGIC PLAN NOS. 6, 1G; 3,2C) i CIV MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s' Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER 1. Approve an appropriation adjustment appropriating $600,000 from prior year fund balance in the Select Street Construction revenue account, and appropriating the same amount into the Select Street Construction expenditure account. 2. Approve an appropriation adjustment recognizing $272,000 in Transportation System Improvement Area F revenues, and appropriate the same amount into Transportation System Improvement Area F expenditure account. 3. Authorize the reallocation of $1,252,209 in unspent Fiscal Year 2015-16 Measure M2 Local Fairshare Funds from a completed project to the Bristol Street Improvements Project Phase 3B (Project No. 11-6740). DISCUSSION Bristol Street is a major north -south transportation facility which is designated as a major arterial in the City's Circulation Element of the General plan. Improving the 3.9 -mile Bristol Street segment from Warner Avenue to Memory Lane has been a long-term priority project that will be constructed in several phases. The project includes improvements of Bristol Street between Washington Avenue and Seventeenth Street and is designated as Phase 3B. Improvements include widening the street from two to three lanes in each direction, raised landscape medians, and bike lanes. As part of the project, the Public Works Agency required a partial acquisition of the McDonald's property located at 1439 North Bristol Street. The real estate component of this transaction was completed in 2017. Mediation was conducted on December 3, 2018, to address the goodwill component, due to a pending trial in January 2019. A settlement was reached on both goodwill and relocation for $1,550,000, completing the acquisition of this site. City Council approved the aforementioned settlement amount on December 18, 2018. 20C-1 Appropriation Adjustment for Bristol Corridor Project January 15, 2019 Page 2 Additional funding is required to complete this right-of-way transaction and to supplement the construction funding for the project. The construction contract itself is not being increased and remains the same as council originally awarded. The funding is being supplemented due to a discrepancy in the funding analysis for the award of the contract to make the project whole. Staff recommends council approve the requested appropriation adjustments. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #6 — Community Facilities & Infrastructure, Objective #1 (establish and maintain a Community Investment Plan for all City assets), Strategy G (develop and implement the City's Capital Improvement Program in coordination with the Community Investment and Deferred Maintenance Plans). Approval of this item also supports the City's efforts to meet Goal #3 — Economic Development, Objective #2 (create new opportunities for business/job growth and encourage private development through new General Plan and Zoning Ordinance policies), Strategy C (support business development and job growth along transit corridors through the completion of critical transit plans/projects). ENVIRONMENTAL IMPACT There is no environmental impact associated with this action FISCAL IMPACT Appropriation Adjustment — Select Street Construction The appropriation adjustments will recognize funds as follows: $600,000 of Gas Tax prior year balance in the Select Street Construction revenue account (No. 05917002-50001) and appropriate the same amount into the Select Street Construction expenditure account (No. 05917663-66220). Appropriation Adjustment — Transportation System Improvement Area F $272,000 from the Transportation System Improvement Area F revenue account (No. 03517002- 50001), and appropriate the same amount into the Transportation System Improvement Area F expenditure account (No. 03517660-66220). Project Re -allocation Upon approval of the recommended reallocation of unspent Measure M2 Local Fairshare Funds, $1,252,209 will be available in the Measure M2 Local Fairshare Fund (Account No. 03217662- 66220). All funds will be available for expenditure in Fiscal Year 2018-19 for Bristol Street Improvements Project Phase 3B (Project No. 11-6740). 20Ci-2 Appropriation Adjustment for Bristol Corridor Project January 15, 2019 Page 3 APPROVED AS TO FUNDS AND ACCOUNTS: Fuad S. Sw iss, PE, PLS Kathryn Downs, CPA eq rr sy Executive Di ector Executive Director Public Work Agency Finance and Management Services Agency FSS/EWG/JG/ST/HG 20C-3 20C-4 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JANUARY 15, 2019 CLERK OF COUNCIL USE ONLY: TITLE: APPROVED CONTRACTS AWARD FOR ❑ As Recommended TRAINING AND DUTY [IAmended E]oOrrdinance on 1s' Reading POLICE AMMUNITION ❑ Ordinance on 2"d Reading (SPECIFICATION NO. 18-088) ❑ Implementing Resolution (STRATEGIC PLAN NO. 1, 5) ❑ Set Public Hearing For 'm RECOMMENDED ACTION CONTINUED TO FILE NUMBER Award contracts for the purchase of training and duty police ammunition for a three-year period expiring December 31, 2021, with provision for two one-year renewals exercisable by the City Manager. The total of all contracts will not exceed $126,346 per year, subject to non -substantive changes approved by the City Manager and City Attorney, with the following vendors: Vendor Location Defense Arms Syndicate Bronx, NY Dooley Enterprises, Inc. Anaheim, CA Miwall Corporation Grass Valley, CA On Target Ammunition, LLC Grain Valley, MO San Diego Police Equipment San Diego, CA The Santa Ana Police Department provides ammunition to its sworn police officers and jail transportation officers, for duty, training and monthly firearms qualification. Officers are required to complete monthly firearms qualifications to maintain proficiency in the use of firearms. Staff completed research in preparation for a new contract and considered the following factors: current ammunition inventory, new weapon systems (Patrol Rifle), ammunition costs, overall department staffing levels and alternative training methods (MILO System). It was determined that by setting up a contract for three -years, this will allow the Police Department to order ammunition on an as -needed basis, providing quality products at a significant savings based on quantity pricing. The notice inviting bids was advertised on November 5, 2018, on the City's online bid management and publication system. Thirteen specific types of ammunition were put out to bid and bidders were provided the estimated annual usage for each type. Vendors were awarded line items by lowest price while meeting the required specification. A summary of the bid invitations and bids received is as follows: 22A-1 Contracts Award for Training and Duty Police Ammunition January 15, 2019 Page 2 100 Vendors were notified 25 Vendors downloaded the bid packet 7 Bids received 0 Bid received from a Santa Ana vendor Bids were solicited, opened on November 20, 2018, and evaluated (Exhibit 1). The bids received from the recommended vendors are responsive to the specifications and meet the City's requirements. Outreach Efforts The Purchasing division advertised the project on the City's online bid management and publication system and directly notified one Santa Ana vendor. The Santa Ana vendor did not submit a bid packet for consideration. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal # 1 Community Safety; Objective # 5 (provide high quality Police and Fire/Emergency Medical Services response within the City of Santa Ana). FISCAL IMPACT Funds in the amount of $63,173 are available for expenditure in FY 2018-19 (Jan. — June 2019) Police Department Training Services account (01114410-63001). Funds for years two through five of the contract will be budgeted and made available in FY 2019- 20, 20-2021, 2021-22, 2022-23, 2023-24 as follows: Dav' in Chief of Police Santa Ana Police Department EG Exhibit: 1. Abstract of Bid 22A-2 APPROVED AS TO FUNDS AND ACCOUNTS: Kathryn Downs, CPA wz(uA) Executive Director Finance and Management Services Agency Anticipated Ex enditures Account No. I FY 2019-20 1 FY 2020-21 1 FY 2021-22 1 FY 2022-23 FY 2023-24 01114410-63001 1 $126,346 1 $126,346 1 $126,346 1 $126,346 1 $63,173 Dav' in Chief of Police Santa Ana Police Department EG Exhibit: 1. Abstract of Bid 22A-2 APPROVED AS TO FUNDS AND ACCOUNTS: Kathryn Downs, CPA wz(uA) Executive Director Finance and Management Services Agency EXHIBIT 1 Bid Results for Training and Duty Police Ammunition Spec (18-088) LOCATION Training and Duty Ammo # of Items Awarded out of thirteen: Vendor Total Defense Dooley 1 Arms Enterprises, Miwall Syndicate Inc. Corporatl $40,828. Grass Val Bronx, NY Anaheim, CA CA On Target Ammunition, San Diego Police LLC Equip. Co. Grain Valley, MO San Diego, CA 1 7 1 1 3 $3,000. $24,295.27 $12,160. $36,975. $40,828. Contract Total Incl. Tax 7.75%: $126,345.78 22A-3 22A-4 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JANUARY 15, 2019 TITLE: APPROVE AN AGREEMENT WITH GILBARCO INC. FOR GASBOY FUEL MANAGEMENT MAINTENANCE AND REPAIR SERVICES (STRATEGIC PLAN NO. 6,2) i CITY MA AGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1n Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute a five-year agreement with Gilbarco Inc. to provide maintenance and repair services for City's Gasboy fuel management system for the period of December 18, 2018 through December 31, 2023 for a total amount not to exceed $38,170, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION Since 2007, the City's Fleet Services Division (Fleet Services) has operated a fuel management system to provide tracking and billing service for all unleaded and diesel fuel dispensing at both the Corporate Yard and Police Administration Building. The system allows Fleet Services to track fuel dispensing by individual vehicle number along with updating vehicle mileage by vehicle. The information received is utilized by Fleet Services to schedule necessary preventive maintenance work on each vehicle. In 2007, the City entered into a contract with Orpak for the initial purchase and annual maintenance and repair costs associated with this system. Recently, Orpak USA Inc. was purchased by Gilbarco, Inc., the parent company of Gasboy, and subsequently, a new maintenance and repair agreement is being requested. The fuel management system is propriety in nature, and the maintenance and repair requires specific expertise to ensure it stays operational throughout the day. Specifically, the agreement (Exhibit 1) offers the following coverage: telephone and remote support services, software corrections and upgrades, fleet office software support, onsite maintenance and repair service, and parts support. STRATEGIC PLAN ALIGNMENT Approval of this item assists the City's effort to meet Goal #6 Community Facilities & Infrastructure, Objective #2, (address deferred maintenance on City buildings and equipment). 25A-1 Agreement for Fuel Management System Services January 15, 2019 Page 2 FISCAL IMPACT Funds for this agreement are available in the Central Stores contractual account (no 07610102 62300) for the following years: FY 2018/19 - $8,374.95 FY 2019/20 - $6,968.00 FY 2020/21 - $7,264.14 FY 2021/22 - $7,591.03 FY 2022/23 - $5,000.00 FY 2023/24 - $2,970.58 Total - $38,168.70 APPROVED AS TO FUNDS AND ACCOUNTS: Kathryn Downs, CPA 90 Executive Director Finance and Management Services Agency CL/sv Exhibit: 1. Agreement 25A-2 EXHIBIT 1 AGREEMENT TO PROVIDE MAINTENANCE AND REPAIR SERVICES THIS AGREEMENT is made and entered into on this 18°i day of December, 2018 by and between GILBARCO INC., a Delaware corporation, doing business under the GasboyTM brand and located at 7300 West Friendly Avenue, Greensboro, NC 27410 ("Consultant" or "Gasboy"), 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" or "Customer"). RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of providing maintenance and repair services to the City's fuel management system 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 Exhibit A and C, attached hereto and incorporated by reference, and pursuant to these terms and the Additional Terms and Conditions set forth in Exhibit D, 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 B. The total amount to be expended under this Agreement shall not exceed $38, IX b. Payment by City shall be made within 30 days (thirty) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Subject to the terms and conditions herewith, 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. 25A-3 3. TERM This,Agreement shall commence on -December 18,--2018-and cover services which commenced on November 1, 2018 and the Agreement will continue until December 31, 2023, unless terminated earlier in accordance with Section 16, below. 4. PREVAILING WAGES Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the services being performed are part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and the total compensation is 51,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 5. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended norshall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which 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 standardsand regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 25A-4 7. INSURANCE I Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City; its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following:; single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. c. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self- insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: i Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. ii Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. E Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. iv. Where the amounts or coverage provided by the certificates of insurance provides coverage greater than those listed by this Agreement, theamounts provided by the certificates of insurance shall be incorporated by reference into the Agreement. V. Consultant shall supply City with a fully executed additional insured endorsement. e. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to famish the City with required proof that insurance has 25A-5 been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to bepaid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 8. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitablerelief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 9. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 10. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created 25A-6 pursuant to this Agreement during regular business hours. Consultant shall allow inspection ofall work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date, of final payment to Consultant under this Agreement. 11. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply toany information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 12. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified underthis Agreement. 13. NON-DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 14. EXCLUSIVITY AND AMENDMENT This Agreement and its attachments represent 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, theterms ofthis 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 (not attached to this Agreement) 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, 25A-7 have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. 15. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 16. TERMINATION In the event of a breach of the terms or conditions of this Agreement, City shall provide a written notice to Consultant to cure such breach. If Consultant does not cure said breach within fifteen (15) days of the date of the written notice, the City may exercise its option to terminate this Agreement. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet .the standard of performance specified in the Recitals of this Agreement. 17. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 18. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 25A-8 19. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain alljnecessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. ' 20. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this' Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 21. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to thisAgreement 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, CA2702-1988 Fax: 714- 647-6956 With courtesy copies to: Executive Director, Finance and Management Services Agency City of Santa Ana 20 Civic Center Plaza (M-27) P.O. Box 1988 Santa Ana, California 92702 25A-9 To Consultant: GILBARCO INC 7300 West Friendly Avenue, Greensboro, NC 27410 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: Maria D. Huizar Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: . ,'%�✓ Lisa Storck Assistant City Attorney RECOMMENDED FOR APPROVAL: Kathryn Downs, CPA Executive Director, Finance and Management Services Agency CITY OF SANTA ANA Raul Godinez II City Manager CONSULTANT: By: _ Name: Title 25A-10 EXHIBIT A SCOPE OF SERVICES 'SCHEDULE A._DESCRIPTIDN OFSERVICES ICUSTOMER OBLIGATIONS During the Term of the Agreement, Gasboy will provide to the applicable services from the following list (the'Services") to Customer for the Gasboy or Orpak-branded products ('Products') that Customer owns, based on the customers selected contract type: 1. Telephone support for Product questions will be provided Monday through Friday 8AM to 6PM ET. All other times not stated are considered emergency after hour's support only including but not limited to weekends and holidays. Gasboy's toll-free service number is (currently 800-444-5529). This toll-free number can be changed atGasboy'sdiscretion. Gasboy will try to resolve any issue remotely and independently or will guide the Customer over the phone with possible ways to bring up the system to a fully functioning mode. 2. Software corrections and upgrades to the Products that Customer requires on an was needed' basis. 3. Fleet head office software service for support of Customer head office location only. If Customer has additional locations requiring such service, Customer will need to enter into individual service support agreements for such locations. 4. Onsite support for site equipment Products (station controllers, mobile fuel truck controllers, wireless gateway terminals, extension boxes, nozzle readers) and/or vehicle equipment Products (vehicle identification rings/tags, DataPass units) as required to restore covered equipment to full operations. Should phone support fail, an authorized technician will be dispatched to the Customer site. 5. Parts support for site equipment Products (station controllers, mobile fuel truck controllers, wireless gateway terminals, extension boxes, nozzle readers) and/or vehicle equipment Products (vehicle identification rings/tags, DataPass units) as required to restore covered equipment to full operations. SERVICE DESCRIPTION CONTRACT TYPE B Telephone & Remote Support X Software Corrections and Upgrades X Fleet Head Office Software Support X Onsite Repair Services — Site Equipment X Parts Support— Site Equipment X Onsite Repair Services — Vehicle Equipment Parts Support— Vehicle Equipment SERVICES AT NON -CONTRACT LOCATIONS If Customer requests Services for a location not covered by this Agreement, Gasboy will provide telephone support 25A-11 for a fee of One Hundred Dollars and No Cents (US $100.00), payable immediately by credit card before Gasboy will provide the Services. This fee is good for one call, one problem only. If Customer calls with more than one issue at a non -covered location, Gasboy will charge an additional fee for each issue. DISCONTINUANCE OF SERVICES If Customer elects to discontinue the Services at any time due, any reinstatement of the Services will require a new agreement and a payment of the then -current annual fee. In addition, Gasboy will charge a reinstatement fee of one hundred ten percent (110%) of the current annual fee prorated by the number of months (to a maximum of twenty- four (24) months) during which the Services were discontinued. SCHEEIM A-1. SERVICE LEVEL AGREEMENTS (S1 -A'S) Repairs for Damaged Equipment Gasboy's monthly charges, as shown in Schedule B, do not cover services with respect to damage to the equipment resulting from vehicle accidents, vandalism, acts of God (hurricanes, tomados, earthquakes, or other major natural disasters), negligence or misuse (otherthan by Gasboy, its employees or agents which will be Gasboy's responsibility), except as otherwise specifically stated in this agreement. Where Customer requests that Gasboy repair such damage, Gasboy will provide Customer with an estimate of the costs and if such cost estimate is acceptable invoice Customer for such repairs using Gasboy's standard time and material rates. Obsolete Equipment Obsolete equipment, as used in this agreement, is defined as any equipment other than equipmentinstalled by Gilbarco as part of the Fuel Management System in which the original manufacturer has terminated support (parts, drawings, engineering support, or training is no longer available). In the event Customer desires to include obsolete equipment under this agreement, Gasboy will use commercially reasonable efforts to meet the desired response and repair times. If obsolete equipment cannot be replaced with equipment of the same make and model, Gasboy will first consult with .Customer about. upgrading the obsolete. equipment with similar equipment If the upgrade is approved, Customer and Gasboy shall mutually agree upon the cost of such upgrade and Customer agrees to cover the agreed upon costs incurred because of equipment upgrades. Authorized Service Contractors Gasboy will have the sole discretion to select all Authorized Service Contractors (ASC's) for service work. It shall be the responsibility of Gasboy to adopt and enforce sound and accepted safety and health practices in performing the maintenance services and repairs ('Services') and to ensure that it and any ASC's comply with Customer's or the site's safety and related policies and procedures. Gasboy and ASC's shall comply with all safety and health policies or practices of Customer while on Customer's or any Customer related property. It Customer has a service provider, they wish to use; Customer will notify Gasboy in writing of their desire to utilize the selected ASC. Gasboy will consider the request and will honor said request if there is no adverse impact on the quality and delivery of the fixed maintenance program to FedEx Ground. Definition of Dispatch Request A dispatch request is defined as a telephone request made by a person or persons as designated to provide site repair and maintenance at an identified Customer location for equipment. Such dispatch request will include a unique identifier assigned (incident number) by Gasboy's Help Desk as well as a date/time stamp indicating the request is opened. The dispatch request will also include identification of the site, and a description of the problem(s) to be resolved. Emergency Dispatch Request GasboyASC's are available to be on site (2417/365). Response time to site is dependent on the response time assigned 25A-12 to the dispatch. Response time definition and assignment descriptions are listed below. Acceptance Inspection Gasboy undertakes the service described herein relying on Customers representation that the equipment was properly installed and maintained In accordance to the manufacturers published documents for installation and operation. Gasboy shall inspect equipment during the first service request after the equipment Is placed on the maintenance agreement. It Gasboy determines that any equipment is not operating within the manufacturer's installation specifications or has a potential pre-existing problem, Gasboy will first consult with Customer about upgrading the obsolete equipment with similar equipment. If the upgrade is approved, Customer and Gasboy shall mutually agree upon the cost of such upgrade and Customer agrees to cover the agreed upon costs incurred because of equipment upgrades. Customer will have the option to: • Replace the pad/unit • Authorize Gasboy to repair the equipment at the quoted or stated price • Utilize a third party to make any corrections • Exclude the equipment from the service agreement Database Reconciliation Gasboy and Customer will work together to ensure accurate equipment and site information is available to load into the Gasboy data base system. Service Levels: Dispatch requests shall be assigned a service level for response and repair time based upon the assignment descriptions listed below. Response Times: 4E 4 hour" emergency response, clock never stops, 24/71365 24S 24-hour response, clock never stops, 24/7/365 48S 48-hour routine response during normal business hours, clock stops on weekends and holidays Repair Times: 4E 8 -hour repair, clock never stops, 24/71365 24S 24-hour repair, Monday — Friday 48S 48-hour routine response during normal business hours, clock stops on weekends and holidays Issue Service Request Res onseTime Repair Time One (1) or more fueling positions down but still able to fuel 24S 24 Hour 48 Hour Complete System Down 4E 4 Hour 8 Hour Two Day Response: An ASC is to be on site within 48 hours during normal business hours: • Anything not covered by 4E or 24S. 25A-13 Response time: • 48 hours' response. • Monday - Friday, excludes Saturdays, Sundays, and holidays. Repair Times • With respect to all 4E dispatch requests, the goal is to correct the problem within 12 hours of the dispatch request 80% of the time • With Respect to all 24S Dispatch Requests, the objective is to correct the problem within 48 hours of the Dispatch Request 80% of the time. • With Respect to all Two -Day Dispatch Requests, the objective is to correct the problem within 72 hours of the Dispatch Request 80% of the time. 25A-14 EXHIBIT B COMPENSATION Fee Proposal including hourly rates if applicable Gasboy is pleased to offer the following pricing structure for the Services:' This Service and Maintenance Agreement will cover FuelOmat Fuel Management system at the two locations listed above. Starting Date: November 1, 2018 End Date: December 31, 2019 Price: The Costs for the initial term above for Service and Maintenance Agreement is $8,374.95 or $558.33 per month. Fees are paid annually. Due to price increases for cost of operation, labor, services, and parts; additional years 2-5 will be priced at the following. Year 2 will increase by 4% to $6968 Year 3 will increase by 4.25% to $7264.14 Year 4 will increase by 4.5% to $7591.03 Year 5 will increase by 5% to 7970.58 Payment: Annual payment due on starting date. Organization Type (Corporation, LLC, Political Division): Pay by Check or Credit Card: PO (Purchase Order) Number. Please attach a copy of P0. Primary Account Contact Name' System Maintenance/Support Contact Name* Accounts Payable Contact Name John Aguilar Primary Account Contact EmaII6 System Maintenance/Support Contact Email* Accounts Payable Contact Email' JAGUILAR@SANTA-ANA.ORG Primary Account Contact Phone System Maintenance/Support Contact Phone• Accounts Payable Contact Phone 714-847-5008 Company Taxpayer Identification Number' Company State Taxpayer Identification Number' 95.6000785 'If tax exempt, please attach a copy of an exemption certificate, or a state issued tax exemption letter. 25A-15 EXHIBIT C LOCATIONS • City of Santa Ana Corporate Yard 215 S Center Street, Santa Ana, CA 92703 • City of Santa Ana Police Department #60 Civic Center Plaza, Santa Ana, CA 92701 25A-16 EXHIBIT D ADDITIONAL TERMS AND CONDITIONS i 1. Fees for the Services are paid annually in advance. All lees are required before Gasboy will provide any Services. Total fees for the Services are set forth in Exhibit B attached hereto and incorporated herein by reference. Gasboy shall have the right to update the fees each year, and will provide notice to Customer of any fee changes at least sixty (60) days before the end of the then -current term. All fees hereunder are due thirty (30) days from the date of invoice. Customer is responsible for all taxes on the Services. If any invoice is more than thirty (30) days past due, Gasboy may, at its option, discontinue the Services until the account is made current, or terminate the Agreement and seek all fees and costs due under the Agreement. Gasboy reserves the right to pro -rate annual fees for Customer locations such that all Customer locations have a common renewal date. 2. Provided that all fees are paid in a timely manner, the Services shall be provided at the locations listed on Exhibit C. Any modifications to locations on Exhibit C due to changes to Customers business (such as site closing, relocation of Products), must be provided to Gasboy in writing. 3. If Customer fails to pay any Fees or associated Taxes by the due date, without limiting any other rights or remedies Gasboy may have, then such late Fees and Taxes will accrue a late lee interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower, and/or Gasboy may require future Fees and Taxes to be paid on shorter terms. If Customer is more than 30 days past due, Gasboy may, at is option, discontinue the Services until the account is made current or, terminale the Agreement for cause and seek full recovery for any outstanding fees and costs due under the Agreement. Customer shall be responsible for any collection costs, including but not limited to reasonable attorneys' lees, that Gasboy incurs in the collection of any amounts due hereunder. 4. If Customer (i) breaches this Agreement and such breach is not cured within ten (10) days, or (it) is the subject o1 any bankruptcy, insolvency, or similar proceeding, Gasboy may immediately terminate the Agreement and all fees shall become immediately due and payable. 5. Customer shall indemnify, defend, and hold harmless Gasboy, including its affiliates, agents, and employees from and against any and all losses, claims, demands, liabilities, fines, penalties, assessments, suits, or actions for injuries to or death of any person, or for loss o1, or damage to. the property of any person or persons caused by or resulting from the negligent acts or omissions (including liability imposed by statutes, rules, or regulations) of Customer, or its subcontractors,vendors, agents, officers, or employees. Customer's obligations under this section shall not apply to the extent that such claims are caused solely by the willful misconduct of Gasboy. If Customer is a government agency or political division, then this Section shall apply only to the extent permitted by applicable law. 6. Except as otherwise specifically provided herein, neither party shall be liable for any failure to perform or for any delay in performing any of its obligations hereunder caused by circumstances beyond its reasonable control or which makes performance commercially impracticable, including, but not limited to, fire, storm, good, earthquake, hurricane, tornado, explosion, accident, acts of public enemies, war, rebellion, insurrections, sabotage, epidemic, quarantine restrictions, labor disputes, labor shortages, transportation embargoes or delays, inability to secure raw materials or machinery for the manufacture of products, acts of God, ads of any government, any agency thereof, judicial actions or any other such external circumstances. 7. Al times, Customer and Gasboy may receive from the other party certain information marked confidential and proprietary. Both parties agree to treat such information as confidential, using the same degree of care as it uses to protect its own confidential information, but no less than reasonable care. The parties agree not to use or disclose or otherwise use such confidential information of the other parry, except as provided herein or with the express written consent of the other party. Either party may use or disclose the confidential information of the other party (i) as required for the Services, but only to employees who are bound by written confidentiality agreements no less stringent than this Section 7, and (ii) as required by a court order or other legal process. The obligations under this Section 7 shall survive the termination of this Agreement by five (5) years. If Customer and Gasboy have executed a separate confidentiality agreement that might also cover the Confidential Information ('NDA'), this Agreement will not change or abrogate any of the terms of that NDA and such separate NDA shall not change or abrogate any of the terms of this Agreement, even though both agreements may apply to the same information. In the event that, notwithstanding the foregoing, one party ('Recipient') shall be compelled by the Information Laws to disclose any Confidential Information of the other party ('Discloser'), Recipient shall, and shall cause its Representatives to, furnish only that portion of the Confidential Information that is so legally required. 'Information Laws' means the Freedom of Information Ad of 1966 and the regulations promulgated thereunder, the Electronic Freedom of Information Ad of 1996, including without limitation such state's open records/public of information ad as set forth In such state statutes, laws, codes, and the regulations promulgated thereunder, and any similar applicable federal or state law, order, decree, rule, or regulation (each as in effect from time to time). Nothing herein shall restrict any disclosure of a partys information that: (A) is or becomes publicly available through no fault of the other party; (8) is independently developed by the other party; or (C) is received by the other party from a Third party without obligations of confidentiality. 'Representatives' shall mean the officers, employees, directors, attorneys, consultants and other agents and advisors of the Recipient Recipient shall take all reasonably necessary measures to restrain its Representatives from making any unauthorized disclosure or use of Confidants] Information. Recipient further agrees that It will be liable for the breach of this Agreement by any of its Representatives. 8. The Services provided under this An reement are covered by Gasboys current warranty, a copy of which is available upon request Gasboy reserves the right to modify such warranty, warranty policies, or warranty program on"(30) days prior written notice to Customer. THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES - EXPRESS, IMPLIED, OR STATUTORY - INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 9. GASBOY WILL NOT BE LIABLE FOR PERSONAL INJURY OR PROPERTY DAMAGE (UNLESS CAUSED BY GASBOY'S NEGLIGENCE, AND THEN ONLY IN THE PROPORTION WHICH GASBOYS NEGLIGENCE BEARS TO THE NEGLIGENCE OF OTHERS IN CAUSING THE INJURY OR DAMAGE), OR FOR ANY DAMAGES (REGARDLESS OF THEIR NATURE) CAUSED BY CUSTOMER'S FAILURE TO FULFILL ITS RESPONSIBILITIES AS SET FORTH HEREIN. IN NO EVENT SHALL GASBOY BE LIABLE UNDER THIS AGREEMENT FOR ANY LOSS OF PROFIT OR 25A-17 REVENUES, OR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGE, INCLUDING, BUT NOT LIMITED TO THOSE BASED UPON A BREACH OF WARRANTY, OR CONTRACT, NEGILIGENCE, STRICT TORT, OR ANY OTHER LEGAL, EQUITABLE, OR STATUTORY LEGAL THEORY. GASBOY'S TOTAL CUMULATIVE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED FIVE HUNDRED THOUSAND DOLLARS ($500,000). 10. 11 Customer requests Gasboy to perform activities outside of the provision of Services, such additional activities shall be subject to a separately agreement between the parties. 11. Upon expiration or termination of this Agreement Gesboyshall have nofurther obligationtoprovide orperform any Services for Customer. Gasboy will invoice Customer for all accrued fees and reimbursable expenses, and Customer shall pay the invoice immediately upon receipt Gasboy shag be entitled to recover from Customer all reasonable fees and other costs (including attorneys, consultants and otherfees) incurred by Gasboy in enforcing its right under this Agreement. Sections 5.11 of this Exhibit will survive any expiration or termination of the Agreement 25A-18 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JANUARY 15, 2019 TITLE: APPROVE LEGAL SERVICES AGREEMENT WITH HAIGHT BROWN & BONESTEEL, LLP, RELATED TO ADMINISTRATIVE AND LITIGATION MATTERS FOR GENERAL LIABILITY, PERSONNEL AND POLICE MATTERS (STRATEGIC PLAN NO. 1,3,4,5) �ri1 1 RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s' Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute an on-call legal services agreement with the law firm of Haight Brown & Bonesteel, LLP, ("HBB") related to administrative and litigation matters concerning general liability, personnel and police matters for a three (3) year term ending on January 14, 2022, with an option to extend the term for up to one (1) year, in an amount not to exceed $250,000, including any extension period, subject to non -substantive changes approved by the City Manager and the City Attorney. DISCUSSION The City Attorney's Office ("CAO") handles and manages a variety of transactional and litigation matters. From time -to -time, the CAO will refer administrative and litigation matters to outside law firms with specialized expertise. There is an ongoing need for legal services related to administrative and litigated tort matters involving personnel, police, and general liability as these matters often involve multiple parties, current and former employees and complex legal issues where specific expertise is required to defend the City, its employees and its officials. Pursuant to Santa Ana Municipal Code Section 2-807(e), professional service agreements are exempt from the competitive bid process which generally provides for an analysis of competitive alternative sources of supply or performance to maximize quality at minimum costs. In this instance, the CAO has negotiated competitive rates with HBB for their services and HBB has maintained and honored these rates since 2015. As to their expertise, with offices throughout California, HBB brings to the City 80 years of experience in handling matters such as these for public entities and has assisted the City Attorney's office and represented the City for such services since 2015. HBB is currently assisting the City in existing litigation and the continuation of their services will aid the City in its defense. 25B-1 Legal Services Agreement — Haight Brown & Bonesteel, LLP January 15, 2019 Page 2 The proposed agreement will authorize the City Attorney to call upon HBB for legal services as necessary to defend the City or respond to other litigation or administrative matters. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal No. 1 Community Safety, Goal No. 3 Economic Development, Goal No. 4. Government Financial Stability, and Goal No. 5 Community Health, Livability, Engagement and Sustainability. FISCAL IMPACT The Human Resource Department's Risk Management Liability Fund Account (Account No. 08009051-62302) will be used to pay for the proposed contractual legal services. The costs for the Fiscal Years are projected as follows for a total amount of $250,000: Sonia R. Carvalho City Attorney City Attorney's Office, FY 2018-19 $ 50,000 FY 2019-20 $ 75,000 FY 2020-21 $ 75,000 FY 2021-22 $ 50,000 TOTAL $ 250,000 APPROVED AS TO FUNDS AND ACCOUNTS: I bo-111� Kathryn Downs, CPA ftl Executive Director Finance and Management Services Agency Steven P#m Executive irector Human Resources Department Exhibit: 1. Legal Services Agreement for Haight Brown & Bonesteel, LLP 25B-2 LEGAL SERVICES AGREEMENT WITH HAIGHT, BROWN & BONESTEEL. LLP This AGREEMENT, made and entered into this 15th day of January, 2019, by and between Haight Brown & Bonesteel; LLP, a California limited liability partnership ("Attorneys"), and the City of Santa Ana, a charter city and municipal corporation duly organized and existing under the constitution and laws of the State of California ("City"). RECITALS A. The City of Santa Ana and the City Attorney's Office desire to employ Attorneys to assist the in-house attorneys for the City ("City Attorney") in the provision of legal services to the City. B. Attorneys represent that they are licensed to practice law in the State of California, have special experience and knowledge related to administrative and litigation matters concerning general liability, personnel and police matters, and desire to undertake said services. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. RETENTION OF ATTORNEYS On an as -needed basis, and at the sole discretion of the City, City hereby agrees to and does retain Attorneys, for the compensation hereinafter specified, to assist the City Attorney with the defense of the City and its employees in tort matters, including but not limited to acting as conflict counsel and general tort defense. Attorneys accept said retention and agree to perform, in a timely and efficient manner, all such services as may be requested by the City Attorney. Attorneys shall confirm their acceptance of work requested by City in writing by e-mail or letter. 2. COMPENSATION FOR SERVICES RENDERED a. City agrees to compensate Attorneys, and Attorneys agree to accept from City, as and for payment in full for all services compensation at the rate of $225 an hour for all attorneys and $125 an hour for paralegal work. Time will be billed in 1/100' of an hour increments. b. The total sum to be expended under this Agreement shall not exceed,$250,000, during the term of this Agreement. C. City agrees to reimburse Attorneys for out-of-pocket expenses, including but not limited to, mileage, copying costs, service of process, and mail services authorized by the City Attorney in connection with the performance of duties under this Agreement. In-house printing, copying, and reproduction charges will be reimbursed at the rate of 20 cents per page. Automobile travel will be reimbursed at the standard mileage rate in effect at the time of billing by the Internal Revenue Service. Any costs in excess of $5,000 require City Attorney approval prior to incurring the expense. All expenses must have supporting documentation submitted with the invoice. The City will not reimburse Attorneys for Lexis, Westlaw or other paid legal research subscription services unless extraordinary research is required and approved in writing by the City. 25B-3 3. METHOD OF PAYMENT Attorneys shall submit a monthly statement specifying the services performed, dates and number of hours, and an itemization of expenses related thereto with supporting documentation (i.e. receipts, invoices, copy of check, etc.). City acknowledges that the j fees incurred for work performed by Attorneys on its behalf are due and owing within 30 days of the work being performed. Payment shall be made by City on all proper statements evidencing acceptable work performed prior to the start date of this Agreement. At Attorneys' discretion, they may choose to defer payment. Notwithstanding this, City agrees that it shall tender payment within 30 days of written demand by Attomeys for payment. Unless expressly stated thereon, monthly statements generated by Attorneys shall not constitute written demand, but shall simply be a written reflection of work performed and fees incurred. 4. CONTROL OF LEGAL MATTERS Attorneys agree that each and every matter or proceeding in which they undertake to assist the City Attorney, as aforesaid, shall be and remain under, and subject to the control and direction of said City Attorney at all stages, and that they shall at all times keep the City Attorney informed of all matters pertaining thereto. City will keep Attorneys informed of all significant developments in matters relating to any representation undertaken by Attorneys. Attorneys further agree, if and when their retention hereunder is terminated by City, as hereinafter specified, they shall return to City Attorney any and all files then in their possession concerning each and every matter or proceeding in which they represented the City pursuant to this Agreement. 5. REPORTING REQUIREMENTS Attorneys agree to keep the City Attorney, and any other person(s) designated by the City Attorney, informed of significant events in any actions for services provided per Section 1, including, but not limited to: any hearing dates, scheduled depositions, filing deadlines for motions for summary judgment, settlement conference dates, mediation dates, and trial dates. 6. TERM The term of this Agreement shall commence on the date first written above and terminate on January. 14, 2022, unless terminated earlier pursuant to Section 16 below. The term of this Agreement may be extended for up to one (1) year upon a writing executed by both parties, including the City Manager and the City Attorney. 7. INDEPENDENT CONTRACTORS It is mutually agreed by and between the parties that, in the performance of their covenants hereunder, Attorneys are and shall be independent contractors, and not officers or employees of City 8. INSURANCE Attorneys shall provide to the City Attorney proof of Professional Liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim, and maintain such insurance throughout the term of this Agreement. If Attorneys fail or refuse to produce and maintain the insurance required by this section, or fail or refuse to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Attorneys' right to be paid for its time and materials expended prior to notification of termination. 9. INDEMNIFICATION Attorneys agree to and shall indemnify and hold harmless the City, its officers, agents, employees, and representatives from liability for personal injury, damages, 2 25B-4 restitution, judicial or equitable relief to the extent caused by Attorneys' negligent performance related to this Agreement. i 10. CONFIDENTIALITY All information and documents shared with Attorneys as well as all work performed by Attorneys in connection with this Agreement should be treated as strictly confidential. Moreover, all communications between Attorneys and City shall be treated as protected by the attorney-client privilege and the attorney work product doctrine. Accordingly, information received by Attorneys from City should be kept in a secure place, and no information about this work may be disclosed to any third party without City's prior written approval. Attorneys shall provide materials directly to the City Attorney, Sonia Carvalho, or selected members of her office, as directed by the City Attorney. All such information and any written product in connection with Attorneys` retention under this Agreement, shall be marked as "PRIVILEGED AND CONFIDENTIAL / ATTORNEY -WORK PRODUCT" and shall be the property of the City Attorney's Office, and shall be returned/provided to the Office of the City Attorney with all copies upon the request of the City Attorney. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Attorneys, disclosed in a publicly available source; (c) is in rightful possession of the Attorneys without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Attorneys without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE Attorneys may currently or in the future represent one or more other clients in matters involving the City. Attorneys undertake this engagement on the condition that Attorneys may represent another client in a matter in which the Attorneys do not represent the City, even if the interests of the other client are adverse to those of City, provided the other matter is not substantially related to the Attorney's representation of City and in the course of representing City, Attorneys of the Firm have not obtained confidential information of City material to the representation of the other client ("Permitted Adverse Representation"). City's consent to this arrangement is required because of its possible adverse effects on performance of the Attorney's duties as attorneys to remain loyal and available to those other clients and to render legal services with vigor and competence. Also, if an attorney does not continue an engagement or must withdraw therefrom, the clicnt may incur delay, prejudice or additional cost such as acquainting new counsel for the matter. City agrees not to seek to disqualify the Firm from representing such other client in any Permitted Adverse Representation. 12. ARBITRATION AND WAIVER OF JURY TRIAL The parties agree that all disputes which arise between the City and Attorneys, whether financial or otherwise regarding the attorney- client relationship, shall be resolved by binding arbitration. Each side shall bear their own costs and attorneys' fee s. The parties agree to waive their right to a jury trial and to an appeal. 13. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: 25B-5 To City: Clerk of the Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, California 92702-1988 Facsimile (714) 647-6956 Courtesy Copy: City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 Facsimile (714) 647-6515 To Attorneys: Kevin Osterberg, Esq. HAIGHT BROWN & BONESTEEL, LLP 3880 Lemon Street, Suite 410 Riverside, CA 92501 Fax: (951) 341-8309 And S. Christian Stouder, Managing Partner HAIGHT BROWN & BONESTEEL, LLP 555 South Flower Street Forty -Fifth Floor Los Angeles, CA 90071 Fax: (213) 542-8 100 A party may change its address by giving notice in writing to the other party. Thereafter, any notice, tender, demand, delivery, or other communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 14. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Attorneys, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Attorneys. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not r bind or obligate Attorneys 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 parties, which are not embodied herein. j 15. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Attorneys, Attorneys may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject of this Agreement performed by City personnel or by other Attorneys retained by City. 16. TERMINATION This Agreement may be terminated by City at any time. In such event, Attorneys shall be entitled to receive and the City shall pay Attorneys compensation for all services performed by Attorneys prior to receipt of such notice of termination. As a condition of such payment, Attorneys shall deliver to the City all files and records generated under this Agreement as of such date. Attorneys may terminate this agreement, subject to their obligation to provide written reasonable notice of at least thirty (30) days to arrange alternative representation. In such case, City agrees to secure new counsel as quickly as possible and to cooperate fully in the substitution of the new counsel as counsel of record in in the Actions. 17. DISCRIMINATION Attorneys shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Attorneys affirm that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 18. JURISDICTION —VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 19. 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. 20. COUNTERPARTS: SIGNATURES This Agreement may be executed in counterparts, secured via facsimile transmission or otherwise, each of which shall be deemed to be an original. Photocopies of any executed counterpart shall have the same force and effect as an original. City further acknowledges that it has read and received a copy the full text Section 6148 of the California Business and Professions Code prior to signing this Agreement. 5 25B-7 21. NO GUARANTEES City understands and acknowledges that there are certain risks and uncertainties in the pursuit of any matter for which Attorneys have been retained, that law is not an exact science, that Attorneys have made no representations or guarantees of success regarding the conclusion of any particular matter, and that all expressions relative thereto are matters of Attorneys' opinion only. In other words, Attorneys make no representations or guarantees of success regarding any matter. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. ATTEST: Maria D. Huizar Clerk of the Council APPROVED AS TO FORM: SONIA R. CA1 VALHO City Attofjiey / an Assistant City Attorney CITY OF SANTA ANA Raul Godinez II City Manager HAIGHT BROWN & BONESTEEL LLP By: _ By: Title: REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JANUARY 15, 2019 TITLE: APPROVE AN AGREEMENT WITH MGT OF AMERICA, LLC FOR STATE MANDATED REIMBURSEMENT SERVICES (STRATEGIC PLAN NO. 4, 1) CITY Mj4NAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: r-Alia-09AW91 ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s' Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute a three-year agreement with MGT of America, LLC, for the period of January 15, 2019 through January 14, 2022 for SB90 State mandated cost -reimbursement claim services support in an amount not to exceed $34,200, subject to non -substantive changes approved by the City Manager and City Attorney. Local agencies provide various programs and services, which are mandated by the State of California. When the Governor or Legislature mandate new programs or higher level of service, the State Constitution requires the State to reimburse local agencies for all eligible expenses through the SB90 State mandated cost -reimbursement claims process. Over the past three years, the City of Santa Ana has received approximately $88,000 per year in State reimbursement for mandated programs and services required in law enforcement agencies. The Santa Ana Police Department receives reimbursement for various services, including processing of DUI related license suspensions, domestic violence reports, and rape victims counseling center notices. STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #4 City Financial Stability, Objective #1 (Maintain a Stable, Efficient, and Transparent Financial Environment) 25C-1 MGT of America Agreement January 15, 2019 Page 2 FISCAL IMPACT Revenues generated from this agreement will be deposited in the SB90 state mandated cost reimbursement revenue account (no. 01114002-50503) for the following fiscal years. Vendor invoices will be paid out of the SB90 state mandated cost -reimbursement revenue account (no. 01114002-50503) as follows: FY 2018-19 $ 11,400.00 FY 2019-20 $ 11,400.00 FY 2020-21 $ 11,400.00 Total $ 34,200.00 Dsvid-ttafentin Chief of Police Santa Ana Police Department APPROVED AS TO FUNDS AND ACCOUNTS: yam, Kathryn Downs, CPA C1sr� Executive Director Finance and Management Services Exhibit: 1. Agreement with MGT of America, LLC 25C-2 AGREEMENT TO FILE STATE MANDATED SB 90 CLAIMS WITH MGT CONSULTING GROUP i THIS AGREEMENT is made and entered into on this 15a' day of January, 2019, by and between MGT of America Consulting, LLC ("Consultant'), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of preparing applicable State Mandated Cost Reimbursement claims in order to maximize revenue to the City. 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 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, the rates and charges identified in Exhibit A. The total annual sum for said services shall not exceed $11,400 and the total amount to be expended during the term of the Agreement shall not exceed -$34;200, 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. On separate approval by the City, payment will be made on all proper invoices evidencing work performed upon expiration of Agreement No. A- 2016-199 through the start date of this Agreement in section 3 below. 1 25C-3 This Agreement will commence on the date first written above and will terminate on January 14, 2022,'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 Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, 2 25C-4 and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance,!or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles, as applicable to Consultant's use of automobiles. C. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: i. Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. ii. Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. iii. Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. iv. Where the amounts or coverage provided by the certificates of insurance provides coverage greater than those listed by this Agreement, the amounts provided by the certificates of insurance shall be incorporated by reference into the Agreement. V. Consultant shall supply City with a fully executed additional insured endorsement. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant agrees to indemnify the City for any work performed prior to approval of insurance by the City. 3 25C-5 7. INDEMNIFICATION Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement, to the extent that the injury, damages, just compensation, restitution, judicial or equitable relief is caused by the negligence of the Consultant. 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. City may make all reasonable decisions with respect to its representation in any legal proceeding. In no case will Consultant be required to indemnify or hold harmless the City from injury, damages, just compensation, restitution, judicial or equitable relief caused by negligence of the City. 8. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. Consultant shall 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 4 25C-6 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 jby 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. 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: Chief of Police City of Santa Ana 20 Civic Center Plaza (M-97) P.O. Box 1988 Santa Ana, California 92702 Fax: 714-245-8007 To Consultant: MGT of America Consulting, LLC 516 North Adams Street Tallahassee, FL 32301 Fax 850-385-4501 and 5 25C-7 2251 Harvard Street, Suite 134 Sacramento, CA 95815 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. 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 are not embodied herein. 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 15. TERNIINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product 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. 6 25C-8 b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 1 16. NON-DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 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. 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. [signature page to follow] 7 25C-9 Signature Page — MGT Consulting Group (SB 90) IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO Citytorney By: Tamara Bogosian Assistant City Attorney FOR APPROVAL: DAVID VALENTIN Chief of Police CITY OF SANTA ANA RAUL GODINEZ II City Manager CONSULTANT Name: Title: 25d-10 J. Bradley Burgess EVP MGT of America Consulting, LLC Sacramento Office 2251 Harvard St, Ste 134 Sacramento, CA 95815 www.mgtofamerica.com e***♦ M GT CONSULTING GROUP Exhibit A The City of Santa Ana wishes to supplement existing revenue sources by filing state mandate cost claims (SB 90 claims) with the California State Controller's Office (SCO). Like many public agencies in California, Santa Ana recognizes the fiscal benefits of filing SB 90 claims and continuing to pursue all eligible costs related to carrying out the state -mandated cost programs. The City would, like to partner with a professional services firm that specializes in SB 90 consulting to do the following: 4. Review past SB 90 claims filed by the City. •:• Identify all possible SB 90 claiming opportunities. :• Examine existing department methods for accumulating program data for each eligible claim. Prepare an indirect cost rate proposal (ICRP) for applicable claiming departments. Submit draft claims and ICRPs with all available backup to departments for review. Prepare and file eligible annual SB 90 claims with the State Controller (SCO) during 2019 fiscal year. Prepare and file all eligible first time or new SB 90 claims that have claiming instructions issued during the same fiscal period. :• Submit to the Finance Department a list of all claims filed during the fiscal year. Monitor the general payment status of claims prepared and submitted on behalf of the City. ee Assist the City in the event of SCO field audits of claims filed by MGT. This proposed schedule is one possible time line. If the City desires to initiate the annual claiming cycle earlier, MGT is happy to accommodate that request. Oct Nov - Dec Dec - Jan February Meet with the City SB All mandate -specific MGT distributes draft Claims to City for 90 Coordinator & claim & financial data claims and ICRPs for final review & Departments due to MGT City review signature MGT Claim MGT begins data Preparation Edits and changes to collection & follow up Compile data, draft claims due to Hand calculate indirect cost telContr Controller to State Controller on eligible activities rates, process data & MGT prepare claims 25C-11 CITY OF SANTA ANA SB 90 STATE MANDATED REIMBURSEMENT CLAIMING SERVICES s*i** MGT CONSULTING GROUP MGT provides true turn -key mandate cost claiming services to its clients, and our approach is based around personal interaction. Our staff is involved with our clients' claiming process throughoutthe year, providing proactive news, historical claiming reports, and the earliest notification of new SB 90 claims possible. I � MGT views the SB 90 process as a partnership between Santa Ana and our firm. We will work closely with the SB 90 Coordinator keeping the City apprised of everything we are doing, but it will be MGT's responsibility to manage all aspects of the project. Some of the key aspects of this include: Provide the City with a list of all eligible claims, as well as Claim Summary sheets and Data Collection forms. All of these concise summaries and forms are available in a variety of electronic formats to make use and disbursement of claiming information as easy as possible. Work in concert with the City's SB 90 Coordinator to coordinate the City's overall claiming process. If the City desires, minimal reliance will be placed on the City's SB 90 Coordinator in this process. Coax departments to ensure that all data required to file eligible claims is gathered in a timely fashion. Our team works closely with our client departments after the on-site interviews to ensure that all questions are answered and deadlines met. Schedule and conduct individual meetings with departments to discuss all reimbursable mandated activities. Develop a schedule and plan for mining the necessary data to ensure claims are completed well before the claiming deadlines. Gather all required direct cost data. Gather salary and benefit data from the Finance Department or the individual departments for all required fiscal years. Gather information required to prepare OMB A-87 compliant ICRPs. This will be carried out in concert with other department interviews. It is important that this step occur each year because departments reorganize, assignments shift, new personnel is hired, or personnel retire. :• MGT will work with City departments to determine the documentation that must be submitted to the state as attachments to claims, and what documentation should be maintained in the City's files in case of the SCO inquiry or field audit. Once data has been received from the departments, MGT will prepare all eligible claims and ICRPs on behalf of the City using required SCO claim forms and MGT proprietary software. This process includes the following actions: Prepare all claims that apply to single departments. Once again, our experience will ensure that no cost components are misinterpreted or omitted. 00* MGT Copyright 2018 by MGT Consulting Group. All rights reserved. CONSULTING GROUP 25C-12 CITY OF SANTA ANA SB 90 STATE MANDATED REIMBURSEMENT CLAIMING SERVICES ®*i*i M GT CONSULTING GROUP Coordinate and prepare all multi -departmental claims. Simply gathering data for mandates that span different departments is not enough. The data must be cross-referenced and analyzed to ensure that departments do not misclassifying or double -count data. Prepare ICRPs and support documents for all claiming departments. Submit data and obtain approval from each department for all ICRPs to be used in conjunction with current SB 90 claims, as well as the City's SB 90 Coordinator. This will happen at least six weeks prior to claim deadline. d• Submit draft claims and ICRP to City staff for review and comment. Prepare and finalize all City claims and ICRPs to submit the completed claims for signature. Completing and delivering the final claims to the City is not the last step. MGT will provide the City's SB 90 Coordinator with a clear, understandable process for receiving the completed claims/ICRPs and obtaining the necessary signatures. There will be no points of confusion as to where the completed claims and coversheets should be mailed, or who is responsible for making sure the claims are received and filed with the SCO on time. Prior to submitting the claims to the SCO, MGT will perform one final quality control check to ensure that the City has signed two original coversheets, all parts of the claim are included, and required documentation is attached. MGT will hand deliver all signed claims received from the City to the SCO on or before the stated deadline. We will also provide the SCO with a document that verifies it has timely received the City's claims. This form will be signed and dated by the SCO and returned to the City. Over time, we understand and recognize the City may prefer modify its involvement in the process to conserve internal resources. Whatever approach the City selects, our goal is clear: produce the most technically sound and accurate SB 90 claims that maximize potential revenue opportunities for the City. STAFFING Since 2007, MGT Consulting Group has become the dominant costing services consulting firm in the nation with over 30 costing professionals. In the area of local government cost consulting, our firm has over 100 years of combined experience in the SB 90, cost allocation, and indirect cost calculation consulting areas. Our predecessors at DMG were originally asked by the California State Controller's Office (SCO) to assist in the development of the original ICRP format and methodology. That format is still in use today. In our various corporate incarnations since 1985, our consultants have worked with over 250 cities, all 58 counties, and over 100 special districts in California. MGT offers the City of Santa Ana the best, most experienced SB 90 consulting staff, as well as the highest level of service available. We currently have eight SB 90 consultants with over 100 years of combined local government experience. MGT currently provides state mandated cost -claiming services to just under half of California counties, and 100 municipalities, special districts, and school districts in California. The list of city clients that have been served by our consultants during their careers is largerthan all other consulting 4*4 MGT Copyright 2018 by MGT Consulting Group. All rights reserved. CONSULTING GROUP 25C-13 CITY OF SANTA ANA SB 90 STATE MANDATED REIMBURSEMENT CLAIMING SERVICES e*i** MGT CONSULTING GROUP firms combined. The following is a list of our SB 90 consultants and their years of experience in SB 90 related state mandated costs (SB 90) services: SB 90 EXPERTS YEARS OF EXPERIENCE I TITLE Bradley Burgess 28+ Executive Vice President Patrick Dyer 18+ Vice President Cindy Sconce 15+ Senior Manager Guy Burdick 17+ Manager Christine Reynolds 15+ Manage Diona LaChapelle 18+ Senior Consultant Diana Hancock 15+ Senior Consultant Ruben Rivas 5+ Consultant PROPOSED STAFF FOR THIS ENGAGEMENT As part of this engagement, MGT has proposed the services of Mr. Brad Burgess as the City's project director. Mr. Burgess is an Executive Vice President with MGT and is responsible for our firm's national Financial Services Division. Mr. Burgess will be responsible for ensuring that this project is staffed properly. His objective will be that the City of Santa Ana is unconditionally satisfied with the services received from MGT consultants. Ms. Diana Hancock will serve as the project manager/ lead consultant and primary contact. In this role Ms. Hancock will attend all on-site interviews, training and coordination overthe life of this engagement. She is responsible for the daily tasks and activities associated with the SB 90 project. She will assist with department interviews, scheduling, data collection, follow up phone calls and e-mails, and claim preparation. Ms. Hancock will also closely monitorthe project timeline against milestones and deadlines. The consultants selected for this project were based on the City's particular needs while giving preference to consultants (area specialists) who work with neighboring agencies. This can be particularly valuable to better understand local trends and available resources. It should also be noted that MGT will only use full-time employees. No subcontractors, interns, students, or temps will be proposed or used on this project. OOi MGT Copyright 2018 by MGP Consulting Group. All rights reserved. CONSULTING GROUP 25C-14 CITY OF SANTA ANA SB 90 STATE MANDATED REIMBURSEMENT CLAIMING SERVICES **i*i M GT CONSULTING GROUP QUALIFICATIONS, RELATED EXPERIENCE & FIRM INFORMATION I MGT has provided highly specialized governmental consulting services since 1974. Our Financial Services Division consultants focus on five core areas of expertise—state mandated costs — SB 90, cost allocation plans, userfee cost analysis, federal reimbursements, and indirect cost rate proposals (ICRPs). It has been said that a consultant's stock in trade is their experience and their advice. Our firm's average level of experience is over 15 years in the local government consulting area. Our clients have always benefited from our counsel and advice in the state mandated cost -claiming field. We are proud of our California heritage and consulting roots. The original founders of Public Resource Management Group, LLC (PRM) all started their consulting careers with David M. Griffith and Associates (DMG) during the mid-1980s and early 1990s. That association formed our professional belief system and approach. Our core values are: Providing exceptional technical consulting services Developing partnerships with our clients that result in successful long-term relationships •o Guaranteed deliverables and services As a financially sound, privately held firm, MGT has no Wall Street analysts to answer to, nor do we have corporate investors. MGT consultants focus on our clients and fulfilling the terms of our agreements. Since its inception in 1974, MGT has maintained persistent and steady growth. MGT is a financially healthy company and is capable of providing the resources required to successfully complete the requested services both now and in the future. MGT offers the City of Santa Ana the best, most experienced consulting staff, as well as the highest level of service available. Entering fiscal year (FY) 2018-19, MGT has eight SB 90 consultants with over 120 years of combined SB 90 experience. During the 2017-2018 fiscal year, MGT's consultants filed millions of dollars in SB 90 reimbursements, filed hundreds of claims for dozens and dozens of city and county clients using the same time -tested methods described throughout this proposal. We are proud of our service to our clients and value the trust they put in us above all else. For reference purposes, below are four clients that used MGT's SB 90 services in the 2017-18 fiscal year. CITY OF LOS ANGELES CITY OF STOCKTON TUOLUMNE COUNTY EL DORADO COUNTY Annemarie Sauer Jayden Sangha Debi Bautista Keely Giovannoni Commanding Officer Financial Analyst Clerk & Auditor -Controller Auditor -Controllers Office Fiscal Operations Division Administrative Services Auditor -Controllers Office 360 Fair Lane 100 W. First Street 425 N. EI Dorado Street 2 South Green Street Placerville, CA 95667 Los Angeles, CA 90012 Stockton, CA 95202 Sonora, CA 95370 (530) 621-5421 (213) 486-8590 (209) 937-8330 (209) 533-5552 keely.giovannoni@edcgov.us annemarie.sauer@lapd.online layden.Sangha@stocktonca.gov dbautista@co.tuolumne.ca.us **i*i MGT Copyright 2018 by MGT Consulting Group. All rights reserved. CONSULTING GROUP 25C-15 CITY OF SANTA ANA SB 90 STATE MANDATED REIMBURSEMENT CLAIMING SERVICES FEE PROPOSAL "* MGT CONSULTING GROUP MGT will complete all the services described in this proposal for annual claims that are due on February 151 2019; and all aspects of this proposal related to all new) or first-time claims for which claiming instructions are issued during fiscal year 2018-2019. MGT proposes a fixed -fee of Eleven Thousand, Four Hundred Dollars ($11,400). Tasks Covered Proposed Annual Fee Payment Terms New & Annual SB 90 Claim Preparation/Submission Fixed Fee $11,400 Payable upon receipt For Each FY Claiming of quarterly invoices Cycle The price quoted for services is all inclusive. There are no caps on number of claims, audit support, or meetings—our level of customer service to the City is unlimited. MGT will not bill you for travel time or expenses, additional time for on-site meetings, or additional claims. MGT wants to be City's partner in this process for the next three years and beyond. Our professional commitment of resources and variety of services offered under our fixed -fee proposal is unmatched. ***** MGT Copyright 2018 by MGT Consulting Group. All rights reserved. CONSULTING GROUP 25C-16 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JANUARY 15, 2019 TITLE: APPROVE AND AGREEMENT WITH THE UNIVERSITY OF CALIFORNIA, IRVINE (UCI) TO PROVIDE SEXUAL ASSAULT VICTIM EXAMS AND EVIDENCE COLLECTION SERVICES TO THE POLICE DEPARTMENT (STRATEGIC PLAN GOAL NO. 1, 1D) �SY — CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: •;• k ❑ As Recommended ❑ As Amended ❑ Ordinance on 15' Reading ❑ Ordinance on 2ntl Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute an initial three-year agreement with the University of California, Irvine (UCI) for the period of July 1, 2018 through June 30, 2021, to provide sexual assault victim examinations and evidence collection for the Police Department, in the amount of $61,200 (including a $3,900 contingency), subject to non -substantive changes approved by the City Manager and City Attorney. The agreement also includes one (1) two-year renewal option exercisable in writing by the City Manager and the City Attorney, in the amount of $28,600 (including a $2,600 contingency). The total not to exceed agreement amount for the three-year base agreement and two-year renewal option, if exercised, will not exceed $89,800. The Police Department uses the services of the County's Child Abuse Services Team (CAST) facility to conduct sexual assault examinations and evidence collection for juvenile victims of sexual assault and associated suspects. The UCI medical staff assigned to the CAST facility are trained to perform medical exams on abused children, and collect evidence needed for court. UCI is also the lead agency that handles the agreements and billing for CAST. The Child Abuse Response Team facility is an all -in -one facility that provides a variety of services for child abuse investigations. The medical exams are performed at the facility in conjunction with a forensic interview to minimize any added stress or trauma to the victim. The Child Abuse Response Team facility is the only facility in Orange County that provides a safe, child -friendly environment for the victims requiring a forensic interview and a medical exam. A Deputy District Attorney is onsite to provide guidance and address any legal issues. A specially trained Social Worker conducts the forensic interview and every law enforcement agency in the County uses CAST, as it is the standard response for child abuse investigations. 25D-1 Agreement with University of California, Irvine (UCI) January 15, 2019 Page 2 The costs for the services are $800 per "acute" victim examination, and $650 per "non-acute" victim examination. The agreement (Exhibit 1) will include $13,000 per fiscal year, a $3,900 contingency, and $18,300 for services provided since January 1, 2017, for a total not to exceed agreement amount of $61,200 for the initial three-year term. The services performed since January 1, 2017 were provided under an MOU between UCI and the Police Department. This MOU will be replaced by the proposed agreement, which is a better mechanism for coordinating these services for the Police Department and more consistent with the City's purchasing guidelines. The agreement also includes one (1) two-year renewal option exercisable in writing by the City Manager and the City Attorney, in the amount of $28,600 (including a $2,600 contingency). The total not to exceed agreement amount for the three-year base agreement and two-year renewal option, if exercised, will not exceed $89,800. STRATEGIC PLAN ALIGNMENT This item's approval allows the City to meet its 5 -Year Strategic Plan Goals; specifically, it supports Goal #1 — Community Safety, Objective #1 (modernize the Community Policing Philosophy to improve customer service, crime prevention, and traffic/pedestrian safety), Strategy 'D' (establish and implement a plan to partner with community service organizations and other community groups to conduct awareness, intervention, and prevention of child abuse, domestic violence and driving under the influence of alcohol and/or drugs). FISCAL IMPACT Funds in the amount of $32,600 are available in the FY 2018-19 Criminal Investigations Division — Contract Services account (no. 01114435 62300) and will be included in proposed budgets for future years as follows: Three -Year Base Agreement FY 2018-19 $32,600 FY 2019-20 $14,300 FY 2020-21 $14,300 Subtotal $61,200 Two -Year Renewal Ontion FY 2021-22 $14,300 FY 2022-23 $14,300 Subtotal $28,600 David Vale Police Santa Ana Police Department APPROVED AS TO FUNDS AND ACCOUNT: /1 @&Urno Kathryn Downs, CPA v t (tso Executive Director Finance and Management Services Agency Exhibit: 1. Agreement with University of California, Irvine (UCI) 25D-2 AGREEMENT FOR EVIDENCE COLLECTION SERVICES FOR CHILD ABUSE VICTIMS THIS AGREEMENT ("Agreement") is made and entered into this 15th dayiof January, 2019 by and between The Regents of the University of California, as described in Article IX, Section 9 of the California Constitution, on behalf of University of California, Irvine School of Medicine, Department of Pediatrics ("UCP'), 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 on behalf of Santa Ana Police Department ("City" or "SAPD"). RECITALS A. UCI and Orange County Social Services Agency (SSA) have entered into an agreement for Provision of Child Abuse Medical Services effective January 1, 2017 through June 30, 2021 ("Master Agreement"). B. In connection with the Master Agreement, the City desires to retain 'UCI for the collection of forensic evidence with respect to victims of child abuse. C. UCI represents that UCI is able and willing to provide such services to the City. D. UCI represents that services performed by UCI under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional in the field of collection of forensic evidence with respect to victims of child abuse. E. UCI and City agree and understand that this Agreement is intended to replace and supersede the January 1, 2017, memorandum of understanding ("MOU") entered into by the Parties, and attached hereto as Exhibit A. The MOU will be terminated upon the effective date of this Agreement, provided, however, that the MOU will continue to be recognized for services provided by UCI to the City prior to the effective date of this Agreement. All invoices for services performed prior to the date hereof under the MOU shall be due and payable pursuant to the compensation terms as set forth in the MOU. 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 UCI will closely coordinate the following services with the Santa Ana Police Department ("SAPD") in relation to the following areas: • Attorney General Requirements • California Governor's Office of Emergency Services (Cal OES) Grant Requirements; • Department of Justice Grant Requirements • Utilizing CAST to reduce the trauma to the child UCI agrees to provide the following services (collectively, the "Services") to SAPD: a. Examination. UCI agrees to provide approved forensic -medical exams on child abuse victims for the gathering of evidence for use in the criminal justice system. Examinations 25D-3 will be conducted at the County of Orange CAST facility. Exam shall include digital imaging of injuries and physical findings. Forensic examinations will be conducted by medical personnel who are competent in the use of the equipment and the interpretation of the findings. An exam may include the following services: i. Initial Evaluation ii. Evidence Collection (for Acute exams) iii. Written Report iv. Consultation v. STI Testing vi. Lab Analysis vii. Follow Up Exams b. Types of Exams: "Non -Acute Exam" as used herein shall mean an exam any time after an incident without the collection of forensic evidence. "Acute Exam" as used herein shall mean an exam up to 10 days after incident, with potential for forensic evidence collection at discretion of examiner. c. Evidence. All evidence collected during the examination will be relinquished by UCI medical staff to Santa Ana PD personnel at the conclusion of that examination. Digital photographs will be available upon request to SAPD investigators. d. Reports. UCI shall provide their findings in a report. City and UCI shall confer and mutually agree on formatting and scheduling of deadline for receipt of reports from the UCI. Final reports, and any documents or attachments, provided as part of the report will become the property of the City. 2. COMPENSATION a. City agrees to pay, and UCI agrees to accept payment for services at a rate of $650.00 per "Non-acute exam" and a rate of $800.00 per "acute exam". The total sum to be expended under the initial term of this Agreement shall not exceed $611200.' This amount shall include a base annual amount of $13,000 during the term of this Agreement; a 10% contingency in the amount of -$3,900; and $18,300 to compensate UCI for services performed as detailed in Recital E and will be paid pursuant to the terms in Exhibit A. b. If the two-year renewal option in Section 3 below is exercised, the City agrees to pay, and UCI agrees to accept payment for services at a rate of $650.00 per'Non-acute exam" and a rate of $800.00 per "acute exam". The total sum to be expended under this two-year renewal option shall not exceed $28,600. This amount shall include a base annual amount of $13,000 and a 10% contingency ($2,600). c. Effective July 1, 2018, payment by City shall be made within 45 days (forty-five) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment will not be remitted for work that fails to meet the standards of performance set forth in the Recitals as may reasonably be expected by City. 25D-4 3. TERM This Agreement shall be deemed to have commenced on July 1, 2018 and will terminate on June 30, 2021, with the option for the City to grant up to a one (1) two (2) year renewal, exercisable by a writing by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 13, below. 4. INDEPENDENT CONTRACTOR UCI 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 UCI performs the services which are the subject matter of this Agreement; however, the services to be provided by UCI shall be provided in a manner consistent with all applicable standards and regulations governing such services. UCI shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. INSURANCE Prior to undertaking performance of work under this Agreement, each party shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: A. City at its respective sole cost and expense, shall insure or self -insure its activities in connection with this Agreement and obtain, keep in force and maintain insurance as follows: i. Errors and Omissions: (1) Each Occurrence $1,000,000 (2) General Aggregate $2,000,000 (3) Personal and Advertising Injury* $1,000,000 (4) General Aggregate $2,000,000 (Bodily Injury, Property Damage) However, if such insurance is written on a "claims made" form, following termination of the Agreement, coverage shall survive for a period of not less than three years. Coverage shall provide for a retroactive date of placement prior to or coinciding with the effective date of the Agreement. ii. Comprehensive or Commercial Form General Liability Insurance (contractual liability included) with limits as follows: (1) Each Occurrence $1,000,000 (2) Products, Completed Operations Aggregate $3,000,000 (3) Personal and Advertising Injury* $1,000,000 (4) General Aggregate* $3,000,000 *(not applicable to comprehensive form) However, if such insurance is written on a "claims made" form, following termination of the Agreement, coverage shall survive for a period of not less than 25D-5 f� three years. Coverage shall provide for a retroactive date of placement prior to or coinciding with the effective date of the Agreement. iii. Such other insurance in such amounts which from time to time may be reasonably required by the mutual consent of both parties against other insurable hazards relating to performance. It is expressly understood, however, that the coverages required under paragraphs Ad. and A.ii. shall not in any way limit the liability of either party. Such provision, however, shall only apply in proportion to and to the extent of the negligent acts or omissions of the other party, its officers, agents, employees. Each party upon execution of this Agreement shall fumish the other party with Certificates of Insurance or other evidence of compliance with all requirements. Certificates shall further provide for thirty (3 0) calendar days advance written notice to the other party of any modifications, change, or cancellation of any of the above insurance coverage. UCI at its respective sole cost and expense, shall insure or self -insure its activities in connection with this Agreement and obtain, keep in force and maintain insurance as follows: Professional Medical and Hospital Liability: (1) Each Occurrence $1,000,000 (2) General Aggregate $3,000,000 (3) Personal and Advertising Injury* $1,000,000 (4) General Aggregate $3,000,000 (Bodily Injury, Property Damage) However, if such insurance is written on a "claims made" form, following termination of the Agreement, coverage shall survive for a period of not less than three years. Coverage shall provide for a retroactive date of placement prior to or coinciding with the effective date of the Agreement. ii. Comprehensive or Commercial Form General Liability Insurance (contractual liability included) with limits as follows: (1) Each Occurrence $1,000,000 (2) Products, Completed Operations Aggregate $3,000,000 (3) Personal and Advertising Injury* $1,000,000 (4) General Aggregate* $3,000,000 *(not applicable to comprehensive form) However, if such insurance is written on a claims made form, following termination of the Agreement, coverage shall survive for a period of not less than three years. Coverage shall provide for a retroactive date of placement prior to or coinciding with the effective date of the Agreement. iii. Workers' Compensation and Employers Liability Insurance in a form and as required by California law. 25D-6 iv. Such other insurance in such amounts which from time to time may be reasonably required by the mutual consent of both parties against other insurable hazards relating to performance. It should be expressly understood, however, that the coverages required under paragraphs B.i., B.ii.. and B.iii.. hereof shall not in any way limit the liability of either party. Such provision, however, shall only apply in proportion to and to the extent of the negligent acts or omissions of the other party, its officers, agents, employees. Each party upon execution of this Agreement shall furnish the other party with Certificates of Insurance or other evidence of compliance with all requirements. Certificates shall further provide for thirty (30) calendar days advance written notice to the other party of any modifications, change, or cancellation of any of the above insurance coverage. 6. INDEMNIFICATION UCI shall defend, indemnify and hold City, its trustees, officers, employees and agents harmless from and against any and all liability, loss, expense (including reasonable attorneys' fees), or claims for injury or damages arising out of the performance of this Agreement, but only in proportion to and to the extent such liability, loss, expense, attorneys' fees, or claims for injury or damages are caused by or result from the negligent or intentional acts or omissions of UCI, its officers, employees or agents. City shall defend, indemnify and hold UCI, its officers, employees an agents harmless from and against any and all liability, loss, expense (including reasonable attorneys' fees), or claims for injury or damages arising out of the performance of this Agreement, but only in proportion to and to the extent such liability, loss expense, attorneys' fees, or claims for injury or damages are caused by or result from the negligent or intentional acts or omissions of City, its trustees, officers, employees or agents. 7. RECORDS UCI shall keep records and invoices in connection with the work to be performed under this Agreement. UCI 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 UCI under this Agreement. All such records and invoices shall be clearly identifiable. Upon at least three (3) business days advance notice, UCI 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. City shall reimburse UCI for copies at the rate of twenty- five cents ($0.25) per page plus reasonable administrative costs. UCI 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 UCI under this Agreement. 8. CONMENTIAMY If UCI receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, UCI 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 25D-7 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 UCI disclosed in a publicly available source; (c) is in rightful possession of the UCI without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the UCI without reference to information disclosed by the City. Notwithstanding the foregoing, City understands and agrees that UCI is a public institution, subject to the provisions of the California Public Records Act, and Confidential Information may be subject to disclosure thereunder. In the event UCI receives a request to produce this Agreement, or identify any term, condition, or aspect of this Agreement, UCI will contact City to advise of such release of information in accordance with applicable law. 9. CONFLICT OF INTEREST CLAUSE UCI represents 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. 10. NON-DISCRIMINATION UCI shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. UCI affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 11. ENTIRE AGREEMENT This Agreement represents the entire understanding and agreement between the City and UCI with respect to the subject matter hereof and supersedes any and all other agreements, arrangements, and understandings, whether oral or written, between the parties relating to the subject matter hereof. No representation, inducement, promise or agreement, whether oral or written, has been made by any party, or anyone acting on behalf of any party, which is not embodied herein. 12. CONFLICTS; AMENDMENTS 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 UCI. The parties agree that any amendment to this Agreement shall be made in writing and mutually agreed upon between the parties. Neither party may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the other party and any such assignment, transfer, delegation or subcontract without the other party'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. 25D-8 14. TERMINATION This Agreement shall terminate upon the termination of the Master Agreement between UCI and SSA. This Agreement may otherwise be terminated with or without cause at any time by either party upon thirty (30) days prior written notice of termination. hi any event, UCI shall be entitled to receive and the City shall pay UCI compensation for all services performed by UCI up to the date of termination. 15. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 16. 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. 17. PROFESSIONAL LICENSES UCI 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. UCI 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. 18. MISCELLANEOUS PROVISIONS a. Each undersigned represents that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body 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: 25D-9 To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax: 714- 647-6956 With courtesy copies to: Chief of Police Sonia R. Carvalho City of Santa Ana City Attorney 20 Civic Center Plaza (M-97) City of Santa Ana P.O. Box 1988 20 Civic Center Plaza (M-29) Santa Ana, California 92702 P.O. Box 1988 Fax: 714-245-8007 Santa Aha, California 92702 Fax: 714- 647-6515 To UCI: UC Irvine Medical Center Attn: Director of Contracting 333 City Boulevard West, Suite 200 Orange, CA 92868 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. (signature page to follow] 25D-10 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. i I ATTEST: Maria D. Huizar Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City tomey By: 4K=— Tamara ogosian Assistant City Attorney FOR APPROVAL: DAVID VALENTIN Chief of Police CITY OF SANTA ANA Raul Godinez II City Manager UCI: Nasim Afsarmanesh, MD, MBA UC Irvine Health Chief Ambulatory Officer 25D-11 Exhibit A MEMORANDUM OF UNDERSTANDING THE REGENTS OF THE UNIVERSITY OF CALIFORNIA AS DESCRIBED IN ARTICLE IX, SECTION 9 OF THE CALIFORINA CONSTITUTION, ON BEHALF OF UNIVERSITY CALIFORNIA, IRVINE DEPARTMENT OF PEDIATRICS AND THE SANTA ANA POLICE DEPARTMENT This Memorandum of Understanding (MOU) dated January 1st, 2017 summarizes the terms of an operational agreement between The Regents of the University of California, as described in Article IX, Section 9 of the California Constitution on behalf of University of California, Irvine Department of Pediatrics (UCI), Orange County Social Services Agency (SSA), the Child Abuse Services Team (CAST), the Office of the District Attorney (DA), and Santa Ana Police Department, a law enforcement agency ("SAPD'7 RECITALS WHEREAS UCI and SSA have entered in to an Agreement for Provision of Child Abuse Services ("Agreement"), the term of the Operational Agreement is January 1, 2017 through June 30, 2021. Notwithstanding the foregoing, this Operational Agreement shall terminate immediately upon termination of the Agreement. UCI will closely coordinate the following services with SAPD in relation to the following areas: ). Attorney General Grant Requirements; 2. California Governor's Office of Emergency Services (Cal OES) Grant Requirements; 3. Department of Justice Grant Requirements; 4. Utilizing CAST to reduce the trauma to the child; All agencies believe that implementation of the CAST proposal will further this goal. To that end, each agency agrees to participate in the program by coordinating and/or providing the following services: • Project staff being readily available to CAST for service provision through the attached Agreement for the Child Abuse Medical Services Provider. • Regularly scheduled meetings between indicated agencies to discuss strategies, time tables, and implementation of mandated services. • Specifically, services as described in the Agreement attached hereto and incorporated herein by reference. We, the undersigned, as authorized representatives of CAST, SSA, the DA, UCI, and SAPD do hereby approve this Operational Agreement, 1. DEFINITIONS 3/27/2017 25D-12 "Non -Acute Exam" as used herein shall mean an exam any time after an incident without the collection of forensic evidence. "Acute Exam" as used herein shall mean an exam up to 10 days after incident, with potential for forensic evidence collection at discretion of examiner. 2. TERM The term of this agreement will be from January 1, 2017 -June 30, 2021. 3. COMPENSATION a. SAM will compensate UCI $650.00 per "Non- acute exam". b. SAPD will compensate UCI $800.00 per "acute exam". 4. BMLING The CAST Office Coordinator will invoice SAPD after services have been rendered. SAPD will remit payment within thirty (30) days fmmthe date on the invoice to the following address: UC Irvine Department of Pediatrics Atm: Finances 333 City Blvd West, Suite 800 Orange, CA 92868 5. DESCRIPTION OF SERVICES An exam may include the following services: 3/27/2017 I. Initial Evaluation ii. Evidence Collection (for Acute exams) iii. Written Report Iv. Consultation v. STITesting vi. Lab Analysis vii. Follow Up Exams 25D-13 Signatures below indicate acceptable of this agreement. %. a,0�j- (a`Iz1)-4- UC Irvine Health Date Teresa Conk Chief Strategy Officer & Associate Vice Chancellor for Clinical Intearation Santa Ane Police Department James Schasbi, Acting Chief of Police 3/272017 25D-14 Date Exhibit B UCI CAST MEDICAL UNIT 401 THE CITY DRIVE TEL714-935-8456 UC Irvine Health it FAx714-935-7796 INVOICE #:1115. 10.2.2017 BIU. TO TERMS: PAYMENT DUE 30 DAYS FROM INVOICE DATE SANTA ANA POLICE DEPARTMENT MAKE CHECKS PAYABLE To: UC REGENTS 60 CHIC CENTER PIZ 1. SANTA ANA, CA 92701 MAIL PAYMENTTO: 16-28196 UC IRVINE PEMATRICSATM: FINANCES DEPARTMENT 2. 333 Cm Sivn, WEST SURE 800 Non -Acute ORANGE, CA 92868 25D-15 DATE OF EXAM EXAM TYPE POLICE DR # AMOUNT 1. 1/18/2017 Non -Acute 16-28196 $650.06 2. 2108/2017 Non -Acute 17-03566 $650.00 3. 2/1012017 Non -Acute 17-03775 $650.00 4. 2/23/2017 Acute 17-04504 $800.00 5. 3/09/2017 Non -Acute 17-03941 $650.00 6. 3/23/2017 Non -Acute 17-07568 $650.00 7. 3/23/2017 ACUTE 17-07814 $800.00 8. 6/01/2017 NON-ACUTE 17-12906 $650.00 9. 7/07/2017 .ACUTE 17-18376 $800.00 TOTALAMOUNT DUE BY 11.1.2017 $6,300.00 25D-15 UPI CAST MEDICAL UNIT 401 THE CITY DRIVEy'r°2 TEL 714 t:J FAx714-935-7796 UC Irvine Health w; 3i INVOICE: 1729 12.5 *2017 i BILLTO TERMS: PAYMENT DUE 90 DAYS FROM INVOICE DATE SANTA ANA POLICE DEPARTMENT MAKE CHECKS PAYABLE TD: UC REGENTS 60 CIVIC CENTER PWA SANTA ANA, CA 92701.4060 MAILPAYMENTTO: UC IRVINE PEDIATRICS ATTN: FINANCES DEPARTMENT 333 CITY BLVD, WEST SUITE 800 ORANGE, CA 92868 DATE OF EXAM EXAM TYPE POLICE NUMBER AMOUNT 06/13/2017 Non -Acute 17-14954 $650.00 06/27/2017 Non -Acute 17-16397 $650.00 TOTALAMOUNT DUE BY JANUARY 4, 2018 25D-16 $1300.00 UCI CAST MEDICAL UNIT _ 401 THE CITY DRIVE UC Irvine Health TEL 714-935-8456 _. FAx714-935-7796 MAILPAYMENTTo: INVOICE M 1717 10.23.2017 BILL TO TERMS: PAYMENT DUE 30 DAYS FROM INVOICE DATE SANTAANA POLICE DEPARTMENT MAKE CHECKS PAYABLE To: UC REGENTS 60 CIVIC CENTER PIZ 1. SANTA'ANA,CA92701-4060 MAILPAYMENTTo: 17-23751 UC IRVINE PEDIATPoCSATTN: FINANCES DEPARTMENT 2. 333 CITY BLVD, WEST SUITE 800 Non -Acute ORANGE,CA 92868 25D-17 DATE OF ExAM EXAM TYPE POLICE DR # 'AMOUNT 1. 8/30/2017 Non -Acute 17-23751 $650.00 2. 8/31/2017 Non -Acute 17-23195 (Sibling 1) $656.00 3. 8/31/2017 Non -Acute 17-23195 (Sibling 2) $650.00 ToTALAMoUNT DUE By 11.22.2017 $1950.00 25D-17 25D-18 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JANUARY 15, 2019 TITLE: APPROVE AN AGREEMENT WITH CONCENTRA MEDICAL CENTER DOING BUSINESS AS OCCUPATIONAL HEALTH CENTERS OF CALIFORNIA (CONCENTRA), A MEDICAL CORPORATION TO PROVIDE OCCUPATIONAL MEDICAL SERVICES (STRATEGIC PLAN NO. 7,5) 7 RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: IT»iiP ❑ As Recommended ❑ As Amended ❑ Ordinance on 1" Reading ❑ Ordinance on 2n^ Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute an agreement with Concentra Medical Center doing business as Occupational Health Centers of California (Concentra), a Medical Corporation, to provide a comprehensive medical services review program for a three- year period from February 1, 2019 until January 31, 2022, and with two (2) one-year optional renewals of $100,000 each additional year not to exceed $500,000 over a five (5) year period. Subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION It has been several years since the City has reviewed its current processes regarding employee medical examinations. To ensure these services are addressed effectively and timely, a Request for Proposals (RFP) for occupational health services was posted on August 27, 2018 (Exhibit 1). The purpose of the RFP was to identify qualified occupational health providers to perform the following scope of work: ■ Effectively coordinate, schedule and evaluate the results of a variety of medical examinations for City employees, including: ■ Pre-employment medical examinations and screenings; ■ Post -exposure medical examinations and screenings; ■ Fitness for duty examinations; • Department of Motor Vehicles (DMV) Commercial Classification Drivers License physical examinations; • Department of Transportation (DOT) -related drug and alcohol examinations and screenings; and ■ California OSHA (Occupational Safety and Health Act) occupational testing such as periodic evaluation of respiratory, audio and chest functions, as well as Hepatitis vaccinations and boosters, as needed. 25E-1 Agreement with Occupational Health Centers of California, a Medical Corporation January 15, 2019 Page 3 FISCAL IMPACT The agreement is for three (3) years from February 1, 2019 to January 31, 2022, for an estimated cost of $300,000 for the term of the agreement, with an option to extend twice, by mutual agreement of the Parties, for a period up to two (2) additional years. If an extension is recommended, it will be brought back to City Council for additional approval at that time. The City may terminate this agreement at any time, without cause, with thirty (30) days written notice. Funding for the proposed agreement is budgeted and available in the various departmental Contractual Services — Professional account (no. 62300). Human Resources Department APPROVED AS TO FUNDS AND ACCOUNTS: Kathryn Downs Executive Director'Sy� Finance and Management Services Agency Exhibits: 1. RFP for Occupational Medical Services and Review 18-073 2. Concentra Agreement 25E-2 Fiscal Year - Three Year Agreement Estimated Total Amount FY 2018-2019 (February — June) $ 50,000 FY 2019-2020 (12 months) $ 100,000 FY 2020-2021 (12 months) $ 100,000 FY 2021-2022 (6 months) $ 50,000 Two Year Renewal Option FY 2021-2022 (6 months) $ 50,000 FY 2022-2023 (12 months) $ 100,000 FY 2023- 024 (July - January) $ 50,000 Human Resources Department APPROVED AS TO FUNDS AND ACCOUNTS: Kathryn Downs Executive Director'Sy� Finance and Management Services Agency Exhibits: 1. RFP for Occupational Medical Services and Review 18-073 2. Concentra Agreement 25E-2 Agreement with Occupational Health Centers of California, a Medical Corporation January 15, 2019 Page 2 Additionally, as part of effective medical services review program management, the Consultant shall: • Maintain a network of qualified and trained medical providers and medical specialists for necessary exams; • Orient City staff in the legal/medical/risk management and human resources aspects of Consultant services; ■ Communicate directly with applicants to obtain confidential medical information that is needed for clearance for a particular job; ■ Conduct further investigation of medical conditions as identified during these exams; ■ Schedule, coordinate and maintain immunization records for current employees; ■ Provide written reports for each review undertaken for each applicant; ■ Facilitate additional reviews for applicants with medical or physical conditions requiring further testing or submission of additional information; ■ Manage all bill review functions for the medical exams performed by clinics; and, • Provide City staff access to Consultant's tracking system. Four proposals were received and evaluated based on the vendors' qualifications and experience, demonstrated knowledge of a variety of medical services, ability to fulfill scope of work, availability and convenience of services, cost competitiveness and responsiveness to the proposal. Following extensive evaluation of the proposals, the top three occupational health providers were invited to participate in an interview process. The panel was comprised of the Assistant Director of Human Resources, Interim Risk Manager and four Senior Human Resources Analysts. The panel members selected Concentra as the City's occupational health provider. Concentra has been known to deliver convenient and accessible medical services for its clients. They are considered the largest provider of occupational health services in the country. Concentra has over 530 medical centers across the Unites States with four convenient locations in Santa Ana. Concentra Medical Centers has demonstrated the requisite experience the City seeks, and currently provides occupational health services to many large and small employers, including the County of Orange, City of Lynwood, and City of Compton. Approval of this recommended action will allow the City's Human Resources Department to implement a comprehensive medical services review program with Concentra that will streamline and expedite the various medical processes required of our employees (Exhibit 2). STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #7 Team Santa Ana, Objective #5 (Create a culture of innovation and efficiency within the organization), Strategy E (Identify best practices and opportunities for process improvement and automation across City departments in order to provide effective and efficient delivery of City services to the community). 25E-3 25E-4 REQUEST FOR PROPOSALS (RFP) TOB Occupational Medical Services and Review CITY OF SANTA ANA Human Resources Department P.O. Box 1988 20 Civic Center Plaza, M-24 Santa Ana, CA 92702-1988 Tania Knauerhaze Project Manager (714)647-5371 Office (714) 647-6930 Fax tknauerhaze(&santa-ana.org KEY RFP DATES: Issue Date: August 27, 2018 Questions Regarding Proposal Due via E-mail: September 10, 2018 Proposal Due Date: September 26, 2018 Presentation/Interviews: October 1 through October 9, 2018 Projected Award Date: November 21, 2018 During the Proposal period, all questions must be in writing and emailed to tknauerhaze@santa-ana.org, no later than September 10, 2018 at 5:00 p.m. The City will make every effort to respond to questions promptly. In addition, all submitted questions and responses will be consolidated and posted by September 19, 2018. EXHIBIT 1 City of Santa Ana Human Resources Department RFP for Medical Services Review—January 12, 2015 2`8E1-5 NOTICE INVITING PROPOSALS NOTICE IS HEREBY GIVEN that proposals will be received from qualified firms to provide a comprehensive Medical Services Review program for the City of Santa Ana. Responses to the Request for Proposals (RFP) will be accepted until September 26, 2018 at 5:00 p.m. If further information is required, contact Tania Knauerhaze at (714) 647-5371 or via e-mail at tknauerhaze(c)santa-ana.org. All notifications, updates and addenda will be posted on the City's current RFP Bid page at www.santa- ana.orq/finance/vendor registration.aso 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. MAILED, DELIVERED BY HAND, or COURIERED proposals will be accepted as follows: City of Santa Ana Attention: Tania Knauerhaze, Sr. Human Resources Analyst Human Resources Department 5'h Floor, City Hall P.O. Box 1988 20 Civic Center Plaza, M-24 Santa Ana, CA 92702-1988 It is the responsibility of the Proposer to ensure that any proposals submitted shall have sufficient time to be received by the City of Santa Ana prior to the proposal due date and time. Questions regarding this RFP shall be made in writing via e-mail to tknauerhaze(@santa-ana.orq by 5:00 p.m., September 10, 2018. The time actually received in the Human Resources Department, 20 Civic Center Plaza, Santa Ana, CA 92702 Fifth Floor, City Hall, will be the governing time for acceptability of proposals. Late proposals will NOT be considered and will be returned to Proposer unopened. Telegraphic, electronic, and facsimile proposals will NOT be accepted. ONLY SEALED RFP RESPONSES ARE ACCEPTABLE. DO NOT E-MAIL RFP RESPONSES. DO NOT FAX RFP RESPONSES. City of Santa Ana Human Resources Department RFP for Medical Services Review — August 27, 2018 2P6r= 6 CITY OF SANTA ANA — HUMAN RESOURCES DEPARTMENT RFP FOR MEDICAL SERVICES REVIEW TABLE OF CONTENTS I I. INTRODUCTION II. TERM OF CONTRACT/AGREEMENT III. OPTION OF RENEWAL IV. FISCAL NONFUNDING CLAUSE V. SCOPE OF SERVICES VI. GENERAL INFORMATION VII. CONSULTANT RESPONSIBILITIES VIII. IMPLEMENTATIONITRANSITION MEETINGS IX. CITY BUSINESS LICENSE REQUIREMENT X. ADDENDA XI. RULES FOR PROPOSALS XII. E-MAIL COMMUNICATIONS AND INTERPRETATIONS/CLARIFICATIONS XIII. SUBMITTAL INFORMATION AND DEADLINE XIV. SUBMITTAL REQUIREMENTS XV. CONSULTANT SELECTION — PROPOSAL AND EVALUATION XVI. PUBLIC RECORDS XVII. ERRORS AND OMISSIONS XVIII. FILING OF PROTESTS EXHIBIT A — SCOPE OF SERVICES 1. DESCRIPTION AND SCOPE OF SERVICE A. IMPLEMENTATION EXHIBIT B — SAMPLE AGREEMENT EXHIBIT C — PROPOSERS' CERTIFICATION AND PROPOSAL ITEM PRICING EXHIBIT D — PROPOSERS' REFERENCES EXHIBIT E — PROPOSER'S STATEMENT EXHIBIT F — CERTIFICATION OF NONDISCRIMINATION BY CONSULTANT EXHIBIT G — RESPONSIBLE PROPOSER — SUPPLEMENTAL QUESTIONNAIRE EXHIBIT H — NON -COLLUSION AFFIDAVIT EXHIBIT I — SAMPLE ADDITIONAL INSURED ENDORSEMENT City of Santa Ana Human Resources Department RFP for Medical Services Review — August 27, 2018 28E37 INTRODUCTION The City of Santa Ana is issuing this RFP for a Medical Services Review program. The City desires to implement a fully comprehensive and legally -defensible medical services review program as an essential part of the City's objective to provide and maintain a qualified work force. The City of Santa Ana, hereinafter referred to as "the City', is located in the County of Orange in Southern California. The City land area is 27.2 square miles and the population is approximately 334,000 people. The City employs approximately 1,000 full-time and 500 part-time employees in a wide variety of professions. City employees work within the following 10 departments: City Attorney, City Manager, Clerk of the Council, Community Development, Finance, Planning and Building, Parks and Recreation, Human Resources, Public Works, and Police. The City is soliciting proposals from qualified medical services review providers (`Proposers" or "Consultants") having special skill, knowledge and expertise in the field of impartial medical evaluations to: ➢ effectively coordinate, schedule and evaluate the results of a variety of medical examinations including: • pre-employment medical examinations and screenings; • post -exposure medical examinations and screenings; • fitness for duty examinations; • Department of Motor Vehicles (DMV) Commercial Classification Driver's License physical examinations; • certain Department of Transportation (DOT) -related drug and alcohol examinations and screenings; and • California OSHA (Occupational Safety and Health Act) occupational testing such as periodic evaluation of respiratory, audio, and chest functions, as well as Hepatitis vaccinations and boosters, as needed. ➢ objectively discern if potential applicants or current employees are able to perform the essential functions of the jobs for which they are being considered; and ➢ objectively discern if current employees are medically fit to return to their regular essential functions following events such as serious injuries, exposure, or long-term illnesses. The full Scope of Services is outlined in Exhibit A. Consultant will ensure clinics and laboratories used are qualified to perform DOT and non -DOT urine collection and breathalyzer testing, laboratory analysis and Medical Review Officer (MRO) responsibilities. The proposal shall be concise, to the point, and sufficient enough to coverall required submittals and exclude any extraneous materials. A cover letter shall summarize key factors and guarantee that key personnel will be committed to performing the required tasks throughout the duration of the contract. for Medical Services Review — August 27, 2018 f 8 II. TERM OF AGREEMENT Unless earlier terminated as allowed for in the Agreement, contract term shall be for a period of three (3) years. The contract term is anticipated to commence on November 21, 2018 contingent upon City Council award of this contract and upon receipt and approval of all required bonds and relevant iinsurance documents. III. OPTION OF RENEWAL The Agreement may be renewed up to two (2) times,ifor an additional one-year period each time, lupon the written agreement of both the Consultant and the City. Provisions for Agreement renewal are set forth in Exhibit B — Sample Agreement. IV. 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 agreement on the last day of the current fiscal period without penalty or expense to the City. V. SCOPE OF SERVICES The scope of services shall include any and all work efforts related to medical services review as set forth in Exhibit A — Scope of Services. Consultant shall be an independent contractor capable of providing experienced, knowledgeable, licensed and professional staff. Consultant shall be responsive and maintain excellent working relationships with City residents, businesses, government officials and City staff. Consultant shall provide adequate staffing levels at all times and adhere to established schedules. Consultant shall comply with all federal, state and local laws, rules, regulations, ordinances, and statutes, including but not limited to the Americans with Disabilities Act (ADA), the Health Insurance Portability and Accountability Act (HIPAA), the Federal Motor Carrier Safety Administration (FMCSA) rules and regulations, the U.S. Department of Transportation (DOT) rules and regulations, and the California Public Records Act (Cal. Govt. Code Sections 6250 et seq.). VI. GENERAL INFORMATION A. When determined appropriate, the City will provide information in its possession relevant to preparation of required information in the Request for Proposal. The City will provide only the staff assistance and documentation specifically referred to herein. B. The Proposer shall be responsible for retaining data, records and documentation for the preparation of the required information. These materials shall be made available to the City as requested by the City. C. This RFP does not commit the City to pay costs incurred in preparation of a response to this RFP. All costs incurred in the preparation of the proposal, the submission of additional information, attendance at pre -proposal conference, negotiations with City, and/or any other aspect of a proposal prior to award of a written contract will be borne by the Proposer. 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 informality or technical defect in the proposal. for Medical Services Review — August 27, 2018 ZW 9 D. Nothing contained in this RFP shall create any contractual relationship between the Proposer and the City. E. 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 information shall be maintained confidential, to the extent allowed under the California Public Records Act. F. 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 subcontractor(s). Subcontractors shall be the responsibility of the prime contractor and the City shall assume no liability of such subcontractors. VII. CONSULTANT RESPONSIBILITIES The selected Proposer will assume responsibilities for all services in its proposal. The selected Proposer shall identify a sole point of contact with the greatest knowledge in regard to the required service operations and contractual matters, including payment of any and all charges resulting from the Agreement. VIII. IMPLEMENTATION/TRANSITION 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, training and scheduling. IX. CITY BUSINESS LICENSE REQUIREMENT 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. X. ADDENDA Any subsequent changes in RFP from the date of preparation to date of submittal will result in an addendum or amendment by the issuing office. Notification of such addendum or amendment shall be effected by posting on City's website, as set forth in the Notice Inviting Proposals (see page two [2] of this RFP). XI. RULES FOR PROPOSALS The signer of the RFP must declare in writing that the only person, persons, company, or parties interested in the proposal as principals are named therein; that the proposal is made without collusion with any other person, persons, company, or parties submitting a proposal; that it is in all respects fair and in good faith without collusion or fraud, and that the signer of the proposal has full authority to bind the Proposer. Refer to Exhibit H — Non Collusion Affidavit. XII. E-MAIL COMMUNICATIONS AND INTERPRETATIONS/CLARIFICATIONS To facilitate the RFP process, Proposers are required to monitor the City's Bid and RFP page at www.santa-ana.org/finance/vendor registration. asp No oral interpretations will be made by the City to any Proposer as to the meaning of requirements identified herein, including the Scope of Services and Terms and Conditions. Every request for such an interpretation must be made in writing via a - ( of Santa Ana Human Resources Department for Medical Services Review—August 27, 2018 2610 mail to the projects manager no fewer than five (5) calendar days prior to the proposal due date. Significant interpretations or clarification will be made by an addendum to this RFP, which will be posted to the website. Addenda may become part of the agreement documents. XIII. SUBMITTAL INFORMATION AND DEADLINE Proposals are due tb the City of Santa Ana, at the date, time, and location set forth on the Notice Inviting Proposals. Faxed and e-mail proposals will not be accepted. XIV. SUBMITTAL REQUIREMENTS i The RFP is intended to assess and evaluate each firm's capabilities as they apply to the proposed services. Submittal of Proposal A. Four (4) hard .copies of the response to the RFP shall be signed by a company official with the power to bind the company. B. One (1) copy of the submittal on a USB flash drive or equivalent. C. Proposals should be structured to include the Scope of Services response, general time implementation schedule, fees/contract price, and exhibits. All Proposers must address each of the following items in their response to the RFP: A. Statement of Qualifications In order to maintain uniformity, the Statement of Qualifications must be limited to a MAXIMUM OF TWENTY (20) PAGES (excluding front and back covers, section dividers and exhibits). The page limitation includes all appendices, attachments, and supplemental information. The following information is required: Cover Letter Provide a letter signed by a principal or authorized representative who can make legally binding commitments for the entity. Organization and Credentials The name, address and telephone number of the person to whom correspondence should be directed and who has authority to negotiate on behalf of the firm. Provide a synopsis of the consultant's qualifications and past experience in medical services review programs. Proiect Approach Provide an outline expressing the Consultant's understanding of the project and summarizing the basic approach to providing medical services review. Additionally, outline how Consultant meets the requirements of a DOT -compliant testing program. ImplementationMork Plan Provide a detailed description of how your organization intends to provide the services outlined in this RFP. The descriptions should be formatted to enable the City to evaluate the Consultant's capability to effectively coordinate and manage medical services review. Consultant is free to comment on any other medical services review -related activities or initiatives your organization would recommend and assist in implementing. City of Santa Ana Human Resources Department RFP for Medical Services Review—August 27, 2018 20GE-e-711 Proposal should include general information on procedures followed regarding notification to City for all medical services provided. Proposal should include information on Consultant's recordkeeping protocols. Experience of Proposer Describe and provide examples of a minimum of 3 similar medical services review programs you have managed for agencies similar in size to the City oflSanta Ana. Experience pertaining to public agencies is preferred. Staffing Proposer shall identify their Project Manager assigned to thle project, who shall be committed to this project for a minimum of one (1) full year. Proposer shall also identify other key personnel, their qualifications, education, representative experience, and their capability to explore and resolve problems. Proposer shall provide their availability for site meetings and local training. Include the name of the employee/agent/associate in charge of the medical services review program when project manager is unavailable. Please provide an organization chart identifying those personnel who will perform services for this project. Once the agreement is executed, key members of the Proposer's staff shall not be substituted without the prior written approval of the City of Santa Ana. Sub -consultants The Consultant shall identify any sub -consultants it intends to employ in relation to this agreement. The Consultant shall identify sub -consultants' qualifications and key personnel. The Consultant shall be held responsible for any and all work performed by the Consultant's sub-consultant(s). List the estimated percentage of work each sub -consultant will perform for each of the tasks. Physicians and Clinics Used by Consultant Consultant shall ensure all physicians, clinics and other medical facilities used by Consultant possess and maintain all appropriate licenses and insurance as specified by the City. Consultant shall ensure all physicians, laboratory technicians, collectors, clinics and other medical facilities and staff used in conjunction with DOT -related drug and alcohol testing follow and are in compliance with DOT testing procedures as per 49 CFR, Part 40. B. EXHIBIT C — PROPOSERS FEE STATEMENT AND PROPOSAL ITEM PRICING The proposal shall include a fee schedule for the services to be performed, which shall be based on the Consultant's best pricing. C. EXHIBIT D — REFERENCES The proposal shall include a list of agencies, past and present, for which you have provided work similar to that identified in the Scope of Services (Exhibit A) for the last three (3) years. D. EXHIBIT E — PROPOSER'S STATEMENT The Proposer shall submit a signed statement that 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. Proposer shall acknowledge that 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. i of Santa Ana Human Resources Department for Medical Services Review—August 27, 2018 2-8 12 E. EXHIBIT F — CERTIFICATION OF NONDISCRIMINATION BY PROPOSER The Proposer shall submit a statement that it does not discriminate in its employment actions or services rendered, as per California and Federal law. F. EXHIBIT G — RESPONSIBLE PROPOSER — SUPPLtMtN IAL Wit, The Proposer'shall submit a detailed SAF with all questions answered. . G. EXHIBIT H — NONCOLLUSION AFFIDAVIT i The Proposer shall submit a statement whereby Proposer declares .that the proposal is not made in the interest of, or on behalf of, any undisclosed person,j partnership, company, association, organization, or corporation; and that the proposal is genuine and not collusive or sham. H. EXHIBIT I — Proposer shall submit an additional insured endorsement as per Exhibit I. i The proposal must be completely responsive to the RFP. Any exceptions to the requirements of this RFP must be included in the proposal. Such exceptions must be included as a separate element of the proposal entitled "Exceptions and Deviations." The Executive Director of Human Resources, in his sole and absolute discretion, may authorize or deny any exceptions. J. The City reserves the right to reject any or all proposals submitted and no representation is made hereby that any contract will be awarded pursuant to this RFP or otherwise. The City reserves the right to waive minor inconsistencies in submitted Proposals. XV. CONSULTANT SELECTION — PROPOSAL AND EVALUATION Proposal should be straightforward, concise and provide "layman" explanations of technical terms that are used. Emphasis should be concentrated on conforming to the RFP instructions, responding to the RFP requirements, and on providing a complete and clear description of the offer. Proposals which appear unrealistic in terms of technical commitments, lack of technical competence or are indicative of failure to comprehend the complexity and risk of this agreement may be rejected. The response to this RFP for Medical Services Review program should contain documentation of consultants and/or consultant's Department's credentials and expertise. Substantial consideration will be given to Consultants with demonstrable and documented experience in similar work. Responses will be evaluated on the following basis: 25% Qualifications and Experience 25% Understanding of Scope of Work 25% Demonstrated Knowledge of Medical Services Review program management 10% Cost competitiveness 10% Staff Availability 5% Responsiveness of the Proposing Firms and Fee Schedules The responses received will be reviewed by an evaluation committee appointed by the Executive f of Santa Ana Human Resources Department for Medical Services Review — August 27, 2018 26E=l 3 Director of the Human Resources Department. All proposals received will be fully reviewed and rated by the Evaluation Committee. The committee will evaluate proposals based on the response to the RFP and the evaluation criteria set forth above. A final score will be calculated for each submitted proposal and used to rank the Proposers. The committee may interview the top tier of Proposers and recommend award of the agreement to the Proposer who will provide the best quality service at minimum cost to the City. The City reserves the right to negotiate pricing and for additional terms. City reserves the right to begin negotiations and enter into an agreement without interview or further discussions. XVI. PUBLIC RECORDS Proposals will become public record after award of an agreement. Proposer information identified as proprietary information shall be maintained confidential, to the extent allowed under the California Public Records Act. XVII. ERRORS AND OMISSIONS Proposer shall not be allowed to take advantage of any errors in or omissions from the Request for Proposals. Full instructions shall be given if any such error or omission is discovered and timely called to the attention of the City. XVIII. FILING OF PROTESTS Proposers may file a bid "protest" with the City's Purchasing Department. In order for a Proposer's protest to be considered valid, the protest must: A. Be filed in writing within five (5) business days after the proposal issue date or before 5:00 p.m. of the 51' business day following the posting of Laid Results/Notice of Intent to Award Contract on the City's website; B. Clearly identify the specific irregularity or accusation; C. Clearly identify the specific City staff determination or recommendation being protested; D. Specify, in detail, the grounds of the protest and the facts supporting the protest; and E. Include all relevant, supporting documentation with the protest at time of filing. If the protest does not comply with each of these requirements, it will be rejected as invalid. If the protest is valid, the City's Purchasing Manager, or other designated City staff member, shall review the basis of the protest and all relevant information. The Purchasing Manager will provide a written decision to the protestor within fourteen (14) calendar days. City of Santa Ana Human Resources Department RFP for Medical Services Review — August 27, 2018 2tr'4 4 EXHIBIT A CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR MEDICAL SERVICES REVIEW PROGRAM SCOP OF SERVICES DESCRIPTION AND SCOPE OF SERVICES j The City of Santa Ana.is issuing this Request for Proposals (RFP) for a medical services review program; such program to include organizing, scheduling, managing, and/or evaluating a comprehensive range of medical services and examinations, including but not limited to: a) For prospective and current City employees to perform the duties of the position for which they are being considered (pre-employment assessments), using pre -determined medical protocols for each job classification such protocols may be modified by the physician, in consultation with the City's Executive Director of the Human Resources Department, or his/her designee, as is necessary to make a determination as to suitability for employment; b) For current City employees being considered for employment in Department of Transportation (DOT) and non -DOT positions requiring pre -placement or pre -assignment drug screens; c) Fitness for Duty examinations (industrial and non -industrial), and provide reports and recommendations regarding the suitability of current employees to continue to perform their duties; d) Urine and breath specimen collection, laboratory analysis and Medical Review Officer (MRO) responsibilities; e) Department of Motor Vehicles (DMV) Driver's License physical examinations; f) DOT -mandated drug and alcohol testing of employees considered 'safety sensitive' as defined under DOT regulations and City policy. Consultant shall ensure all such testing complies with DOT testing procedures as per 49 CFR, Part 40; such testing to include pre-employment and pre -assignment. City shall be responsible for the organization, scheduling, and management of DOT and non -DOT random and reasonable suspicion drug and alcohol testing, and DOT post -accident drug and alcohol testing. Consultant shall evaluate results of said testing, in accordance with the provisions of the Agreement and relevant laws and regulations. Consultant shall ensure clinic(s) used for DOT -related drug and alcohol testing maintains a current valid contract with a Substance Abuse and Mental Health Services Administration (SAMSHA)-certified laboratory that is agreed upon with the City of Santa Executive Director of Human Resources. Consultant shall ensure turn -around time from specimen collection to obtained test results shall be a maximum of three (3) working days for a negative test, and a maximum of five (5) working days for a positive test. As part of the medical services review program, Consultant shall: 1) Analyze current job classification specifications and make recommendations for the City's use in the pre- employment medical examination and drug testing process, random drug screen inclusion for safety sensitive positions inclusive of DOJ regulations, and occupational injury medical examination for return- to-work/fitness for duty. 2) Provide training to Human Resources personnel in administration procedures of Consultant's medical services review process. 3) Communicate with City Human Resources staff regarding applicants' or employees' progress throughout the medical services review process. 4) Communicate directly with applicants and City Human Resources staff throughout the pre-employment or pre -assignment process in regard to results and medical conditions as ascertained through the medical or physical examinations. 5) Provide an electronic final report in a format established by City Human Resources staff at its sole City of Santa Ana Human Resources Department RFP for Medical Services Review — August 27, 2018 25&'15 discretion, outlining each candidate's pre-employment placement medical evaluation and results. a. Submit an example of a current report that your organization utilizes. 6) Provide quarterly electronic activity reports, in a format established by Human Resources in its sole discretion, on the nature and number of examinations conducted, including but not limited to results and final dispositions. 7) Provide a detailed quarterly explanation and summary of charges incurred. 8) Provide all quarterly and annual summaries as required under the DOT; 9) Provide consultation as needed to, Human Resources staff regarding medical services provided and outlined in the Agreement. 10) Consultant solely shall review all I pre-employment/pre-placement medical evaluation services and maintain records, pursuant to the Agreement, in accordance with State and Federal laws, or as otherwise reasonably required by the City, and to the fullest extent permitted by law. 11) Consultant agrees to permit duly -authorized agents and employees of the City to review such records. 12) Consultant shall maintain all books, documents, papers, accounting records, and other evidence pertaining to the fee paid under this Agreement. Consultant will make materials available at their offices at reasonable times and notice, during the period of the Agreement and for three (3) years after date of final payment under the Agreement for inspection by the City or by any other governmental entity or Department participating in the funding of the Agreement, or any authorized agents thereof: 13) Consultant's documents shall not be used, duplicated, or disclosed to any other third party without written permission, unless such disclosure is required by law. Consultant shall not be required to create or maintain books and records not required in the ordinary course of Consultant's business operations, nor will the Consultant be required to disclose any information, including but not limited to product cost or pricing data, which Consultant considers confidential or proprietary. 14)Any Agreement changes which are mutually agreed upon by and between the parties shall be incorporated in written amendments to the Agreement. 15) If the circumstances on a particular hearing and/or court proceeding warrant the presence of a competent and knowledgeable representative of the Consultant, in the sole discretion of the City, City will request and contractor shall provide such representative, at no additional cost to City. Additionally, as part of the medical services review program, Consultant shall: o Maintain a network of qualified and trained medical providers and medical specialists for necessary exams; o Orient City staff in the legal/medical/risk management and human resources aspects of Consultant services; o Communicate directly with applicants to obtain the confidential medical information that is needed for clearance for a particular job; o Manage all bill review functions for the medical exams performed by clinics; and, o Provide access for City staff to Consultant's tracking system. Depending on job classification, pre-employment and pre -assignment medical examination processes may include; job profile review; review of medical history; check vital signs; detailed vision exam, including check of near/far/peripheral vision, Ishihara 14 and primary color; audiogram (if classification has specific occupational noise exposure or critical hearing demands); chest x-ray; EKG or treadmill stress EKG; Spirometry; chem panel 20; CBC w/diff; dipstick UA, or UA w/Micro (to lab); venipuncture & collection. Individual medical exams, such as post exposure, fit for duty, or others, may include one or more of the following: o Audiogram o Back X-ray o Blood Lead Level ZZP o Blood screens — 7 panel drug screen City of Santa Ana Human Resources Department RFP for Medical Services Review—August 27, 2018 2tr=1-'16 A. o Blood chemistry profile (SMA 24 or equivalent) o Complete blood count (CBC w/diff) o Chest X-ray o DMV Physicals o Electrocardiogram o Hepatitis "A" blood screen i o Hepatitis "B" blood screen o Hepatitis "B" booster j o Hepatitis "B" titer o Hepatitis "B" Vaccine o Hepatitis "A" Vaccine i o Hepatitis "C" blood screen o HIV blood screen o Pulmonary function test o Respirator Fit test o Respirator Physical o Respirator Questionnaire if PX is not required with;clearance o TB test o Urinalysis: Urinalysis with microscopy (UA w/micro) Urinalysis with dipstick (Dipstick UA) IMPLEMENTATION Upon award of the contract/agreement, City shall work with Consultant to develop effective implementation protocols to ensure contract implementation shall commence on November 21, 2018. for Medical Services Review—August 27, 2018 2REA 7 EXHIBIT B CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR MEDICAL SERVICES REVIEW PROGRAM SAMPLE AGREEMENT THIS AGREEMENT, made and entered into this day of 2018 by and between NAME, a professional corporation (hereinafter "Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City"). 1 1 RECITALS A. The City desires to retain a medical consultant having special skill, knowledge and expertise in the field of medical services to provide a fully comprehensive and legally -defensible medical services review program as an essential part of the City's objective to provide and maintain a qualified work force. 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: SCOPE OF SERVICES Consultant shall organize, schedule, manage, and/or evaluate a comprehensive range of medical services and examinations, including but not limited to: A. For prospective and current City employees to perform the duties of the position for which they are being considered (pre-employment assessments), using pre -determined medical protocols for each job classification; such protocols may be modified by the physician, in consultation with the City's Executive Director of the Human Resources Department, or his/her designee, as is necessary to make a determination as to suitability for employment; B. For current City employees being considered for employment in Department of Transportation (DOT) and non -DOT positions requiring pre -placement or pre -assignment drug screens; C. Return -to -work and Fitness for Duty examinations (industrial and non -industrial), and provide reports and recommendations regarding the suitability of current employees to continue to perform their duties; D. Urine and breath specimen collection, appropriate chain of custody protocol, laboratory analysis and Medical Review Officer (MRO) responsibilities; E. Department of Motor Vehicles (DMV) Commercial Classification Driver's License physical examinations; F. DOT -mandated drug and alcohol testing of employees considered 'safety sensitive' as defined under DOT regulations and City policy. Consultant shall ensure all such testing complies with DOT testing procedures as per 49 CFR, Part 40; such testing to include pre-employment, pre -assignment and random screening. City shall be responsible for the organization, scheduling, and management of DOT and non -DOT "reasonable City of Santa Ana Human Resources Department RFP for Medical Services Review—August 27, 2018 2'8E118 suspicion" drug and alcohol testing, and DOT "random" and "post -accident" drug and alcohol testing. Consultant shall facilitate evaluation of the results of said testing by qualified personnel, in accordance with the provisions of the Agreement and relevant laws and regulations. Consultant shall ensure clinics used for DOT -related drug and alcohol testing maintain a current valid contract with a Substance Abuse and Mental Health Services Administration (SAMSHA)-certified laboratory. Consultant shall ensure turn -around time from specimen collection to obtained test results shall be a maximum of three (3) working days for a negative test, and a maximum of five (5) working days for a positive test. As part of the medical services review program, Consultant shall: 1) Analyze current job, classification specifications and make recommendations for the City's use in the medical examination and drug testing process. 2) Provide training to Human Resources personnel in administration procedures of Consultant's medical services review process. 3) Communicate with City Human Resources staff regarding applicants' or employees' progress throughout the medical services review process. 4) Communicate directly with applicants and City Human Resources staff throughout the pre- employment or pre -assignment process regarding results and medical conditions as ascertained through the medical or physical examinations. 5) Provide an electroriic final report in a format established by City Human Resources staff at its sole discretion, outlining' each candidate's pre-employment placement medical evaluation and results. 6) Provide quarterly electronic activity reports, in a format established by Human Resources in its sole discretion, on the nature and number of examinations conducted, including but not limited to results and final dispositions. 7) Provide a detailed quarterly explanation and summary of charges incurred. 8) Provide all quarterly and annual summaries as required under the DOT; 9) Provide consultation as needed to Human Resources staff regarding medical services provided and outlined in the Agreement. 10) Consultant solely shall review all pre-employment/pre-placement medical evaluation services and maintain records, pursuant to the Agreement, in accordance with State and Federal laws, or as otherwise reasonably required by the City, and to the fullest extent permitted by law. 11) Consultant agrees to permit duly -authorized agents and employees of the City to review such records. 12) Consultant shall maintain all books, documents, papers, accounting records, and other evidence pertaining to the fees paid under this Agreement. Consultant will make materials available at their offices at reasonable times and notice, during the period of the Agreement and for three (3) years after date of final payment under the Agreement for inspection by the City or by any other governmental entity or Department participating in the funding of the Agreement, or any authorized agents thereof. 13) Consultant's documents shall not be used, duplicated, or disclosed to any other third party without written permission, unless such disclosure is required by law. Consultant shall not be required to create or maintain books and records not required in the ordinary course of Consultant's business operations, nor will the Consultant be required to disclose any information, including but not limited to product cost or pricing data, which Consultant considers confidential or proprietary. 14)Any Agreement changes which are mutually agreed upon by and between the parties shall be incorporated in written amendments to the Agreement. 15) If the circumstances on a particular hearing and/or court proceeding warrant the presence of a competent and knowledgeable representative of the Consultant, in the sole discretion of the City, City will request and contractor shall provide such representative, at no additional cost to City. Additionally, as part of the medical services review program, Consultant shall: o Maintain a network of qualified and trained medical providers and medical specialists for necessary exams; City of Santa Ana Human Resources Department RFP for Medical Services Review — August 27, 2018 29-9 o Orient City staff in the legal/medical/risk management and human resources aspects of Consultant services; o Communicate directly with applicants to obtain the confidential medical information that is needed for clearance for a particular job; o Manage all bill review functions for the medical exams performed by clinics; and, o Provide access for City staff to Consultant's tracking system Depending on job classification, pre-employment and pre -assignment medical examination processes may include: job profile review; review of medical history; check vital signs; detailed vision exam, including check of near/far/peripheral vision, Ishihara 14 and primary color; audiogram (if classification has specific occupational noise exposure or critical hearing demands); chest x-ray; EKG or treadmill stress EKG; Spirometry; chem panel 20; CBC w/diff; dipstick UA, or UA w/Micro (to lab); venipuncture & collection. Individual medical exams, such as post exposure, fit for duty, or other examinations, as needed, may include one or,more of the following: o Audiogram o Back X-ray o Blood Lead Level ZZP o Blood screens — 7 panel drug screen o Blood screens — 9 panel drug screen o Blood chemistry profile (SMA 24 or equivalent) o Complete blood count (CBC w/diff) o Chest X-ray o DMV Physicals o Electrocardiogram o Hepatitis "A" blood screen o Hepatitis "B" blood screen o Hepatitis "B" booster o Hepatitis "B" titer o Hepatitis "B" Vaccine o Hepatitis "A" Vaccine o Hepatitis "C" blood screen o HIV blood screen o Pulmonary function test o Respirator Fit test o Respirator Physical o Respirator Questionnaire if PX is not required with clearance o TB test o Urinalysis: • Urinalysis with microscopy (UA w/micro) • Urinalysis with dipstick (Dipstick UA) 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates and charges identified in Exhibit A, attached hereto and incorporated by this reference. The total annual sum to be expended under this Agreement is not anticipated to exceed $25,000.00. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. City of Santa Ana Human Resources Department RFP for Medical Services ieReview —August 27, 2018 Ar. 0 3. TERM This Agreement shall commence on November 21, 2018 and terminate on November 20, 2021, unless terminated earlier in accordance with Section 12, below. The term of this Agreement may be extended upon a writing executed by the Executive Director of the Human Resources Department and !the City Attorney. i The Agreement may be renewed up to two (2) times, for an additional one-year period each time upon a writing executed by the City Manager, or his/her designee, and the City Attorney, or his/her designee. I 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer- employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which ;Consultant performs the services which are the subject; matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment'insurance and similar taxes relating to employees and 'shall be responsible for all applicable withholding taxes. 5. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. i. Consultant shall maintain commercial general liability insurance naming the City, its officers, agents, volunteers, and employees as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. ii. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence. Consultant shall supply City with a fully executed additional insured endorsement in substantially the form attached hereto as Exhibit B upon execution of this Agreement and shall be approved in form by the City Attorney. b. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. C. Errors and Omissions. Consultant shall maintain professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim. d. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: City of Santa Ana Human Resources Department RFP for Medical Services Review—August 27, 2018 29E=2 1 i. Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. ii. Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved in form by the City Attorney. iii. Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. I I e. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force i and paid for, the City shall have they right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 6. INDEMNIFICATION Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives 'from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including health, and claims for property damage, which may arise from the direct or indirect operations of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, 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. 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. CONFIDENTIALITY Consultant shall conform to all HIPAA requirements regarding examinations performed by Consultants. 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. 8. CONFLICT OF INTEREST CLAUSE of Santa Ana Human Resources Department for Medical Services Review—August 27, 2018 Arz1-12 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. 9. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shallj be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certifies] 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 Council City of Santa Ana 20 Civic Center Plaza, M-30 P.O. Box 1988 Santa Ana, CA 92702-1988 [Fax]: (714) 647-6956 i With courtesy copies to: Executive Director of the Human Resources Department City of Santa Ana 20 Civic Center Plaza, M-24 P.O. Box 1988 Santa Ana, CA 92701-1988 [Fax]: (714) 647-6930 and, City Attorney City of Santa Ana 20 Civic Center Plaza, M-29 P.O. Box 1988 Santa Ana, California 92702 [Fax]: (714) 647-6515 To Consultant CONSULTANT NAME ADDRESS CITY, STATE, ZIP CODE [Fax]: (714) A party may change its address by giving notice in writing to the other party. Thereafter, any notice, tender, demand, delivery, or other communication shall be addressed and transmitted to the new address. If sent by mail, any notice, tender, demand, delivery, or other communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed asset forth above. If sent by fax, any notice, tender, demand, delivery, or other communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 10. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and City of Santa Ana Human Resources Department RFP for Medical Services Review—August 27, 2018 2-23 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, that terms and conditions hereof, shall not bind or obligate Consultant nor 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 lbehalf of any party, which are not embodied herein. I 11. 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. , 12. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 13. DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex (including gender identity and gender expression), marital status, sexual orientation and genetic characteristics (including genetic tests of the individual or the individual's family, and manifestation of a disease or disorder in the individual's family members, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 14. JURISDICTION - VENUE This Agreement and all questions relating to its validity, interpretation, performance, and enforcement shall be government and construed in accordance with the laws of the State of California. 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. 15. PROFESSIONAL LICENSES / or Santa Ana Human Kesources uepartment for Medical Services Review—August 27, 2018 216x= qt4 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 her inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. j 16. 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: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: 0 SONIA R. CARVALHO City Attorney DED FOR APPROVAL: Steven V. Pham Executive Director— Human Resources Department CITY OF SANTA ANA RAUL GODINEZ II City Manager CONSULTANT CONSULTANT NAME Consultant's Title Individual SS # City of Santa Ana Human Resources Department RFP for Medical Services Review — August 27, 2018 2225 EXHIBIT C CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR MEDICAL SERVICES REVIEW PROGRAM PROPOSERS CERTIFICATION and PROPOSAL ITEM 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 A) and am familiar with the scope of work locations. I am familiar withiall the existing conditions and limitation that may impact work requests. I understand and agree that I am responsible for reporting any errors, omissions or discrepancies to the City for clarification prior to the submission of my proposal. Proposal Item Price - Pricing shall be based on the services performed, for services described in Exhibit A. Fee must be inclusive of all costs, including but not limited to, direct and indirect costs for labor, overhead, incidental supplies, travel, mileage, and fuel. Attach additional pages as needed. ESTIMATED COST PER ESTIMATED. TYPE OF MEDICAL PROCEDURE # OF TESTS TEST TOTAL COST LEGAL NAME OF COMPANY PHONE AND FAX NUMBERS BUSINESS ADDRESS PRINTED NAME OF AUTHORIZED AGENT SIGNATURE OF AUTHORIZED AGENT FEDERAL ID NUMBER (IF APPLICABLE) DATE TITLE E-MAIL ADDRESS 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. for Medical Services Review—August 27, 2018 2P tt6 EXHIBIT D CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR MEDICAL SERVICES REVIEW PROGRAM 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 Address: Contract Amount: Description of supplies, equipment, or services provided: Reference Customer Address: Contact Individual: Phone Number: Facsimile Number: Year: Contact Individual: Phone Number: Facsimile Number: Contract Amount: Year: Description of supplies, equipment, or services provided: Reference Customer Address: Contract Amount: Description of supplies, equipment, or services provided: Contact Individual: Phone Number: Facsimile Number: Year: THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. City of Santa Ana Human Resources Department RFP for Medical ServiccessReview— August 27, 2018 267227 EXHIBIT E CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR MEDICAL SERVICES REVIEW PROGRAM 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 of Santa Ana Human Resources Department RFP for Medical Services Review — August 27, 2018 2612-E '18 EXHIBIT F CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR MEDICAL SERVICES REVIEW PROGRAM I CERTIFICATION OF NONDISCRIMINATION BY CONSULTANT The undersigned Consultant or corporate officer, during the performance of this contract, certifies as follows 1. Consultant shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. 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. 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. Consultant shall state that, in all solicitations or advertisements for employees placed by or on behalf of Consultant, all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. 3. Consultant shall 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 Consultant's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4. 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. 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 Department and the Secretary of Labor for purposes of investigation, to ascertain compliance with such rules, regulations, and orders. 6. In the event of Consultant's noncompliance 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 Consultant may be declared ineligible for further government contracts or federally assisted construction/services 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, regulations, or order of the Secretary of Labor, or as otherwise provided by law. 7. Consultant shall include the portion of the sentence immediately preceding paragraph 1 and the provisions of paragraphs 1 through 7 in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontract or purchase order as the administering Department may direct as means of enforcing such provisions, including sanctions for noncompliance; provided, however, that in the event Consultant becomes involved in, or is threatened with, litigation by a sub Consultant or vendor as a result of such direction by the administering Department, Consultant may request that the United States enter into such litigation to protect the interests of the United States. City of Santa Ana Human Resources Department RFP for Medical Services Review — August 27, 2018 219 8. Pursuant to California Labor Code Section 1735, as added by Chapter 643 Stats. 1039, and as amended, no discrimination shall be made in the employment of persons 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 violating this section is subject to all the penalties imposed for a violation of the chapter. i Firm Signed and Printed Title Date THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. City of Santa Ana Human Resources Department RFP for Medical Services Review — August 27, 2018 Arz vi30 2. EXHIBIT G CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR MEDICAL SERVICES REVIEW PROGRAM I RESPONSIBLE PROPOSER — SUPPLEMENTAL QUESTIONNAIRE How many years has your organization been in business in California under your present business If you performed same business under a different business name with same ownership and operation management and changed name due to, but not limited to, bankruptcy, loss, or license, please complete an additional and separate questionnaire. Is your firm currently the debtor in a bankruptcy case? ❑Yes ❑No i If "yes," indicate the case number, bankruptcy court, and the date on which the petition was filed. Case Number Bankruptcy Court Date Filed 3. Was your firm in bankruptcy any time during the last five years? (This question refers only to a bankruptcy action that was not described in answer to Question 2, above.) ❑Yes [:]No If "yes," indicate the case number, bankruptcy court, and the date on which the petition was filed. Case Number Bankruptcy Court Date Filed 4. Has any California State License Board license held by your firm or its responsiblemanaging employee or responsible managing officer been suspended within the last five years? ❑Yes ❑No 5. At any time in the last five years, has your firm been assessed and paid liquidated damages after completion of a medical services review program contract with either a public or private owner? Dyes ❑No Has your firm ever defaulted on a contract? ❑ Yes ❑ No If "yes, " explain on a separate page. 8. In the last five years has your firm, or any firm with which any of your company's owners, officers or partners was associated, been debarred, disqualified, removed, or otherwise prevented from bidding on, or completing, any government Department project for any reason? ❑ Yes ❑ No If "yes, " explain on a separate page. State the name of the organization debarred, the year of the event, the owner of the project, and the basis for the action. EXHIBIT G "RESPONSIBLE PROPOSER SAP' CONTINUES ON NEXT PAGE City of Santa Ana Human Resources Department RFP for Medical Services Review—August 27, 2018 26T231 9. In the past five years, has any claim against your firm concerning your firm's work on a medical services review program, been filed in court or arbitration? ❑ Yes ❑ No if "yes," on a separate page identify the claim(s) by providing the project name, date of the claim, name of the claimant, the name of the entity the claim was filed against, a brief description of the nature of the claim, the court and case number, and a brief description of the status of the claim (pending or, if resolved, a brief description of the resolution.) 10. In the past five years, has your firm made any claim against a government Department concerning services provided, and filed that claim in court or arbitration? ❑ Yes ❑ No If `yes,"on a separate page identify the claim(s) by providing the project name, date of the claim, name of the claimant, the name of the entity the claim was filed against, a brief description of the nature of the claim, the court and case number, and a brief description of the status of the claim (pending or, if resolved, a brief description of the resolution.) 11. At any time during the past five years, has any surety company made any payments on your firm's behalf as a result of a default, to satisfy any claims made against a performance or payment bond issued on your firm's behalf in connection with a project, either public or private? ❑ Yes ❑ No 12. In the last five years, has any insurance carrier, for any form of insurance, refused to renew the insurance policy for your firm? ❑ Yes ❑ No 13. Has your firm or any of its owners, officers, or partners ever been liable in a civil suit, or found guilty in a criminal action, for making any false claim or material misrepresentation to any public Department or entity? ❑ Yes ❑ No 14. Has your firm or any of its owners, officers or partners ever been convicted of a federal or state crime of fraud, theft, or any other act of dishonesty? ❑Yes ❑No If "yes," identify on a separate page, the person or persons convicted, the court case and number, the crimes and the year convicted. 15. During the last five years, has your firm ever been denied bond credit by a surety company, or has there ever been a period of time when your firm had no surety bond in place during a project when one was required? ❑ Yes ❑ No THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. i�:cirf��❑ of Santa Ana Human Resources Department for Medical Services Review—August 27, 2018 2tr=E32 CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR MEDICAL SERVICES REVIEW PROGRAM NON -COLLUSION AFFIDAVIT NON -CO II LUSION 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. State of California, County 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. EXHIBIT I City of Santa Ana Human Resources Department RFP for Medical Services Review—August 27, 2018 26E -2S3 CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR MEDICAL SERVICES REVIEW PROGRAM SAMPLE ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY POLICY Insurance Compainy This endorsement modifies such insurance as is afforded by the provisions of Policy # relating to the following: The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701; its officers, employees, agents, volunteers and representatives are named as additional insureds ("additional insureds") with regard to liability and -defense of suits arising from the operations and uses performed by or on behalf of the named insured. 2. With respect to claims arising out of the operations and uses performed by or on behalf of the named insured, such insurance as is afforded by this policy is primary and is not additional to or contributing with any other insurance carried by or for the benefit of the additional insureds. 3. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company's limits of liability. The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included. 4. With respect to the additional insureds, this insurance shall not be cancelled, or materially reduced in coverage or limits except after thirty (30) days written notice has been given to the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701. (Completion of the following, including countersignature, is required to make this endorsement effective.) Effective Policy # Issued to this endorsement form as a part of Named Countersigned by Authorized Representative SAMPLE ONLY City of Santa Ana Human Resources Department RFP for Medical Services Review — August 27, 2018 2tE 334 iEXHIBIT 2 AGREEMENT TO PROVIDE A MEDICAL SERVICES REVIEW PROGRAM THIS AGREEMENT, made and entered into this 15th day of January, 2019 by and between Concentra Medical Center dba Occupational Health Centers of California, a Medical Corporation (hereinafter 'Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City'). RECITALS A. The City desires to retain a medical consultant having special skill, knowledge and expertise in the field of medical services to provide a fully comprehensive and legally -defensible medical services review program as an essential part of the City's objective to provide and maintain a qualified work force. 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 organize, schedule, manage, and/or evaluate a comprehensive range of medical services and examinations, including but not limited to: a) For prospective and current City employees to perform the duties of the position for which they are being considered (pre-employment assessments), using pre- determined medical protocols for each job classification; such protocols may be modified by the physician, in consultation with the City's Executive Director of -Human Resources, or his/her designee, as is necessary to make a determination as to suitability for employment; b) For current City employees being considered for employment in Department of Transportation (DOT) and non -DOT positions requiring pre -placement or pre - assignment drug screens; c) Fitness for Duty examinations (industrial and non -industrial), and provide reports and recommendations regarding the suitability of current employees to continue to perform their duties; Agreement between City of Santa Ana and Concentra 25E-35 d) Urine and breath specimen collection, laboratory analysis and Medical Review Officer (MRO) responsibilities; e) Department of Motor Vehicles (DMV) Driver's License physical examinations; f) DOT -mandated drug and alcohol testing of employees considered 'safety sensitive' as defined under DOT regulations and City policy. Consultant shall ensure all such testing complies with DOT testing procedures as per 49 CFR, Part i 40; such testing to include pre-employment and pre=assignment. City shall be responsible for the organization, scheduling, and management of DOT and non -DOT "reasonable suspicion" drug and alcohol testing, and DOT "random" and "post- accident" drug and alcohol testing. Consultant shall facilitate evaluation of the results of said testing by qualified personnel, in accordance with the provisions of the Agreement and relevant laws and regulations. Consultant shall ensure that clinics used for DOT -related drug and alcohol testing maintain a current valid contract with a Substance Abuse and Mental Health Services Administration (SAMSHA)-certified laboratory. Consultant shall ensure tum -around time from specimen collection to obtained test results shall be a maximum of three (3) working days for a negative test, and a maximum of five (5) working days for a positive test. As part of the medical services review program, Consultant shall: 1) Analyze current job classification specifications and make recommendations for the City's use in the medical examination and drug testing process. 2) Provide training to Personnel Services personnel in administration procedures of Consultant's medical services review process. 3) Communicate with City Personnel Services staff regarding applicants' or employees' progress throughout the medical services review process. 4) Communicate directly with applicants and City Personnel Services staff throughout the pre-employment or pre -assignment process in regard to results and medical conditions as ascertained through the medical or physical examinations, 5) Provide an electronic final report in a format established by City Personnel Services staff at its sole discretion, outlining each candidate's pre-employment placement medical evaluation and results. 6) Provide quarterly electronic activity reports, in a format established by Personnel Services in its sole discretion, on the nature and number of examinations conducted, including but not limited to results and final dispositions. 7) Provide a detailed quarterly explanation and summary of charges incurred. 8) Provide all quarterly and annual summaries as required under the DOT; 9) Provide consultation as needed to Personnel Services staff regarding medical services provided and outlined in the Agreement. 10)Consultant solely shall review all pre-employment/pre-placement medical evaluation services and maintain records, pursuant to the Agreement, in accordance with State and Federal laws, or as otherwise reasonably required by the City, and to the fullest extent permitted by law. Agreement between City of Santa Ana and Concentra 25E-36 I 11)Consultant agrees to permit duly -authorized agents and employees of the City to review such records. 12)Consultant shall maintain all books, documents, papers, accounting records, and other evidence pertaining to the fees paid under this Agreement. Consultant will make materials available at their offices at reasonable times and notice, during the period of the Agreement and for three (3) years after date of final payment under they Agreement for inspection by the City or by any other governmental entity or Department participating in the funding of the Agreement, or any authorized agents thereof. 13)Consultant's documents shall not be used, duplicated, or disclosed to any other third partywithout written permission, unless such disclosure is required by law. Consultant shall not be required to create or maintain books and records not required in the ordinary course of Consultant's business operations, nor will the Consultant be required to disclose any information, including but not limited to product cost or pricing data, which Consultant considers confidential or proprietary. 14)Any Agreement changes which are mutually agreed upon by and between the parties shall be incorporated in written amendments to the Agreement. 15)lf the circumstances on a particular hearing and/or court proceeding warrant the presence of a competent and knowledgeable representative of the Consultant, the City may request and contractor shall provide such representative, at the rates provided in Exhibit A and upon proper HIPAA release. Additionally, as part of the medical services review program, Consultant shall: o Maintain a network of qualified and trained medical providers and.medical specialists for necessary exams; o Orient City staff in the legal/medical/risk management and human resources aspects of Consultant services; o Communicate directly with applicants to obtain the confidential medical information that is needed for clearance for a particular job; o Manage all bill review functions for the medical exams performed by clinics; and, o Provide access for City staff to Consultant's tracking system. Depending on job classification, pre-employment and pre -assignment medical examination processes may include: job profile review; review of medical history; check vital signs; detailed vision exam, including check of near/far/peripheral vision, Ishihara 14 and primary color; audiogram (if classification has specific occupational noise exposure or critical hearing demands); chest x-ray; EKG or treadmill stress EKG; Spirometry; chem panel 20; CBC w/diff; dipstick UA, or UA w/Micro (to lab); venipuncture & collection. Individual medical exams, such as post exposure, fit for duty, or other examinations, as needed, may include one or more of the following (*See Exhibit A): Agreement between City of Santa Ana and Concentra 25E-37 o Audiogram o Back X-ray o *Blood Lead Level ZZP o *Blood screens — 7 panel drug screen o *Blood screens — 9 panel drug screen o *Blood chemistry profile (SMA 24 or equivalent) o *Complete blood count (CBC w/diff) o Chest X-ray o DMV Physicals o Electrocardiogram o *Hepatitis "A" blood screen o *Hepatitis "B" blood screen o *Hepatitis "B" booster o *Hepatitis 'B" titer o *Hepatitis 'B" Vaccine (3 -injection series) o *Hepatitis "A" Vaccine (2 -injection series) o *Hepatitis "C" blood screen o *HIV blood screen o Pulmonary function test o Respirator Fit test o Respirator Physical o Respirator Questionnaire if PX is not required with clearance o *TB test o Urinalysis: ■ Urinalysis with microscopy (UA w/micro) ■ Urinalysis with dipstick (Dipstick UA) 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates and charges identified in Exhibit A, attached hereto and incorporated by this reference. The total amount to be expended under this Agreement, including the two optional renewals, shall not exceed $500;000. b. Payment by City shall be made within thirty (30) 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 February 1, 2019 and terminate on January - 31, 2022, unless terminated earlier in accordance with Section 12, below. Agreement between City of Santa Ana and Concentra 25E-38 F The Agreement may be renewed up to two (2) times, for an additional one-year period each time, upon mutual agreement between the parties, and in writing executed by the City Manager, or his/her designee, and the City Attorney, or his/her designee and the Consultant. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an Independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, agents, volunteers, and employees as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles; the insurance shall be primary and non- contributory with respect to insurance or self-insurance programs maintained by the City; and contain standard separation of insureds provisions. ii. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence with $2,000,000 in the aggregate. Consultant shall supply City with a fully executed additional insured endorsement in a form approved by the City Attorney's Office. b. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor Code, Consultant, if Consultant has any Agreement between City of Santa Ana and Concentra 25E-39 employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. C. Errors and Omissions. Consultant shall maintain professional liability (error's and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim. d. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (1) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved in form by the City Attorney. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. e. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to, indemnify the City.for any work performed.pdor to approval of insurance by the City. 6. INDEMNIFICATION Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including health, and claims for property damage, which may arise from the direct or indirect operations of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, 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. 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 Agreement between City of Santa Ana and Concentra 25E-40 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. I 7. CONFIDENTIALITY Consultant shall conform to all HIPAA requirements regarding examinations performed by Consultants. 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. :8. 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. 9. 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 Council City of Santa Ana 20 Civic Center Plaza, M-30 P.O. Box 1988 Santa Ana, CA 92702-1988 Fax: (714) 647-6956 Agreement between City of Santa Ana and Concentra 25E-41 With courtesy copies to: f Executive Director of Human Resources City of Santa Ana 20 Civic Center Plaza, M-24 P.O. Box 1988 Santa Ana, California 92701-1988 Fax: (714) 647-6930 and, City Attorney City of Santa Ana 20 Civic Center Plaza, M-29 P.O. Box 1988 Santa Ana, California 92702 Fax: (714) 647-6515 To Consultant: Occupational Health Centers of California, a Medical Corporation 5080 Spectrum Drive, Suite 1200W Addison, Texas 75001 Attn: Legal -Contracting Email: LegalContractsaconcentra.com A party may change its address by giving notice in writing to the other party. Thereafter, any notice, tender, demand, delivery, or other communication shall be addressed and transmitted to the new address. If sent by mail, any notice, tender, demand, delivery, or other communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile, any notice, tender, demand, delivery, or other communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 10. 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 Agreement between City of Santa Ana and Concentra 25E-42 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, that terms and conditions hereof, shall not bind or obligate Consultant nor the City. Each party toy this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 11. 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. 12. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless -prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 13. DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex (including gender identity and gender expression), marital status, sexual orientation and genetic characteristics (including genetic tests of the individual or the individual's family, and manifestation of a disease or disorder in the individual's family members, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. Agreement between City of Santa Ana and Concentra 25E-43 F 14. JURISDICTION -VENUE This Agreement and all questions relating to its validity, interpretation, performance, and enforcement shall be government and construed in accordance with the laws of the State of California. 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. 15. 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 her inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 16. 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: CITY OF SANTA ANA: MARIA D. HUIZAR RAUL GODINEZ II Clerk of the Council City Manager [Signatures continue on next page] Agreement between City of Santa Ana and Concentra 25E-44 10 APPROVED AS TO FORM: SONIA R. CARVALHO ' City Attorney By &o, A • Zlmt w Laura A. Rossini ' Senior Assistant City Attorney FOR APPROVAL: CONCENTRA MEDICAL CENTER DBA OCCUPATIONAL HEALTH CENTERS OF CALIFORNIA, A MEDICAL CORPORATION: Steven V. Pham Executive Director - Human Resources Department Jeffery Wainstein, MD President and Treasurer 77-0469725 Federal ID Number Agreement between City of Santa Ana and Concentra 25E-45 11 Exhibit A Services and Pricing i .Services Fees: PE — BASIC VITALS, SNELLEN, UA, EXAM $80.00 PE — DOT $99.00 PR— RESPIRATOR CLEARANCE EXAM ONLY)! $80.00 AUDIOGRAM $30.00 REVIEW — QUESTIONNAIRE — GENERAL $30.00 REVIEW — QUESTIONNAIRE — RESPIRATOR $30.00 RESPIRATOR FIT TEST — QUALITATIVE $50.00 *HEPATITUS A TITER ANTIBODY — BLOOD $50.00 *HEPATITUS ABC PANEL (ACTIVE INFECTION/IMMUNUITY TEST) — BLOOD $275.00 *HEPATITIS B —TITER SURFACT ANTIBODY QUANTITATIVE — BLOOD $60.00 *HEPATITIS C — ANTIBODY — BLOOD $55.00 *HIV $94.00 *VACCINE — HEPATITIS A 2 -DOSE SERIES $138.00 per dose *VACCINE — HEPATITIS B SHOW AS DOSE 1, DOSE 2, DOSE 3 $100.00 per dose *LEAD WITH ZPP — BLOOD $61.00 CHEM20/CHD/CBD/UA $55.00 *CBC W/DIFF $25.00 VENIPUNCTURE FEE $0.00 COLLECTION $22.00 *BLOOD CHESMISTERY PROFILE 24 $80.00 DS — URINE 7 PANEL NON DOT $60.00 DS — URINE 5 PANEL NON DOT $55.00 UA WITH MICRO — URINE $28.00 UA DIP STICK Included in physical CHEST X-RAY 1 VIEW $70.00 VISION — ISHIHARA $22.00 EKG —WITH INTERPRETATION $65.00 PFT SPIROMETRY $44.00 CARDIAC STRESS TEST $325.00 *TB SKIN TEST 1 STEP $37.00 Expert Testimony $250.00 per hour x After the first twelve months of this Agreement, if the current market price for the above Services change due to market conditions, demand(s) and/or shortage(s), the City will be billed the then current market rate. Agreement between City of Santa Ana and Concentra 25E-46 12 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JANUARY 15, 2019 TITLE: AUTHORIZE AN AGREEMENT WITH KAPSCH TRAFFICCOM USA, INC. FOR SCADA SYSTEM MAINTENANCE [NON -GENERAL FUND] {STRATEGIC PLAN NO. 6, 1C} A qty MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on 15' Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council Manager to execute an agreement with Kapsch TrafficCom USA, Inc., to provide software support and maintenance for the City's water production facilities Supervisory Control and Data Acquisition System for a three-year period beginning January 15, 2019, and ending January 14, 2022, with provision for one two-year renewal exercisable by the City Manager, in an annual amount not to exceed $50,000 per year, subject to nonsubstantive changes approved by the City Manager and City Attorney, for a total amount not to exceed $250,000. DISCUSSION The Public Works Agency's Water Resources Division currently operates 22 active water wells and seven water pumping stations to supply the City's drinking water. These facilities are controlled by a Supervisory Control and Data Acquisition (SCADA) system. The system uses remote programmable controllers at each water production site to communicate with a central computer system located at the City Corporation Yard to remotely operate the City's water wells, pumps, and reservoirs. When the remote controllers and monitoring sensors are triggered, the SCADA system sends out alarms via a short messaging service (aka SMS or "text message") that notify staff of pump, well, and/or electrical irregularities in the City's Water Production system. Staff is able to investigate and correct any problems quickly, saving time, labor, and cost by correcting malfunctions and minimizing inefficiencies and damage. The City's SCADA system software was purchased and installed in 1992 and upgraded in 2013. The software company, Kapsch TrafficCom USA, Inc., is a technical firm that provides SCADA system software and support to the City on a sole -source basis. No other vendor can provide these services to the existing SCADA software system. Kapsch TrafficCom USA, Inc., has provided excellent service to the City and been responsive to any service requests to improve or enhance the system. Staff recommends that Kapsch 25F-1 Authorize an Agreement with Kapsch Traffic Com USA, Inc. for SCADA System Maintenance January 15, 2019 Page 2 TrafficCom USA, Inc., be retained to provide all required upgrades, system maintenance, and programming improvements for a continued reliable system. This agreement (Exhibit 1) will also provide ongoing telephone support, staff training, as well as on-site system maintenance, when requested. During the term of this agreement, staff will be investigating other software solutions for a potential transition to a newer system. The procurement process is scheduled to begin in fiscal year (FY) 2019/20. Approval of this Council action will provide for continued SCADA services until replacement software is identified. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #6 - Community Facilities & Infrastructure, Objective #1 (establish and maintain a Community Investment Plan for all City assets), Strategy C (invest resources and technology to extend the service life of existing infrastructure to protect the City's investment and support a high quality of life standard). ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT Funding is available in the Fiscal Year 2018-19 Water Production and Supply Contract Services - Professional Account (No. 06017640-62300) and will be budgeted in subsequent fiscal years. Funds will be spent according to the estimated spending plan below: FISCAL YEAR FY 2018/19 (January — June) AMOUNT $35,000 FY 2019/20 (July — June) $50,000 FY 2020/21 (July —June) $50,000 FY 2021/22 (July — June) $50,000 FY 2022/23 (July — June) $50,000 FY 2023/24 (July — January) $15,000 TOTAL: $250,000 25F-2 Authorize an Agreement with Kapsch Traffic Com USA, Inc. for SCADA System Maintenance January 15, 2019 Page 3 n APPROVED AS TO FUNDS AND ACCOUNTS: Fuad S Sweiss, PE, PLS Kathryn Downs 6t-& itis I Executi a Director Executive Director Public orks Agency Finance and Management Services Agency FSS/NS/RR Exhibit: 1. Agreement 25F-3 25F-4 AGREEMENT TO PROVIDE SUPPORT AND MAINTENANCE SERVICES FOR SCADA SYSTEM SOFTWARE THIS AGREEMENT is made and entered into this 15th day of January, 2019 by and between Kapsch TrafficCom USA, Inc. ("Contractor"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). i RECITALS A. The City has previously purchased from Contractor support and maintenance services for the Supervisory Control. and Data Acquisition System (SCADA) software utilized by the Water Resources3Division of the Public Works Agency for the City's water production facilities. B. The City desires to purchase from Contractor additional support and maintenance services and other related components. C. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional contracting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Contractor shall perform the services that are described'in Contractor's proposal that is attached and fully incorporated as Exhibit A. 2. COMPENSATION a. City agrees to pay, and Contractor agrees to accept as total payment for its services under- this Agreement, the rates and charges identified in Exhibit A. The total annual sum to be expended under the term of this Agreement, including any extension periods, shall not exceed $50,000. b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals and Scope of Work, which may reasonably be expected by City. Page 1 of 8 2SF*S 3. TERM This Agreementshall commence on the date first written above and termiriate on January 14, 2022, unless terminated earlier in accordance with Section 17, below. The term of this Agreement may be extended for one 2 -year period upon a writing executed by the City Manager and City Attorney. 4. PREVAILING WAGES Contractor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws'), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. � If the services being performed are part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 5. INDEPENDENT CONTRACTOR Contractor shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Contractor under this Agreement ("Documents & Data'), Contractor shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data. Contractor makes no such representation and warranty in regard to Documents & Data which were provided to Contractor by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. Page 2 of 8 2_6F -J6 7. INSURANCE Prior to undertaking performance of work under this Agreement, Contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Contractor shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Contractor's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the California Labor Code, Contractor, if Contractor has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Contractor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Contractor is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Contractor pursuant to this section: (i) Contractor shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of . this Agreement and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not be cancelled or reduced in coverage or changed in any other material aspect, by Contractor, without thirty (3 0) days prior written notice to the City. Pa e3of8 it7 (iv) Contractor shall supply City with a fully executed additional insured endorsement. i If Contractor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such tenniination shall not affect Contractor's right to be paid for its time and materials expended prior to notification of termination. Contractor waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 8. INDEMNIFICATION Contractor agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the operations of the Contractor or its subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the 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 of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor. 9. INTELLECTUAL PROPERTY INDEMNIFICATION Contractor shall defend, indemnify and hold harmless the City, its officers, agents, representatives, and employees against any and all liability, including costs, and attorney's fees, for infringement of any United States' letters patent, trademark, or copyright contained in the work product or documents provided by Contractor to the City pursuant to this Agreement. 10. RECORDS Contractor shall keep records and invoices in connection with the work to be performed Page 4 of S HF -J8 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 Agreeme�t during regular business hours. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Contractor under this Agreement. 11. CONFIDENTIALITY If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Contractor agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by Contractor without reference to information disclosed by the City. 12. CONFLICT OF INTEREST CLAUSE Contractor covenants that it presently has no interest and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 13. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax 714- 647-6956 Page 5 of 8 2EBFU9 Executive Director Public Works Agency City of Santa Ana 20 Civic Center Plaza (M-21) P.O. Box 1988 Santa Ana, CA 92702 Fax 714-647-5635 To Contractor: Kapsch TrafficCom 4256 Hacienda Drive, Suite 100 Pleasanton, CA 94588 Attn: Philip Jacobs A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these timeframes, weekends, federal, state, County or City holidays shall be excluded. 14. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor regarding the subject matter herein, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of anypurchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 15. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other contractors retained by City. Page 6 of 8 2SHEI10 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 continuing waiver unless the writing so specifies. 17. TERMINATION This Agreement may be terminated by the City upon thirty (3 0) 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 completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 18. NON-DISCRIIVIINATION Contractor shall not discriminate because of race, color, creed, relation, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or in connection with any activities under this Agreement. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 19. JURISDICTION -VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 20. PROFESSIONAL LICENSES Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Pa e7f 2 will Santa Ana and all other governmental agencies. Contractor shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 21. MISCELLANEOUS PROVISIONS a. i 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: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM SONIA R.. CARVALHO City Attorney Ey: /IV M. Funk Assistant City Attorney RECOMMENDED FOR APPROVAL Fuad S. Sweiss, PE, PLS Executive Director Public Works Agency CITY OF SANTA ANA PAUL GODINEZ II City Manager CONTRACTOR Name: Title: Page 8 of 8 28FA 2 EXHIBIT A Kapsch TrafficCom USA, Inc. I 69PC 17 November 14, 2018 City of Santa Ana Public Works Division 220 S. Daisy Ave Santa Ana, CA 92703 !Attention: Mr. Cesar E. Barrera Reference: City of Santa Ana Water SCADA System Subject: Kapsch TrafficCom USA, Inc. DYNAC SCADA System Maintenance and Service Contract 'Dear Mr. Barrera: Kapsch is pleased to respond to your request for the above referenced Maintenance and Service Contract Proposal. The term of the contract will be from January 1, 2019 to December 31, 2021. The following paragraphs comprise the terms and conditions upon which the Maintenance and Service Contract will be based. Software Maintenance a) Each year Kapsch will provide two, 2 -day on-site visits (32 hours total) preventative software maintenance for the SCADA System servers and workstations. Services will include general system diagnostics as provided with original installation, file and disk management, software backup and archiving, etc. Any additional time requested will be billed at our published Professional and Support Services rates. Accepted: $ Included Standard Telephone Support a) Kapsch's Applications Engineering staff will be made available for telephone support to answer questions regarding the use, modification or troubleshooting of PLC/RTU software provided by Kapsch. b) Kapsch's Software Engineering staff will be made available for telephone support to answer questions regarding the use, modification or troubleshooting of the DYNAC SCADA software provided by Kapsch. c) Kapsch's Software Engineering staff will be made available for telephone and modem support to remotely diagnose, troubleshoot and resolve any problems found in the DYNAC SCADA software provided by Kapsch. d) Client personnel will be required to work with Kapsch personnel via telephone as needed to ensure that any reported problem may be accurately diagnosed. Total Standard Telephone Support Accepted: $ Included Kapsch TraftkCom USA, Inc. 14256 Hadenda Drive, Suite 700 ) Pleasanton, CA 64588 Phone: (925)225-16001 Fax(925)225-16101v .kapsch.ccm 25Fw14 Kapsch TrafticCom USA, Inc. Hardware Maintenance l�apsch >>> City of Santa Ana Nov 14, 2018 Page 2 of 4 a) On a bi-annual basis. Kapsch will provide on-site preventative hardware maintenance for the SCADA System servers, workstations and peripheral devices. Services will include general system diagnostics as provided with original installation, cleaning, consumables replacement (i.e. changing printer ribbon), etc. Accepted: $ Not -included b) Kapsch will provide for repair or replacement of the SCADA System servers, workstations and peripheral devices via service sub -contracts with original equipment manufacturers or their authorized representatives. Availability of these services will be based upon the terms and conditions of the manufacturers" standard contracts. Accepted: $ Not Included Maintenance and Service Requests All maintenance and service requests shall be documented by the Client (i.e. fax, memo, etc.) for future reference and administrative purposes. All maintenance and service requests shall be acknowledged in writing by Kapsch, including diagnosis and corrective actions taken. All on-site services provided will be documented on field service reports which will be submitted to the Client daily as services are provided. Standard Scheduling and Availability a) Kapsch personnel will be generally available during normal working hours, 8:00am - 5:00pm, Monday through Friday. Scheduling of maintenance and service work will be based upon current personnel schedules and availability (i.e. at the time of any given request), and the priority of the request. Priorities for maintenance and service requests will be determined on a case-by-case basis. b) Kapsch personnel will also be available for on-call telephone consulting and troubleshooting services, outside the normal work schedule defined above. Accepted: $78,760 Miscellaneous Professional and Support Services c) Additional services - DYNAC SCADA system programming and/or materials provided on request will be billed at our published Professional and Support Services rates on a Not to Exceed (NTE) basis. Accepted: NTE $76,000 Kapsch TraKicCom USA, Inc, 1425G Hacienda Drive. Suite 100 ( Pleasanton, CA 94588 Phone: (925) 2251600 ( Fac (925) 225-1610 i v .kapsch.com 28FL14 Kapsch TrafncCom USA, Inc. MA&P-Sch >>> City of Santa Ana Nov 14, 2018 Page 3 of 4 Resident Maintenance and Service Personnel a) One resident Kapsch Service Engineer will be assigned on a full-time basis to perform preventative and corrective maintenance on-site during normal working hours based upon an 8-hour/day, 40-hour/week schedule. The starting time of daily shifts will be In accordance with normal Client maintenance personnel. Accepted: $ Not Included One resident Kapsch Service Engineer will also be available for on-call telephone consulting and troubleshooting services, outside the normal work schedule defined above. All services provided upon an on-call basis will be billed per Kapsch's published Professional and Support Services rates. Accepted: Time & Material Not Included Billing a) The fixed price amount(s) quoted above are due upon acceptance of the Contract and will be invoiced in full based upon Net 30 payment terms. b) An authorized purchase order for the total amount of all fixed price option(s) selected is required prior to any services being rendered. c) The duration of the Contract will be 36 months from January 1, 2019. The Contract can be renegotiated and renewed on a yearly basis thereafter. Contract Acceptance Kapsch, Inc. Client authorized signature authorized signature tltle date title date Kapsch Tra6lcCom USA, Inc. 14256 Hacienda Drive, Suite 1001 Pleasanton, CA 96568 Phane: x825) 225-16001 F=(925)225-1610 I w Aapsch m 26FA15 Kapsch TrafficCont USA, Inc. I /i'/ .SC17'>' City of Santa Ana Nov 14, 2010 Page 4 014 Kapsch looks forward to your favorable review of this proposal. If this proposal is deemed acceptable, please initial each option desired and sign and date both copies and return them to Kapsch as soon as possible. An executed copy will be returned to you for your records. If you have any questions or concerns regarding this proposal please contact the undersigned at our Pleasanton, CA. facility. Yours Truly, Kapsch TrafficCom, USA, Inc. David Gumpel General Manager, PMO Delivery & Operations Attachment (1) Professional and Support Services Kapsch TraHicCom USA, Inc, 14256 Hacienda Cnve. Suite 100 i Pleasanton, CA 04588 Phone: (825) 22&160D] I= (925) 22&1610 i m Aapsch.com 29Fti16 Kapsch TrallicCom I Kapsch �' challenging limits Page 1 PROFESSIONAL AND SUPPORT SERVICES i Kapsch is pleased to provide the following categories of services: PROFESSIONAL SERVICES Division/Department Manager $275.00 Sr. Project Manager 205.00 Project Manager 190.00 Sr. Software Engineer 220.00 Software Engineer 175.00 Sr. Systems Engineer 190.00 Systems Engineer 150.00 Applications Engineer 110.00 Field Specialist 145.00 Field Technician 125.00 Designer/Draftsperson 110.00 Administrative Support 90.00 FIELD SERVICES Field Services supplied to customers not covered by an established Contract Service Agreement or services as requested by a customer for a specific day, time or reason, outside the scheduled service provided under a Contract Service Agreement. Description Demand Service and Travel Time Portal to Portal (See Note). a. Std. work hours 8:00 a.m. to 5:00 p.m. Standard Rate per I and III b. Saturday and hours other than 8:00 a.m. to 5:00 p.m. 1.5 times Standard Rate c. Sundays and Legal Holidays Double Standard Rate Note: The base location for travel tune will be Kapsch's nearest service office. Minimum service charge will equal 4 hours at appropriate service rate. SHOP FABRICATION SERVICES Shop fabrication services are available at a shop rate of $80.00 per hour. Materials will be invoiced at cost plus 25%. Normal shop expenses are included within the above rates; however, additional expenses such as freight, travel, etc., will be billed at cost. Shop/field calibration, Kapsch la lcCom USA, Inc: 1.425911adenda Drin.SWte 10D I Pleasanton. CA 945881 Phone 9252251500 I Fm 9252251010 1 w Jwpsckus Rev. 06-04-18 25F47 Kapsch TrafficCom i 1<'apsc/7 I challenging limits Page 2 acceptance testing, start-up, etc., are considered field services and will be charged at the i appropriate field service rates. + IV. KAPSCH'S PERSONNEL RATES Normal labor charges will be at the hourly rates shown in the above tables for each labor classification. Time in excess of 8 hours per day or 40 hours per week is termed overtime. When client authorized, overtime rates are 1.5 times normal rates. Rates are in USD. Rates are not valid for prevailing wage work. Quoted rates are subject to reasonable adjustment after August 31, 2019. V. SUBCONTRACTED WORK When it is necessary to supplement our staff with consultants or outside subcontractors, these services are billed at our cost plus 15%. VI. EXPENSES Additional expenses are charged at cost plus 15%. These reimbursable costs include, but are not limited to: Travel (air fare, auto rental, public transportation and subsistence) Use of company vehicles ($90/day) and employee cars ($0.65/mile) Equipment rental or purchase Long distance and cellular telephone, fax , postage, courier and reproduction work Applicable sales taxes and freight charges VII. MATERIALS Material is charged at list price plus 15%. Applicable sales, excise taxes, fees and freight charges are added as applicable. VIII. DOCUMENTATION All agreed upon documentation including manuals, drawings and reproductions, will be furnished to the client during or at the close of the job. We reserve the right to retain either originals or reproductions of all of our work for our files. Kapsch Trdfl7eCom USA, Inc. 14256 Hadenda Ddre, 5Wt• 100 1 Pleasanton, CA 94588 1 Phone 9252251500 1 Fa[ 925225 1610 1 w .l apsch.m REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JANUARY 15, 2019 CLERK OF COUNCIL USE ONLY: TITLE: APPROVED APPROVE AGREEMENT WITH KOA FOR ❑ As Recommended CONSULTING DESIGN ENGINEERING E]Amended E]OOrrdinance on 151 Reading SERVICES FOR BUSH STREET BICYCLE ❑ Ordinance on 2nd Reading BOULEVARD (PROJECT NO. 18-9002) ❑ Implementing Resolution (STRATEGIC PLAN NO. 6, 1G) ❑ Set Public Hearing For r CIT ANAGER RECOMMENDED ACTION CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute an agreement with KOA for a two- year term beginning January 15, 2019, and expiring on January 14, 2021, with two one-year renewal options exercisable by the City Manager and the City Attorney, to provide consulting design engineering services for Bush Street Bicycle Boulevard Design, in the total amount not to exceed $142,984, which includes a 10 percent contingency in the amount of $12,999, subject to nonsubstantive changes approved by the City Manager and City Attorney. The Bicycle Boulevard (Project) is along Bush Street from Civic Center to 17th Street and along 15th Street from Sycamore Street to Bush Street. The project will include the installation of neighborhood traffic circles (or mini -roundabouts) at eight intersections along the corridor, as well as signage and roadway markings connecting the Project with a low -stress bikeway to Downtown Santa Ana. Street improvements also include, but are not limited to, pavement, curb extensions, sidewalk, drainage and utility adjustments/relocations, and landscaping and irrigation, where feasible. All improvements will be constructed in the public right-of-way. The Project is funded through the Affordable Housing Sustainable Communities (AHSC) Program. On July 5, 2017, City Council approved an appropriation adjustment recognizing the AHSC Program grant funds in the amount of $1,288,000 to be expended for the Project through the AHSC Program Disbursement Agreement A-2017-179. The design phase is anticipated to be completed in Winter 2019 and the construction is planned to begin in Spring 2020. In August 2018, the Public Works Agency released a Request for Qualifications (RFQ) for qualified consultants to provide the Agency with Statement of Qualifications (SOQ) for Bush Street Bicycle Boulevard project design via PlanetBids, the City's online e -procurement portal. Forty-six firms downloaded the RFQ document, and four firms submitted responsive SOQ's for RFQ 18-072. Following evaluation by staff from Public Works Agency Design and Traffic Engineering Divisions, all four firms were shortlisted for invitation to submit a Request for Proposal (RFP) ( Exhibit 1). In 25G-1 Agreement with KOA for Design Engineering Services January 15, 2019 Page 2 October 2018, the Public Works Agency released RFP 18-072, to which three firms submitted responsive proposals. The table below summarizes the results of the three responsive RFP proposals: Rank Firm Score 1 KOA 93 2 Kimle -Horn 89 3 IBI Group 85 Upon evaluation of the firm and key team member experience, understanding of need, relevant project experience, and creative concepts proposed, staff recommends award of the design contract to the top ranking firm KOA. Based on the schedule of rates and fees, which is incorporated into the contract (Exhibit 2), the proposed fee in an amount not to exceed $129,985 is recommended for City Council approval. Staff requests authorization of a 10 percent design services contingency of $12,999, for a total agreement amount not to exceed $142,984. Approval of this recommended action will allow staff to proceed with preparation of Plans, Specifications and Estimates (Contract Documents) which will be used to bid and construct the project. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #6 — Community Facilities & Infrastructure, Objective #1 (Establish and Maintain a Community Investment Plan for All City Assets), Strategy G (Develop and Implement the City's Capital Improvement Program in Coordination with the Community Investment and Deferred Maintenance Plans). ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT Funds have been budgeted and are available for expenditure in the Affordable Housing AHSC Program Fund (Account No. 41818832-66220). Funds will be spent according to the estimated spending plan below. Any unspent, encumbered balance will be carried forward into subsequent fiscal years as needed to fulfill the agreement. Contract Period Fiscal Year Amount FY 2018/19 (January - June) $50,000 FY 2019/20 (July — June) $92,984 TOTAL: $142,984 25G-2 Agreement with KOA for Design Engineering Services January 15, 2019 Page 3 Fuad S. weiss, PE, PLS Executivq Director Public W I rks Agency FS/EWG/JG/HG Exhibits: 1. RFP 18-072 2. Agreement — KOA APPROVED AS TO FUNDS AND ACCOUNTS: Kathryn Downs, CPA �ir pp Executive Director Finance and Management Services Agency 25G-3 25G-4 REQUEST FOR PROPOSALS (RFP) FOR BUSH STREET BICYCLE BOULEVARD DESIGN SERVICES RFP NO.: 18-072 CITY OF SANTA ANA Santa Ana Public Works Agency 20 Civic Center Plaza Santa Ana, CA 92701 Kenny Nguyen Project Manager Release: < Joon Gabriel Principal Civil Engineer Public Works Agency KEY RFP DATES (Subject to change at discretion of City): Issue Date: October 15, 2018 Deadline for Requests for Information: October 25, 2018 Proposal Due Date: November 1, 2018; 4:00pm Projected Award Date: January 15, 2019 EXHIBIT 1 25G-5 NOTICE INVITING PROPOSALS NOTICE IS HEREBY GIVEN that the City of Santa Ana will be received PROPOSALS from qualified firms for Professional Engineering Services. Responses to this Request for Proposals (RFP) must be submitted electronically to the PlanetBids system no later than November 1, 2018 at 4:00 p.m. Proposals received after this date/time will not be considered. It is the responsibility of the proposer to ensure that any PROPOSALS submitted have sufficient time to be received by the City of Santa Ana prior to this qualification due date and time. Additionally, it is a requirement that hard copy PROPOSALS shall also be sent by courier service, mailed, or hand delivered in an enclosed sealed envelope and marked clearly with the following information formatted exactly as shown below: "SEALED QUALIFICATION FOR BUSH STREET BICYCLE BOULEVARD DESIGN SERVICES RFP NO. 18-072 IN THE CITY OF SANTA ANA DO NOT OPEN WITH REGULAR MAIL." City of Santa Ana Attn.: Kenny Nguyen Public Works Agency, M-36 20 Civic Center Plaza Santa Ana, CA 92701 For further instructions regarding hard copy submission PROPOSALS, refer to P1anetBids. All notifications, requests for information, updates and addenda will be posted online on P1anetBids at https•//www planetbids com/nortal/nortal of n?CompanvlD=20137. Proposers shall be responsible for monitoring the site to obtain information regarding this solicitation. Failure to respond to required updates may result in a determination of a nonresponsive qualification. City of Santa Ana RFP 18-072 2961-6 TABLE OF CONTENTS I. INTRODUCTION / PROJECT DESCRIPTION II. INSTRUCTIONS TO PROPOSERS !: A. CITY RESPONSIBILITIES B. PROPOSER RESPONSIBILITIES C. REQUEST FOR INFORMATION OR CLARIFICATION D. ADDENDA E. LICENSES & PERMITS F. INSURANCE G. INFORMATION PACKET H. PRE -PROPOSAL MEETING I. CITY RIGHT TO REJECT J. BID PROTESTS III. SUBMITTAL REQUIREMENTS A. GENERAL B. PROPOSAL CONTENTS 1. STATEMENT OF QUALIFICATIONS 2. SCOPE OF SERVICES AND SCHEDULE 3. FEE PROPOSAL 4. CERTIFICATIONS IV. PROPOSAL REVIEW (CONSULTANT SELECTION A. EVALUATION AND RATING B. SELECTION V. CONTRACT AWARD A. REQUEST FOR COUNCIL ACTION B. EXECUTION OF AGREEMENT VI. IMPLEMENTATION A. KICK-OFF MEETING B. NOTICE TO PROCEED VII. PUBLIC RECORDS ATTACHMENT 1: SCOPE OF WORK ATTACHMENT 2: AGREEMENT ATTACHMENT 3: CERTIFICATIONS ATTACHMENT 4: FUNDING PROVISIONS a Ana RFP 18-072 gGLL7 13 I. INTRODUCTION / PROJECT DESCRIPTION Nature of Work: The City of Santa Ana is seeking PROPOSALS from professional engineering firms to provide professional engineering design services. A detailed Scope of Work is included in the Appendix of this RFP as Attachment 1. Number of Proposals and Sienature Five (5) hard copies are required to accompany an electronic submittal of the complete qualification package on PlanetBids. One of the hard copies shall be marked as "ORIGINAL" and shall be signed by a company official with the power to bind the company and submitted to the City of Santa Ana. Please be explicit in identifying the appropriate person with legal authority to bind the company. The Statement of Qualifications shall be limited to a maximum of ten (10) sheets of double - sided or twenty (20) sheets of single -sided pages (including all exhibits, but excluding front and back covers, section dividers and attachments such as resumes, forms). Font size shall be minimum 11 -point Arial. Exhibits shall be maximum 11" x I7". Proposal Evaluation and Ratine: The criteria for evaluating the RFP submitted will take the following items into consideration: I. Firm and Team Experience 25% II. Understanding of Need 25% III. Creative Concepts 20% IV. Relevant Project Experience 20% V. Reference 10% The City has established a proposal review committee to evaluate proposers based on the response to the RFP, which includes adherence to outlined directions and format, and the City evaluation criteria set forth above. A final score will be calculated for each submitted proposal and used to rank the firms. After ranking, cost negotiations may begin with the most qualified consultant and only their cost proposal will be opened. Should negotiations fail or result in a price that the City does not consider fair and reasonable, negotiations will be formally terminated and the City will then undertake negotiations with the second most qualified consultant. If the negotiations with the second most qualified firm are not successful, negotiations with the third most qualified consultant, and so on, until the price is determined to be fair and reasonable by the City. City of Santa Ana RFP 18-072 P?SG-8 Proiect Funding: Project is funded with Affordable Housing Sustainable Communities Programs (AHSC Program). Special conditions may apply. Refer to Attachment 2 of the Appendix. In accordance with the California State Labor Code, prevailing wage rates apply. Copies of the prevailing rate of per diem wages are on file with the Public Works Agency and shall be made available to any interested party on request. City of Santa Ana RFP 18-072 -9 �;F: 'ts'2 r, .Ic N�'l S O1` S INSTRUCTIONS ' , , PROPOSERS ' •, A. CITY RESPONSIBILITIES The City will provide information in its possession relevant to preparation of required information in RFP. The City will provide only the staff assistance and documentation specifically referred to herein. B. PROPOSER RESPONSIBILITIES Point of Contact: The selected proposer will assume responsibilities for all services in its proposal. The selected proposer shall identify a sole point of contact with the greatest knowledge in regard to the required service operations and contractual matters, including payment of any and all charges resulting from the Agreement. Evidence of Financial Capacity: Proposer may be requested to submit its most recent audited financial statement, evidencing proposer's financial capacity to fully perform the required services, including provision of equipment and personnel expenses over a ninety (90) day period. If said financial statement does not reflect full ninety (90) day operational capacity, proposer may include a letter of credit as evidence of supplemental capacity. C. REQUEST FOR INFORMATION OR CLARIFICATION All questions or requested clarifications shall be made in writing to the Questions and Answers section of the P1anetBids solicitation no fewer than five (5) business days prior to the date and time set for opening of proposals. No verbal requests or responses will be accepted. Significant interpretations or clarifications will be addressed via addenda to this RFP. D. ADDENDA Any changes in RFP from the date of release to date of submittal will result in an addendum or amendment. Notification of such addendum or amendment shall be posted on P1anetBids. Addenda shall become part of the agreement documents and will require acknowledgement in the PlanetBids system prompted during electronic submittal. E. LICENCES & PERMITS The selected proposer shall be required to obtain a City of Santa Ana Business license within ten (10) business days of selection and must provide a copy to the City projects manager or designee prior to commencing any work in Santa Ana. Additionally, Proposer will be responsible for obtaining any licenses/permits required by the Scope of Work. F. INSURANCE The Selected Proposer shall provide the required evidence of insurance coverage as set forth in the Scope of Work within ten (10) business days after receipt of notice that the contract has been awarded. Failure to provide the required insurance certificates shall be cause for the annulment of the award and the forfeiture of the proposal guaranty. City of Santa Ana RFP 18-072 2tn-10 0 G. PAYMENT INFORMATION PACKET The selected proposer shall return a completed payment information packet within ten (10) business days after the successful proposer has received notice that the contract has been awarded. The packet is available on the City's website: santa-ana.ore/bids-rfos. H. PRE -PROPOSAL MEETING Should a pre -proposal be scheduled, the date, time and location is identified on the cover page of this RFP. The meeting will include discussion of the project scope and a question - and -answer session. It is highly recommended that the Proposer's key team members attend this meeting. Significant interpretations or clarifications will be addressed via addenda to this RFP, as described above in "Section D: Addenda." I. CITY RIGHT TO REJECT The City reserves the right to reject any or all proposals submitted and no representation is made hereby that any contract will be awarded pursuant to this RFP or otherwise. The City reserves the right to accept or reject the combined or separate components of this proposal in part or in its entirety or to waive any minor inconsistency, informality or technical defect in the proposal. The City reserves the right to reject, replace and approve any and all subcontractors. All subcontractor(s) shall be identified in the response to the RFP. Subcontractors shall be the responsibility of the successful proposer and the City shall assume no liability of such subcontractors. J. BID PROTESTS Proposers with concerns or rebuttal of any staff determination of non -responsiveness or non - responsibility may submit, in writing within five (5) business days, to the Project Manager, any concerns regarding the RFP process or staff determination. Such writing shall be considered by the City Manager or his designated representative, and may be acted upon within five (5) business days. If no action is taken within such time, there shall be no change to the staff determination. The exercise by Proposer of its right to submit written concerns shall be a condition precedent to seeking judicial review of any award of a contract hereunder. City of Santa Ana RFP 18-072 2M411 III. SUBMITTAL REQUIREMENTS A. GENERAL I. The number of Proposal Conies and signature is specified in: RFP SECTION I - INTRODUCTION / PROJECT DESCRIPTION. II. Deadline: Proposals are due to the City of Santa Ana at the date, time, and location specified in the Notice Inviting Proposals. B. PROPOSAL CONTENTS The proposal format and page limitation, if any, is specified in: RFP SECTION I - INTRODUCTION / PROJECT DESCRIPTION. 1. STATEMENT OF QUALIFICATIONS a. Cover Letter — Proposals shall include a letter signed by a principal or authorized representative who can make legally binding commitments for the entity. b. Contract Agreement Statement: Proposal shall include a statement outlining your concurrence or concerns with any and all provisions as contained in the Agreement attached herein as Attachment 2 in the Appendix. c. Firm and Team Experience: Proposal shall include a profile of the firm's experience. Include resumes of project team/sub-consultants that will be providing services which outline their technical and design experience. At a minimum, this should include the project manager/principal agent, and associates in charge when project manager/principal agent is unavailable. Provide key personnel, firm size, and an organization chart identifying only those who will perform work for the proposed project and the percentage of each individual's time devoted to this project. The project manager/principal agent shall be the primary contact person to represent your firm and will be the person to conduct the presentation, if invited for an interview. d. Understanding of Need: Proposal shall include an outline which demonstrates the firm's understanding of the work. This outline should include anticipated approach, tasks necessary for successful completion, deliverables, and suggestions or special concerns that the City should be made aware of. Identify any assumptions and/or exclusions used in preparation of the scope of work and associated fee estimate. e. Creative Concepts: Provide creative concepts by identifying the project constraints and explaining how the design would satisfy the following, but not limited to: unimpeded access for emergency response such as fire truck (AerialCat 101 model), drainage, landscaping, and irrigation for eight (8) intersections all within the Project budget. City of Santa Ana RFP 18-072 :=-12 f. Relevant Proiect Experience: Proposal shall include a list of projects which your firm and personnel have completed within the last 5 years in designing bicycle boulevards, traffic circles, mini -roundabouts,; and bulb -outs in an urban setting environment. Project information should include project description, year completed, firm project manager name, and client name, 'along with a person to contact and their telephone number. g. References: Proposal shall include a listing of relevant projects with references for three public entities for which Proposer has performed similar work within the past five (5) years. 2. SCOPE OF SERVICES AND SCHEDULE: Proposal shall include a Scope of Services and Schedule which details the work phases to be completed, the tasks to be accomplished, the deliverables to be provided, and the schedule / timeline to complete the project, based upon the requested Scope of Work detailed in Attachment 1 of this RFP. FEE PROPOSAL: The fee proposal shall be submitted concurrently with the hard copy technical proposal only, but in a separately sealed envelope, clearly labeled as "Fee Proposal." This shall include the firm's Standard Hourly Fee Schedule, a table outlining the tasks and team hourly effort for each of the major tasks, and a Project Fee Schedule as outlined in the Scope of Work. The fee proposal will not be opened until the proposals have been evaluated by the proposal selection committee. The City will select the consultant based on qualifications, and then negotiate a contract price based on available funding. The Fee Proposal ENVELOPE shall be labeled exactly the same as the cover of proposal envelope. 4. CERTIFICATIONS: The following forms shall be signed and included as part of the proposal submittal package: • Attachment 3-1: Non -Collusion Affidavit • Attachment 3-2: Non -Lobbying Certification • Attachment 3-3: Non -Discrimination Certification IV. PROPOSAL REVIEW (CONSULTANT SELECTION) A. EVALUATION AND RATING The criteria for evaluating the proposals are specified in: RFP SECTION I - INTRODUCTION / PROJECT DESCRIPTION. City of Santa Ana RFP 18-072 2613 O� SAry„1 B. SELECTION The committee may interview the top ranking proposers. The City will recommend award of the contract to the proposer who will provide the best value to the City. City reserves the right to begin negotiations and enter into a contract without interview or further discussions. V. CONTRACT AWARD A. REQUEST FOR COUNCIL ACTION Following evaluation and rating by the proposal review, committee, the Project Manager will recommend award of a contract to the proposer providing the best value to the City. B. EXECUTION OF AGREEMENT The Scope of Services, Schedule, and Fees submitted in the proposal will be the basis of any negotiation of final terms which will lead to a completed agreement ready for execution based on the standard Agreement attached herein as Attachment 2 in the Appendix. VI. IMPLEMENTATION A. KICK-OFF MEETING A kick-off meeting will be held after award of contract. Consultant and its team will meet with City of Santa Ana staff to conduct introductions, discuss scope of services, and implementation process. B. NOTICE TO PROCEED Following the kick-off meeting, a formal Notice to Proceed (NTP) may be issued after the agreement is fully executed, and all required bonds, insurance documents and contents of the Information Packet have been received and approved. VIL PUBLIC RECORDS 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 information shall be maintained confidential, to the extent allowed under the California Public Records Act. Proposals will become public record after award of contract. Proposer information identified as proprietary information shall be maintained confidential, to the extent allowed under the California Public Records Act. City of Santa Ana RFP 18-072 :=-14 Appendix ATTACHMENT 1 SCOPE OF WORK CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR BUSH STREET BICYCLE BOULEVARD DESIGN SERVICES RFP NO.: 18-072 INTRODUCTION / PROJECT DESCRIPTION The City of Santa Ana (City) desires to enter into an Agreement with a qualified professional engineering consulting firm for the preparation PS&E package for Bush Street Bicycle Boulevard (Project). The proposed Bicycle Boulevard Project is along Bush Street from Civic Center to 1701 Street and along 15th Street from Sycamore Street to Bush Street. The scope of the Project includes installation of neighborhood traffic circles or mini -roundabouts at eight (8) intersections along the corridor, as well as signage and roadway markings connecting the Project with a low -stress bikeway to Downtown Santa Ana. The Project also includes street work at the intersections including, but not limited to: pavement, curb extensions, sidewalk, drainage and utility adjustments/relocations, signage, striping, and landscaping and irrigation where feasible. All improvements will be constructed in the Public Right of Way. The Project is funded through the Affordable Housing Sustainable Communities Programs (AHSC Program). Information regarding AHSC can be found in the Appendix of this RFP as Attachment 4. CONSULTANT SERVICES A. PROJECT COORDINATION. The Consultant shall be fully responsible for the overall management and coordination for the project, which may include, but is not limited to project development team meetings, liaison with affected agencies, and utility companies. Prepare progress report and schedule, securing permits for all field studies and any other required permits from other agencies. B. RECORDS RESEARCH. Research all information pertinent to the project including, but not limited to existing field condition, as -built plans and record drawings, right-of-way data and all future improvement plans adjacent to or affecting the project site. The selected Consultant shall identify all existing and proposed facilities within the projects limits and potential conflicts. C. SURVEY. On -the -ground field topographical survey work is required for the Consultant (and/or the Consultant's Subconsultant) using prevailing wages to identify existing horizontal and vertical features that are needed for the project. It is the Consultant's responsibility to provide only the survey necessary for the design of the bicycle boulevard on Bush Street and 15th Street. Consultant shall identify in the proposal a detail list of features the survey would include. Design level survey and base mapping of the project site shall be prepared in US Customary English units by a California licensed Land Surveyor in accordance with the City nta Ana RFP 18-072 541915 guidelines and in Microstation V8i Computer Aided design and Drafting (CADD) format. The horizontal datum shall be NAD 83 and the vertical datum shall be NAVD 88. D. WATER QUALITY. The Consultant shall coordinate with the City for the Low Impact Development (LID) requirements on the project and to prepare a Water Quality Management Plan (WQMP) for the project. Consultant shall provide BMPs with appropriate size based on treatment and peak flow rates, freight to job site and one year of maintenance to include units and cost in the engineer's cost estimate. The selection of Best Management Practices (BMPs) will always be subject to site specific conditions and the Consultant will be required to perform the research into the site specific conditions (e.g. prior contamination, depth to groundwater, soil conditions, interfering utilities, etc.) that could preclude infiltration. The Consultant shall also perform the required soils and/or infiltration testing per the Technical Guidance Documents, as necessary to design the infiltration system assuming it is the selected LID approach. Please find information and links to relevant documents and regulations at the following site: http://ocwatersheds.com/documents/wgmp. E. PLANS, SPECIFICATIONS, AND ESTIMATES (PS&E) 1. Development of Plans, Specifications and Estimate (PS&E): a) All reports, plans, specifications and quantity calculations shall conform to criteria, policies, procedures and standards of the City. The Consultant shall use the boilerplate for cut sheets, specifications and estimates provided by the City. b) The plan development shall include four (4) milestone deliverables -30%, 60%, 95% (pre -final) and 100% (final). All plan sheets shall be prepared at 20 scale unless noted otherwise. The necessary plans for each PS&E package shall include, but not be limited to: 1. Title Sheet (City boiler template) 2. Typical Cross Sections 3. Street Improvement Plan (Layout, Profile) 4. Construction Details 5. Channelization Plan (40 Scale) 6. Landscape & Irrigation Plan c) All calculations for the design and quantities shall be submitted as part of the PS&E submittal requirements. Quantities for all contract pay items shall be substantiated by calculations. Quantity calculations shall be neat and orderly and shall show all sketches, diagrams, and dimensions necessary to allow them to be independently used by field inspectors during construction. All quantity calculations shall be independently checked and substantiated with independent calculations. d) Electronic files for all CADD (in Microstation V8i), reports, and calculations shall be submitted at the end of the contract or when requested by the City. City of Santa Ana RFP 18-072 e) All electronic software developed, databases generated, spreadsheets and intellectual properties developed during the life of the Agreement shall become the properties of the City. 2. Deliverable PS&E package: a) 30% PS&E The package shall include the concept layout of the traffic circle, mini -roundabouts, bulb ouis/curb extensions, utility and drainage relocations, limits of pavement improvements, aesthetic features including planting (California native or drought tolerant plants), type of irrigation, if any, and cost estimates. b) 60%, 90%, 100% PS&E 1) The Consultant shall submit the following documents for review and approval: Each milestone submittal shall include the electronic files of the following documents: Plans, Standard Special Provisions (SSP), preliminary quantities and estimates, pay item list, design calculations and all reports supporting the design (i.e. geotechnical report, hydraulic report). 2) The City reviews and comments on the PS&E package within four (4) weeks of receipt of the complete milestone PS&E package. 3) Constructability review meeting shall take place at 60% or 90% and shall include Consultant and City engineering staff. c) Final PS&E for Approval and Bidding The Consultant shall submit one set of PDF of the following documents for construction Bid purpose: Signed final design plans Signed final specifications Final cost estimate and final quantity calculations Final design calculations 3. Construction Bidding Phase: Bidding procedures will be the responsibility of the City. While the PS&E construction package is advertising for bids, all questions concerning the intent shall be referred to the City for resolution. In the event that any item requiring interpretation in the drawings or specifications is discovered during the bidding period, said items shall be analyzed by the Consultant for decision by the City. 4. Construction Support Phase: a) This task shall be included as optional in the fee proposal. City of Santa Ana RFP 18-072 294p `47 b) Consultant shall furnish, at the consultant's sole cost and expense, all necessary revised documents and drawings due to errors and omissions of the Consultant. c) Consultant shall review and approve all submittals and shop plan drawings required to support the construction contract. Consultant shall complete shop drawings reviews within two (2) weeks of receipt. Contract Change Order reviews shall be completed within two (2) working days of receipt. t d) Consultant shall be available as requested by the City to resolve discrepancies in the contract documents. Consultant shall bring to the attention of the City any defects or deficiencies in the work by the construction contractor which the Consultant may observe. Consultant shall have no authority to issue instruction on behalf of the City, or to deputize' another to do so. e) The Consultant shall prepare and deliver to the City the final as -built' plans incorporating field marked prints supplied by the City. Upon completion of construction, the City will submit field -marked prints to Consultant. Consultant shall incorporate all changes to the plans electronically with all necessary revision notations and submit to the City. GENERAL REQUIREMENTS 1. The Consultant has total responsibility for the accuracy and completeness of the plans and related designs, specifications and estimates prepared and shall check all such materials accordingly. The plans will be reviewed by the City for conformity with the requirements of the Agreement. Reviews by the city do NOT include detailed review or checking of design or the accuracy with which such designs are depicted on the plans. The responsibility for accuracy and completeness of such items remains solely that of Consultant. 2. Consultant or its subconsultants shall not incorporate in the design any materials or equipment of single or sole source origin without written approval of the City. 3. The plans, specifications, estimates, calculations, and other documents furnished under the Agreement shall be of a quality acceptable to the City and State. The criteria for acceptance shall be a product of neat appearance, well organized, technically and grammatically correct, checked, dated, and having the maker and checker identified. The minimum standard of appearance, organization and content of the drawings shall be that of similar types produced by the City Boiler Plate. The Consultant shall modify its work as necessary to meet the level of acceptability defined by the criteria above. 4. The Consultant shall have a quality control plan in effect during the entire time work is being performed under the Agreement. The Quality control plan shall establish a process whereby plans are independently checked, corrected and back checked, and all job related correspondence and memoranda dated and received by affected persons and then bound in appropriate job files. Plan check shall also be provided by the City of Santa Ana's Design, Traffic, Construction Engineering Division, and the Orange County Fire Authority (OCFA). Reviews by the City respective Divisions and OCFA shall be coordinated by the City 5. Manuals/Standards City of Santa Ana RFP 18-072 Z5GI-1 Where applicable, engineering design of all PROJECT improvements shall be compatible and in accordance with the following: (1) City of Santa Ana Standard Plans (2) Standard Special Provisions for Public Works Construction I It will be the responsibility of the Consultant to verify that it has received the latest version or update of these documents. i 6. Street improvement plans shall adhere to City of Santa Ana Standard Plans and the Standard Special Provisions for Public Works Construction. Plans shall be computer drafted in Microstation V8i format and shall adhere to the current City of Santa Ana Public Works Agency Interagency CAD standards. 7. The Consultant's work will be subject'to inspections by representatives of the City. 8. Project progress 1. Meetings - Progress Review Meetings shall be held as deemed appropriate by the City. 2. Progress Reporting - Progress Reports shall be submitted at monthly intervals, indicating progress achieved during the reporting period in relation to the progress scheduled. 3. Project Schedule - The Consultant shall prepare the project schedule in Microsoft Project format. The project schedule should break the tasks and subtasks. Any major change to the project schedule must be approved by the City. PAYMENT AND INVOICING: Selected Consultant shall invoice the City based on time and material according to the City's standard invoice template. Tasks and hours shall be clearly identified and all rates must match those included in the approved agreement. City shall retain ten percent (10%) of the invoice amount from each payment until the completed Project has been accepted by the City. City Responsibilities: The City will provide information in its possession relevant to the preparation of the required information in the RFP. The City will provide only the staff assistance and the documentation specifically in referred to herein. • Utility notice and coordination • Furnish scope of work and provide general direction as needed for the assigned project • All plan check coordination within the City • Advertise, award, and administer of construction contract • Electronic files (sample plans & specifications, City of Santa Ana's CADD Standards) • Electronic files for title sheets and sheet borders • Facilitate meeting space and coordination and City facilities Consultant Responsibilities: Consultant shall provide all required insurance as outlined in Attachment 2 and Attachment 4 of this RFP. City of Santa Ana RFP 18-072 23 - Appendix ATTACHMENT 2 I STANDARD AGREEMENT CONSULTANT AGREEMENT CITY OF SANTA ANA THIS AGREEMENT is made and entered into this day of , 2018 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: An engineering firm to provide design services which will result in the provision of Contract Documents for the "Bush Street Bicycle Boulevard" project. 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 under this Agreement shall not exceed $xxxxxx during the term of this Agreement, including any extension periods exercised under Section 3. City of Santa Ana RFP 20 b. Payment by City shall be made within 45 days (forty-five) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in �he Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on [enter a Start Date or "the date first written above"] for a number (#) year term with the option for the City to grant up to a number M -year renewals, exercisable by a writing by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 16, below. 4. PREVAILING WAGES Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the services being performed are part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 5. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not City of Santa Ana RFP Page A2-2 25G-21 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, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. I Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: i. Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. ii. Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. iii. Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. iv. Consultant shall supply City with a fully executed additional insured endorsement. City of Santa Ana RFP Page A2-3 25G-22 f. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 8. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury,' including death, and claims for property damage, which may arise from the negligent operations of the Consultant, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the ternis 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 terns of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 9. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 10. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. City of Santa Ana RFP Page A2-4 25G-23 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. i 11. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 12. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services. Conflict may be further specified in Certifications - Exhibit C, attached hereto and incorporated in this Agreement by reference. 13. DISCREVIINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations and as further specified in Certifications - Exhibit C, attached hereto and incorporated in this Agreement by`reference. 14. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or City of Santa Ana RFP Page A2-5 25G-24 otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. 15. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation' or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 16. TERMNATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 17. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 18. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. City of Santa Ana RFP Page A2-6 25G-25 19. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 20. MISCELLANEOUS PROVISIONS a. Additional provisions, if any, are identified as Additional Provisions, Exhibit D, attached hereto and incorporated into this Agreement by reference. No Exhibit D is attached in the absence of additional provisions. b. 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. C. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 21. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: City of Santa Ana RFP Page A2-7 25G-26 To City: Clerk of the City Cou�cil City of Santa Ana 20 Civic Center Plaza.(M-30) P.O. Box 1988 Santa Ana, CA 927021-1988 Fax: 714- 647-6956 With courtesy copies to: Fuad S. Sweiss, PE, PLS Sonia R. Carvalho Executive Director, Public Works Agency City Attorney City of Santa Ana City of Santa Ana 20 Civic Center Plaza (M-21) 20 Civic Center Plaza (M-29) P.O. Box 1988 P.O. Box 1988 Santa Ana, California 92702 Santa Ana, California 92702 Fax: 714- 647-5635 Fax: 714- 647-6515 To Consultant: First & Last Name: Title: Consultant Finn Name: Address: City, State, Zip: Phone: 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. 25G-27 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Maria D. Huizar Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney Bv: John Funk Assistant City Attorney RECOMMENDED FOR APPROVAL: FUAD S. SWEISS, PE, PLS Executive Director Public Works Agency Rev. 6-29-2018 CITY OF SANTA ANA i Raul Godinez II City Manager CONSULTANT: (name) (title) Tax ID 25G-28 SCOPE OF SERVICES City of Santa Ana RFP Page A2-10 25G-29 EXB IBIT B COMPENSATION Fee Proposal including hourly rates City of Santa Ana RFP Page A2-11 25G-30 .n: CERTIFICATIONS C -I through C-3 City of Santa Ana RFP Page A2-12 25G-31 Appendix ATTACHMENT 3-1: NON -COLLUSION AFFIDAVIT CERTIFICATIONS NON -COLLUSION AFFIDAVIT (Title 23 United States Code Section 112 and Public Contract Code Section 7106) To the CITY OF SANTA ANA DEPARTMENT OF PUBLIC WORKS In accordance with Title 23 United States Code Section 112 and Public Contract Code 7106 the BIDDER declares that the bid is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the bid is genuine and not collusive or sham; that the BIDDER has not directly or indirectly induced or solicited any other BIDDER to put in a false or sham bid, and has not directly or indirectly colluded, conspired, connived or agreed with any BIDDER or anyone else to put in a sham bid, or that anyone shall refrain from bidding; that the BIDDER has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the BIDDER or any BIDDER, or to fix any overhead, profit, or cost element of the bid price, or of that of any other BIDDER, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the bid are true; and, further, that the BIDDER has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid. Note: The above Non -collusion Affidavit is part of the Proposal. Signing this Proposal on the signature portion thereof shall also constitute signature of this Non -collusion Affidavit. BIDDERS are cautioned that making a false certification may subject the certifier to criminal prosecution. Signed State of California County of Subscribed and sworn to (or affirmed) before me on this day of 1 20� by , proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me. Notary Public Signature Notary Public Seal City of Santa Ana RFP M132 Appendix ATTACHMENT 3-2: NON -LOBBYING CERTIFICATION CERTIFICATIONS The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: 1. No federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement. 2. If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence any officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this federal contract, grant loan, loan or cooperative agreement, the undersigned shall complete and submit a "Disclosure of Lobbying Activities". This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U. S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier subcontracts, which exceed $100,000 and that all such sub recipients shall certify and disclose accordingly. Firm Signed and Printed Name: Title Date City of Santa Ana RFP 2593 Appendix ATTACHMENT 3-3: NON-DISCRIMINATION CERTIFICATION CERTIFICATIONS The undersigned consultant or corporate officer, during the performance of this contract, certifies as follows: 1. The Consultant shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Consultant shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without, regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection, for training, including apprenticeship. The Consultant agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. 2. The Consultant shall, in all solicitations or advertisements for employees placed by or on behalf of the Consultant, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. 3. The Consultant shall send to each labor union or representative of workers with which he/she has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Consultant's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4. The Consultant shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. 5. The Consultant shall furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his/her books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation, to ascertain compliance with such rules, regulations, and orders. 6. In the event of the Consultant's non-compliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, the contract may be canceled, terminated, or suspended in whole or in part and the Consultant may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Execution Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulations, or order of the Secretary of Labor, or as otherwise provided by law. 7. The Consultant shall include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted City of Santa Ana RFP ZSG3-34 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. Pursuant to California Labor Code Section 1735, as added by Chapter 643 Stats. 1939, and as amended, No discrimination shall be made in the employment of persons upon public works because of race, religious creed, color, national origin, ancestry, physical handicaps, mental condition, marital status, or sex of such persons, except as provided in Section 1420, and any consultant of public works violating this Section is subject to all the penalties imposed for a violation of the Chapter. Signed: Title: Firm: Date: City of Santa Ana RFP 235 Appendix ATTACHMENT 4 FUNDING PROVISIONS City of Santa Ana RFP 18-072 LSV326 Article I. AHSC General Overview Section 100. Purpose and Scope i(a) The purpose of these Program Guidelines is to implement Division 44, Part 1 of the Public Resources Code (PRC) (commencing with Section 75200), which establishes the Affordable Housing and Sustainable Communities (AHSC) Program, hereinafter referred to as the AHSC Program. (b) The purpose of the AHSC Program is to reduce greenhouse gas (GHG) emissions through projects that implement land -use, housing, transportation, and agricultural land preservation practices to support infill and compact development, and that support related and coordinated public policy objectives, including the following: (1) reducing air pollution; (2) improving conditions in disadvantaged communities; (3) supporting or improving public health and other co -benefits as defined in Section 39712 of the Health and Safety Code; (4) improving connectivity and accessibility to jobs, housing, and services; (5) increasing options for mobility, including the implementation of the Active Transportation Program established pursuant to Section 2380 of the Streets and Highway Code; (6) increasing transit ridership; (7) preserving and developing affordable housing for lower income households, as defined in Section 50079.5 of the Health and Safety Code; and (8) protecting agricultural lands to support infill development. http://sgc.ca.gov/programs/ahsc/docs/20171024-AHSC-1 6-17—Gu ideli nes. pdf 2017 AHSC Program Guidelines - 3 - July 2017 25G-37 Section 101. AHSC Program Overview The AHSC Program furthers the purposes of AB 32 (Chapter 488, Statues 2006) and SB 375 (Chapter 728, Statutes, 2008) by investing in projects that reduce GHG emissions by supporting more -compact, infill development patterns, encouraging active transportation and transit usage, and protecting agricultural land from sprawl development. Funding for the AHSC Program is provided from the Greenhouse Gas Reduction Fund (GGRF), an account established to receive Cap -and -Trade auction proceeds. The Cap -and -Trade Program, a key strategy for achieving the GHG emission reduction goals of AB 32, issues a limited number of GHG emissions permits (called allowances) each year. A portion of these allowances can be purchased from the State at quarterly auctions, thereby generating auction proceeds. These State auction proceeds are then deposited in the GGRF, where they become available for appropriation by the Legislature to further the purposes of AB 32. The AHSC Program is administered by the Strategic Growth Council (Council). The Department of Housing and Community Development (Department) will implement the transportation, housing and infrastructure component of the AHSC Program. The Council staff will coordinate efforts with Department staff, working with the California Air Resources Board (ARB) and the Council to administer the broader AHSC Program, including developing program guidelines, evaluating applications, preparing agreements, monitoring agreement implementation, and program reporting. The Council will coordinate with ARB to develop and incorporate consistent guidance in the following areas, which will apply to all GGRF programs, including the AHSC Program: • Expenditure records to ensure investments further the goals of AB 32. SB 535 (Chapter 830, Statutes 2012) and AB 1550 requirements to maximize benefits to Disadvantaged Communities and Low -Income Communities. • Consistent methodologies for quantifying GHG reductions and other economic, environmental and public health co -benefits. • Project tracking and reporting. The AHSC Program will provide grants and/or loans to projects that will achieve GHG reductions and benefit Disadvantaged Communities and Low -Income Communities through increasing accessibility of affordable housing, employment centers and Key Destinations via low -carbon transportation resulting in fewer vehicle miles traveled (VMT) through shortened or reduced vehicle trip length or mode shift to transit, bicycling or walking. Three project prototypes have been identified to implement this strategy: 1) Transit Oriented Development (TOD) Project Areas, or 2) Integrated Connectivity Project (ICP) Project Areas, or 3) Rural Innovation Project Areas (RIPA). Funds will be allocated through a competitive process, based on the merits of applications submitted and the proposed use of funds within the identified Project Area. The threshold requirements and application selection criteria focus on the extent to which developments realize the AHSC Program's objectives of reducing GHG emissions, benefiting Disadvantaged Communities and Low -Income Communities, providing affordable housing, demonstrating project readiness, and meeting other policy considerations. 2017AHSC Program Guidelines - 4 - July 2017 25G-38 Insurance Requirements for Capital Projects These insurance requirements govern insurance coverage on the Capital Projects improved using grant funding from the Department's Affordable Housing and Sustainable Communities Program. The Department reserves the right to revise and vary these requirements based on, among other items, the availability of coverage, current insurance industry standards and concerns specific to the insured property. Recipients of Department grants are responsible for carrying the minimum required insurance coverage according to this Disbursement Agreement. Insurance coverage meeting the following requirements will be deemed by the Department to be in compliance with this Disbursement Agreement. Submit a certificate of insurance (or other evidence) that acknowledges the Department's security interest and has appropriate coverage in force for property and liability exposures as follows: GENERAL REQUIREMENTS: a. Copy of its commercial general liability policy and its excess policy or binder until such time as a policy is available, including the declarations page, applicable endorsements, riders, and other modifications in effect at the time of contract execution. Standard ISO form No. CG 0001 or similar exclusions are allowed if not inconsistent with Section 2, "Indemnification and Insurance." Allowance of additional exclusions is at the discretion of the Department. b. Certificate of insurance showing all other required coverages. Certificates of insurance, as evidence of required insurance for the auto liability and any other required policy, shall set forth deductible amounts applicable to each policy and all exclusions that are added by endorsement to each policy. The evidence of insurance shall provide that no cancellation, lapse, or reduction of coverage will occur without 10 days prior written notice to the Department. C. A declaration under the penalty of perjury by a certified public accountant certifying the accountant has applied Generally Accepted Accounting Principles (GAAP) guidelines confirming the Recipient has sufficient funds and resources to cover any self-insured retentions if the self-insured retention is $50,000 or higher. 25G-39 If the Recipient uses any form of self-insurance for workers compensation in lieu of an insurance policy, it shall submit a certificate of consent to self -insure in accordance with the provisions of Section 3700 of the Labor Code. 2. INDEMNIFICATION AND INSURANCE: The Contractor's obligations regarding indemnification of the State of California and the requirements for insurance shall conform to the provisions in Section 2(a), "Indemnification," and Section 2(b), "Insurance," of Section 2. a. INDEMNIFICATION: 1. The Contractor shall defend, indemnify, and save harmless the State, including its officers, employees, and agents (excluding agents who are design professionals) from any and all claims, demands, causes of action, damages, costs, expenses, actual attorneys' fees, losses or liabilities, in law or in equity arising out of or in connection with the Contractor's performance of this contract for: 2. Bodily injury including, but not limited to, bodily injury, sickness or disease, emotional injury or death to persons, including, but not limited to, the public, any employees or agents of the Contractor, the State, or any other contractor; and 3. Damage to property of anyone including loss of use thereof; caused or alleged to be caused in whole or in part- by any negligent or otherwise legally actionable act or omission of the Contractor or anyone directly or indirectly employed by the Contractor or anyone for whose acts the Contractor may be liable. 4. Except as otherwise provided by law, these requirements apply regardless of the existence or degree of fault of the State. The Contractor is not obligated to indemnify the State for Claims arising from conduct delineated in Civil Code Section 2782 and to Claims arising from any defective or substandard condition of the highway that existed at or before the start of work, unless this condition has been changed by the work or the scope of the work requires the Contractor to maintain existing highway facilities and the Claim arises from the Contractor's failure to maintain. The Contractor's defense and indemnity obligation shall extend to Claims arising after the work is completed and accepted if the Claims are directly related to alleged acts or omissions by the Contractor that occurred during 25G-40 the course of the work. State inspection is not a waiver of full compliance with these requirements. 1 5. The Contractor's obligation to defend and indemnify shall not be excused because of the Contractor's inability to evaluate liability or because the Contractor evaluates liability and determine that the Contractor is not liable. The Contractor shall respond within 30 days to the tender of any Claim for defense and indemnity by the State, unless this time has been extended by the State. If the Contractor fails to accept or reject a tender of defense and indemnity within 30 days, in addition to any other remedy authorized by law, the Department may withhold such funds the State reasonably considers necessary for its defense and indemnity until disposition has been made of the Claim or until the Contractor accepts or rejects the tender of defense, whichever occurs first. With respect to third -party claims against the Contractor, the Contractor waives all rights of any type to express or implied indemnity against the State, its officers, employees, or agents (excluding agents who are design professionals). 7. Nothing in the Contract is intended to establish a standard of care owed to any member of the public or to extend to the public the status of a third -party beneficiary for any of these indemnification specifications. b. INSURANCE Nothing in the contract is intended to establish a standard of care owed to any member of the public or to extend to the public the status of a third -party beneficiary for any of these insurance specifications. C. CASUALTY INSURANCE The Contractor shall procure and maintain insurance on all of its operations with companies acceptable to the State as follows: A. The Contractor shall keep all insurance in full force and effect from the beginning of the work through contract acceptance. B. All insurance shall be with an insurance company with a rating from A.M. Best Financial Strength Rating of A- or better and a Financial Size Category of VII or better. 25G-41 C. The Contractor shall maintain completed operations coverage with a carrier acceptable to the State through the expiration of the patent deficiency in construction statute of repose set forth in Code of Civil Procedure Section 337.1. WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY INSURANCE In accordance with Labor Code Section 1860, the Contractor shall secure the payment of worker's compensation in accordance with Labor Code Section 3700. 2. In accordance with Labor Code Section 1861, the Contractor shall submit to the Department the following certification before performing the work: A. I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract. 3. Contract execution constitutes certification submittal. 4. The Contractor shall provide Employer's Liability Insurance in amounts not less than: A. $1,000,000 for each accident for bodily injury by accident B. $1,000,000 policy limit for bodily injury by disease C. $1,000,000 for each employee for bodily injury by disease 5. If there is an exposure of injury to the Contractor's employees under the U.S. Longshoremen's and Harbor Workers' Compensation Act, the Jones Act, or under laws, regulations, or statutes applicable to maritime employees, coverage shall be included for such injuries or claims. e. GENERAL LIABILITY INSURANCE The Contractor shall carry General Liability and Umbrella or Excess Liability Insurance covering all operations by or on behalf of the Contractor providing insurance for bodily injury liability and property damage liability for the following limits and including coverage for: 25G-42 A. Premises', operations and mobileequipment B. Products, and completed operations ' C... Broad form property damage ,(including completed operations), , D Explosion collapse, and underground hazards E , Personal hjury.. F. " Contractual liability'. 2. The Contractor, shall not require certified SmaIL Business subcontractors to.'carry Liability Insurance that exceedscthe limits in rj ?Section 2(f)(1), "Liability Limits/Additional 'Insureds; of these: specifications The maximum required Liability Insurance limits`in' Section 2(f)(1)';'."'Liability'- Limits/Addltion'al Insureds;". of ;,these ;'specifications shall apply to certified Small Business subcontractors _'for work performed ori the project,_regardless of tier. The provisions of, Section 2(0(1), "Liability' Limits/Additional' Insureds;" shall,'be included in all subcontracts for all tier's LIABILITY LIMITS/ADDITIONAL INSUREDS 1. The limits ,of liability shall be least the amounis,shown in the following table: . Construction For Each Aggregate for ,General ": 'Umbrella or Contract Occurrence Products/ Aggregate2, Excess Amount 4 - ' -Completed Liability3. �'.O eration :5$1,000,000, $1,000,000 $2,000,000 $2,000,000 "$5,000,000 >$1;000,000 :5$15,000,000: :$1,000,000', $2,000,000 $2,000;000 .$]0,000,000 >$15,000,000 :_$25,000,000' $2,000,000 $2;000'000 .. '$a,660,00& $15;000 000 >$25,000,000 $2,000,000 $2,000;000 ..'• $4,000,00011.$25;000',000 1.' Combined single limit for bodily injury and, property'damage;. 2 hsshall apply, separately to the .Contractor's work:tinder this contract 3. The' umbrella or excess policy shall•contain.a clause stating -that it takes effect (drops down) in the event the primary limits are impaired or exhausted. 4. "Construction Contract Amount" is the total amount of the construction contractall ora portion of which is funded -with AHSC funds. 2. The State, including its officers, directors, agents (excluding agents who are design professionals), and employees, shall be named as additional insureds under the General Liability and Umbrella Liability 25G-43 Policies with respect to liability arising out of or connected with work or operations performed by or on behalf of the Contractor under this contract. I Coverage for such additional insureds does not extend to liability: A. Arising from any defective or substandard condition oflthe roadway which existed at or before the time the Contractor started work, unless such condition has been changed by'the work or the scope of the work requires the Contractor to maintain existing roadway facilities and the claim arises from the Contractor's failure to maintain; B. For claims occurring after the work is completed and accepted unless these claims are directly related to alleged acts or omissions of the Contractor that occurred during the course of the work; or C. To the extent prohibited by Insurance Code Section 11580.04 3. Additional insured coverage shall be provided by a policy provision or by an endorsement providing coverage at least as broad as Additional Insured (Form B) endorsement form CG 2010, as published by the Insurance Services Office (ISO), or other form designated by the Department. g. CONTRACTOR'S INSURANCE POLICY IS PRIMARY The policy shall stipulate that the insurance afforded the additional insureds applies as primary insurance. Any other insurance or self-insurance maintained by the State is excess only and shall not be called upon to contribute with this insurance. h. AUTOMOBILE LIABILITY INSURANCE The Contractor shall carry automobile liability insurance, including coverage for all owned, hired, and non -owned automobiles. The primary limits of liability shall be not less than $1,000,000 combined single limit each accident for bodily injury and property damage. The umbrella or excess liability coverage required under Section 2 (f)(1) also applies to automobile liability. POLICY FORMS, ENDORSEMENTS, AND CERTIFICATES The Contractor shall provide its General Liability Insurance under Commercial General Liability policy form No. CG0001 as published by the Insurance Services Office (ISO) or under a policy form at least as broad as policy form No. CG0001. 25G-44 DEDUCTIBLES The State may expressly allow deductible clauses, which it does not consider excessive, overly broad, or harmful to the interests of the State. Regardless of the allowance of exclusions or deductions by the State, the Contractor is responsible for any'deductible amount and shall warrant that the coverage provided to the State is in accordance with Section 2(b), "Insurance." 1. The Department may assure the Contractor's compliance with its insurance obligations. Ten days before an insurance policy lapses or is canceled during the contract period, the Contractor shall submit to the Department evidence of renewal or replacement of the policy. 2. If the Contractor fails to maintain any required insurance coverage, the Department may maintain this coverage and withhold or charge the expense to the Contractor or terminate the Contractor's control of the work. 3. The Contractor is not relieved of its duties and responsibilities to indemnify, defend, and hold harmless the State, its officers, agents, and employees by the Department's acceptance of insurance policies and certificates. 4. Minimum insurance coverage amounts do not relieve the Contractor for liability in excess of such coverage, nor do they preclude the State from taking other actions available to it, including the withholding of funds under this contract. 25G-45 25G-46 AGREEMENT TO PROVIDE ENGINEERING DESIGN SERVICES FOR BUSH STREET BICYCLE BOULEVARD THIS AGREEMENT is made and entered into on this 15th day of January, 2019 by and between KOA 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"). I � RECITALS A. On October 15, 2018, the City issued Request for Proposal No. 18-072 by which it sought a consultant to provide professional engineering design services for the Bush Street Bicycle Boulevard Project. B. Consultant submitted a responsive proposal that was selected by the City. Consultant represents that it is able and willing to provide the services described in the scope of work that was included in RFP No. 18-072. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall perform the services described in the scope of work that was included in RFP No. 18-072 and as more specifically delineated in Consultant's proposal, which is attached as Exhibit A and incorporated in full. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services under this Agreement, the rates and charges identified in Exhibit B. The total sum to be expended under this Agreement, including any extension periods, shall not exceed $142,984. This sum is comprised of (1) the base amount of $129,985 and (2) a 10% contingency in the amount of $12,999 for additional services at the City's sole discretion. b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work. performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. City shall retain ten percent (10%) of the invoice amount from each payment until the completed work has been accepted by City. EXHIBIT 2 Page 1 of 8 25G-47 [cry a"U q This Agreement shall commence on the date first written above and terminate on January 14, 2021, unless terminated earlier in accordance with Section 16 below. The term of this Agreement may be extended for two 1 -year periods upon a writing executed by the City Manager and the City Attorney. 4. PREVAILING WAGES Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the services being performed are part of an applicable "Public works", or "maintenance" project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 5. INDEPENDENT CONTRACTOR Consultant shall, during the entire tern of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and. wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. Page 2 of 8 25G-48 7. INSURANCE Prior to undertaking performance lof work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers land representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000=000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: i. Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. ii. Certificates of insurance shall be fumished to the City upon execution of this Agreement and shall be approved by the City. iii. Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. iv. Where the amounts or coverage provided by the certificates of insurance provides coverage greater than those listed by this Agreement, the amounts provided by the certificates of insurance shall be incorporated by reference into the Agreement. V. Consultant shall supply City with a fully executed additional insured endorsement. Page 3 of 8 25G-49 If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the',right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City S. 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 terns of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 9. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. inl�tixK� • � y 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 longerperiod 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. Page 4 of 8 25G-50 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. i 11. CONFIDENTLALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 12. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with 'performance of services specified under this Agreement. 13. NON-DISCRIIVIINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or in connection with any activities under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 14. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. Page 5 of 8 25G-51 15. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 16. TERMINATION This Agreement maybe terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive, and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 17. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver mmless the writing so specifies. 18. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 19. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be Page 6 of 8 25G-52 cause for termination of this Agreement. 20. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988. Santa Ana, CA 92702-1988 Fax: 714- 647-6956 With courtesy copies to: Executive Director Public Works Agency City of Santa Ana 20 Civic Center Plaza (M-21) P,O. Box 1988 Santa Ana, CA 92702 Fax 714-647-5635 To Consultant: KOA Corporation 2141 W. Orangewood Avenue Orange, CA 92868 Attn: Chuck Stephan, Vice President 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 7 of 8 25G-53 21. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for, any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Maria D, Huizar Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney John M.Funk Assistant City Attorney RECOMMENDED FOR APPROVAL: Fuad S. Sweiss, PE, PLS Executive Director Public Works Agency CITY OF SANTA ANA Raul Godinez II City Manager CONSULTANT: By: Title: Page 8 of 8 25G-54 I! .1 1 rl� I/V (UPDATED) PROPOSAL BUSH STREET BICYCLE BOULEVARD DESIGN SERVICES RFP NO. 18-072 IN THE CITY OF SANTA ANA EXHIBIT A CITY OF SANTA ANA KLA 25G-55 DECEMBER 19, 2018 TO i Dear Mr. Nguyen: Mr. Kenny Nguyen City of Santa Ana KOA Is excited to submit this proposal package to the City of Santa Public Works Agency; M-36 Ana for providing professional engineering design services for the 20 Civic Center Plaza Bush Street Bicycle Boulevard. KOA has the experience and resources ; required to assist the City with Implementing the project in a timely and 4 cost-efficient manner. We also provide value-added services, Including sustainable green design, public outreach, grant management, and 2141W OiangewooilrA4enue, Orange CA 92868 '-',� y t Vice President 7141739534 ti ,t T: 714.573.0317 f•� _,: }T,7145730317Ir MONTEREY PARK ORANGEfON�ARIO SAN, SANDIEDIEGO,m � s ( � , ZIP "* 9 RFP NO. 18-072 �_ _ F F 1� n Y ". 3 'ICY Y• j!� with bike -related design and are eager to assist the City of Santa Ana sti .i a i tt projects KOA conducts in Orange County. Veteran KOA team firms, 4 l +r NUVIS, Guide, and Twining will provide landscape architecture, land .(i surveying, and potholing services, respectively. We are excited to team Mr. Ray Wang together for this project and to showcase to the City of Santa Ana the Project Manager many possibilities for the bike boulevard. T: 714.573.0317 CONTRACT AGREEMENT STATEMENT Twang@koacorp.com KOA concurs with all provisions as contained in the sample agreement provided in the RFP. Attached is our technical proposal. Please contact Mr. Wang (contact information is on the left) if you wish to discuss this proposal further or if you have questions regarding our submittal. cerel , u k Stephan TO i Dear Mr. Nguyen: Mr. Kenny Nguyen City of Santa Ana KOA Is excited to submit this proposal package to the City of Santa Public Works Agency; M-36 Ana for providing professional engineering design services for the 20 Civic Center Plaza Bush Street Bicycle Boulevard. KOA has the experience and resources Santa Ana, CA 92701 required to assist the City with Implementing the project in a timely and cost-efficient manner. We also provide value-added services, Including sustainable green design, public outreach, grant management, and FROM construction management. Mr. Chuck Stephan We have had the pleasure of providing professional engineering Vice President services on a variety of bike -related projects with street improvement, cstephan@koacorp.com traffic calming, and traffic signal elements. We are incredibly proud of T: 714.573.0317 our bike boulevard work, including the Vista Street Bicycle Boulevard R 714.573.9534 and 10 -mile Daisy -Myrtle Bicycle Boulevard for the City of Long Beach, the latter of which has recently completed construction. KOA is currently designing a 3 -mile bike boulevard for them. Our cycle track project along RFP NO. 18-072 EI Camino Real for the City of San Clemente was constructed last year Bush Street Bicycle and we have the 3rd and Broadway Cycle Track project in the City of Boulevard Design Services Long Beach that has recently started construction. We are very familiar with bike -related design and are eager to assist the City of Santa Ana with designing and implementing the Bush Street Bicycle Boulevard. DATE November 1, 2018 Ms Min Zhou will be the principal -in -charge, as she is for all bike -related projects KOA conducts in Orange County. Veteran KOA team firms, NUVIS, Guide, and Twining will provide landscape architecture, land PRIMARY CONTACTS surveying, and potholing services, respectively. We are excited to team Mr. Ray Wang together for this project and to showcase to the City of Santa Ana the Project Manager many possibilities for the bike boulevard. T: 714.573.0317 CONTRACT AGREEMENT STATEMENT Twang@koacorp.com KOA concurs with all provisions as contained in the sample agreement provided in the RFP. Attached is our technical proposal. Please contact Mr. Wang (contact information is on the left) if you wish to discuss this proposal further or if you have questions regarding our submittal. cerel , u k Stephan ice President FIRM AND TEAM EXPERIENCE FIRM PROFILE Founded in 1987, KOA is a leading provider in traffic engineering, transportation planning and construction management services for public agencies and private sector clients. We offer our clients technical knowledge, innovative solutions and responsive services. Thel hallmark of our success is our dedication to each and every project and our desire to leave a legacy of extraordinary contributions to our communities. Our staff includes certified transportation planners, registered civil and traffic engineers, project/construction managers, and construction inspectors. With four offices located in Southern California, KOA has provided engineering services for some of the largest public works and transportation planning projects throughout California. KLA TYPES OF SERVICES Civil Engineering Traffic Engineering Transportation Planning Active Transportation Highway & Transportation Design Program Management Construction Management YEAR FOUNDED 1987 As a multidisciplinary firm with 100 employees, the proposed KOA FORM OF THE staff (key and support) regularly works together on design and active ORGANIZATION transportation projects, including those previously listed. We can assign S Corporation staff from any office in the firm, as needed. RESUMES OF PROJECT TEAM & KEY PERSONNEL Resumes for our key project staff are attached at the end of this proposal. Our primary staff will consist of the project manager, assistant project manager, principal -in -charge, and the QA/QC manager. Additional key proposed staff Include KOA and subconsultant task leaders. The main contact will be the proposed project manager, Mr. Ray Wang. He will be supported by the assistant project manager, Ms. Thao Le, who can be contacted when Mr. Wang is not available. Key staff assignments are shown in the organization chart on the following page. We have assembled a strong team of active transportation designers for the Bush Street Bicycle Boulevard project. The project design will be led by project manager, Mr. Ray Wang, PE, due to his 23 years of experience with street improvement projects, green design, and water quality management. He will focus on utility, drainage, pavement, rehabilitation, ADA compliance, and water quality issues. Ms. Theo Le is the assistant project manager and will be the main point of contact for the project. She has been involved with more than 14 miles of bike boulevard design, having designed traffic calming treatments such as roundabouts, traffic circles, bulb -outs, and signing and striping. She has played a big role in managing project schedules and budgets, coordinating with city and utility agencies, scheduling public outreach events, and bike boulevard design. Mr. Walter Okitsu is highly respected in the traffic engineering Industry. He leads the team in devising innovative and legally sound traffic calming and bike -focused measures. He commutes by bike to work on a daily basis, lending first-hand experience to solving bike conflict issues. ANA 25G-57 FIRM SIZE 100 Employees LOCATION OF OFFICES Monterey Park Orange Ontario San Diego PROJECT OFFICE LOCATION 2141 W Orangewood Ave Orange, CA 92868 Tel: 714.573.0317 Fax: 714.573.9534 MAIN CONTACT Mr. Ray Wang Project Manager T 714.573.0317 rwang@koacorp.com FIRM AND TEAM EXPERIENCE MwrreA i We are excited to team with NUVIS to provide landscape and Irrigation services. NUVIS is a certifI ied D/MBE and SBE firm with a local office in Costa Mesa. NUVIS has designed numerous roundabouts and traffic circles for urban environments, historical/cultural sites, and street improvement projects with bike facilities. They work with landscape, hardscape alternatives, and incorporate hard -wired and solar -powered irrigation options. We also welcome Guide Surveying, Inc. (Guide) who provides years of reliable and accurate surveying experience to our team. Headquartered in Irvine, they are a multi -disciplined land surveying firm that has provided project -based and on-call geomatics services throughout California since 1995. For bike boulevard projects, it is anticipated that topographic and point surveys will be required to a minimum 100 feet from the BCR of the intersection. Surveys will also assist us in meeting ADA compliance requirements. Twining Inc. has successfully provided geotechnical investigation services for our bike boulevard 'projects. Their services will range from identifying pavement sections and performing percolation testing for biofiltration system treatments. ORGANIZATION CHART Below is KOA's organization chart. It reflects our proposed key and support staff, each person's availability to the project, proposed subconsultant staff, and the lines of communication for completing the project. LEGEND: ■ KOA © NUVIS ED Guida ■ Tvdning (##°6) = Percent Available for the Project o sea Chuck Stephan, PE (30%) Ray Wang, PE Task Leader Alan Yasuda, EIT (35%) Perry A. Cardoza, PLA, PLSA(20%) Task Leader Ray Wang, PE Task Leader Ray Wang, PE (50%) Min Zhou, PE (20%) Thao Le, EIT (60%) Ryan Calad, PE (45%) Task Leader I Kevin Kelley, EIT (35%) Walter Okitsu, PE, PTOE, PTP (509A) Task Leader Thao Le, EIT Calvin Yoshnake. PS AMr Ghavibazoo, PHD (50%) (25%) Task Leader Task Leader BUSH STREET BICYCLE BOULEVARD DESIGN SERVICES RFP NO. 18-072 CITY OF 25G-58 UNDERSTANDING OF NEED The proposed nearly 4,100Ifoot bike boulevard extends along Bush Street,! from Civic Center Drive to 17th Street and aldng 15th Street, from Sycamore Street to Bush Street. The City proposes to construct landscaped neighborhood traffic circles/ mini roundabouts at eight Intersections. The bike boulevard will consist of signage and roadway markings. The project will provide connectivity to the existing bike boulevard south of Civic Center Drive and to the adopted bike lanes on 17th Street and Civic Center Drive. The project is located in the Midtown Specific Plan area, characterized by professional and administration offices and low-to-medium density residential land uses. The project has historic sites due to Its proximity to the Downtown Historic District. It will be Important to balance the neighborhood aesthetic of the historical sites with the everyday needs of the surrounding residential and business community, including landscape and signage components. We understand that the City is looking for cost- effective and as -needed custom treatments that best fit the City's character and goals. KOA will closely examine the traffic operations, community and interagency response, civil and utility constraints, and funding requirements to produce a constructible, cost-effective quality design for a safe and Inviting bike boulevard. We propose the following services to adequately serve the project. PROJECT MANAGEMENT & COORDINATION The kick-off meeting with City staff will establish a clear understanding of roles, responsibilities, contacts, scope of work, and schedule. We recommend monthly conference calls with City staff for the projects duration to discuss progress and concerns. UTILITY AND RECORDS RESEARCH Utility research and obtaining City records for as- builts, traffic data, and City boiler -plate items will be for the project, as many utility covers exist at proposed treatment locations. KOA will coordinate with utility agencies as needed for the design of traffic calming measures. KLA BIKE RIDE We recommend conducting a bike ride with key City staff members to further familiarize the team with the corridor, identify issues, and agree on proposed treatments. i 30% PS&E KOA will produce a 30% conceptual plan identifying proposed treatments that may include traffic circles, bulb -outs, biofiltration swales, detention basins, box drains, a traffic signal at the intersection of Main Street and 15th Street, raised intersections, signing and striping, bike racks, and wayfinding signs. 60%,90%, 100%, AND FINAL PS&E KOA will prepare a complete set of plans, standard special provisions, and cost estimates for the 60%, 90%, 100%, and final submittals. KOA will meet with the City to address comments for each. Additional field review, coordination with utility agencies, or permitting will be conducted during the 60% design stage. Our final submittal will be a stamped and signed PS&E package for bidding. KOA has the staff resources to provide construction assistance and construction management. HYDROLOGY AND HYDRAULIC STUDY Since we are redefining drainage flow lines at certain locations of the project, it may be necessary to perform hydrology and hydraulic studies to ensure proper channelization of drainage. QA/QC KOA follows a thorough QA/QC process that involves the assistant engineer, project manager, and an independent reviewer. The independent reviewer acts as a safety net, reviewing the PS&E package.for constructability and feasibility. Our QA/ QC process ensures the quality and accuracy of our designs and that our treatments are the most beneficial and cost-effective to the project. BUSH STREET BICYCLE BOULEVARD DESIGN SERVICES RFP NO. 18-072 CITY OF 25G-59 CREATIVE CONCEPTS KLA KOA conducted a field review of the project site to identify issues and opportunities. Field observations were conducted on a Monday morning and also a Friday evening during rush hour. UTILITY CONFLICTS There are a number of'utility manhole covers at proposed traffic circle locations. There are other utility obstructions such as SCE vaults and vents. Many of the manhole and utility covers are in the center of the circle that otherwise would be the ideal location for a tree to be planted. To work around these obstacles, we recommend implementing low-lying shrubbery or hardscape treatments. Designing temporary irrigation for only the plant establishment period is a good alternative if permanent irrigation connections are problematic. Connection to the irrigation controller may require additional SCE coordination and fee for design. DRAINAGE Drainage and catch basins will be critical at project locations like the bulb -outs at the intersection of Bush Street and 10th Street. Considering the skewed angle of the intersection, the bulb -outs could extend a distance into Bush Street. In an effort to avoid relocating catch basins to provide adequate drainage, KOA will evaluate the option of implementing biofiltration swales or detention basins in the bulb -out corners. The swales would either lead to existing catch basins or around corners and provide a water quality management benefit. We may obtain geotechnical studies to gauge infiltration rates of the native soil to support the swales. Hydrology and hydraulic studies may be performed to evaluate the proper drainage channels. We will evaluate the design of curb cuts or box drains in the bulb -outs. A detention basin example is at our recently constructed roundabout at the intersection of Myrtle Avenue and Harding Street, in the City of Long Beach, shown below. F y" �� yam.. r ew� � .L4• ,�� 4 MANEUVERABILITY In designing traffic circles, we assume a long wheelbase truck, trailer, or bus that needs to turn left must turn in front of the center circle rather than go around it. None of the intersections are large enough to accommodate an AerialCat 101 fire truck going around the circle. Using the design experience KOA gained from the Vista Street, Daisy Avenue, and Delta Avenue bike boulevard projects in Long Beach, we will develop a solution that accommodates larger vehicles that must occasionally travel through the project intersection. If curb extensions impede the path of larger vehicles, painted bulb -outs with flexible delineators may be proposed instead. KOA CITY OF 25G-60 y CREATIVE CONCEPTS will work with City staff and Orange County Fire Authority for the design. An example could be our recently TOUCAN SIGNAL At the Main Street and 15th Street intersection, we observed heavy traffic on Main Street, making 15th Street Impractical as a bike boulevard unless crossing Main Street is made easier for bicyclists and pedestrians. KOA will explore the option of installing a partial TOUCAN signal with vehicle restrictions in the east -west direction, similar to the concept shown below. Photo Credit: Google A couple of other issues include poor pavement conditions observed in the northern section of Bush Street and the number of curb ramps not meeting ADA compliance. KOA will further discuss the options for rehabilitating pavement and curb ramp conditions. The City proposes green -backed sharrow markings along the bike boulevard. This will require additional timing and funding, as the City will need to obtain permission to experiment from FHWA and also perform "before" and "after" studies. F SANTA ANA 25G-61 G RELEVANT PROJECT EXPERIENCE WITH REFERENCES The City is seeking a qualified engineering firm to provide design services for the Bush Street Bicycle Boulevard. KOA Is the perfect company to take on this project. We have been successful in providing design, outreach, grant management, and construction support services to deliver bike boulevard projects from the planning and concept phase through to construction. We have been fortunate in designing bike -related and bike boulevard projects in urban settings for public agencies across Southern California, including the cities of Costa Mesa, San Clemente, Irvine, San Juan Capistrano, Long Beach, Wildomar, Pasadena, and many others. Our projects have included the design of roundabouts with bulb -out corners and biofiltration swales, landscaped traffic circles, median refuges for pedestrian and bicycle crossings, traffic signals with bicycle -only access, bike detectors, signing and striping, and wayfinding signage. We have built a strong foundation of understanding the needs of a community to connect residents and businesses by providing safe and accessible active transportation opportunities. K! -A Over the course'of conducting our bike boulevard projects, we have learned that providing proper and cost-effective drainage solutions for roundabout, traffic circle, and bulb -out treatments is fundamental to the feasibility' and constructability of the project. It is important to provide maximum traffic calming benefits such as increased vehicle deflection angles around traffic circles while balancing maneuverability for trucks and emergency vehicles. Funding to improve poor pavement conditions is a big consideration when weighing the cost to rehabilitate versus the risk of tripping liability issues. ADA compliance is an increasingly hot topic; we are vastly familiar with knowing how and when to design for it in bike boulevards. We are proud of our quality work and commitment to addressing design issues with our clients, funding, and utility agencies for active transportation projects. The following table lists bicycle design projects that KOA has completed in the past five years or which we are currently working on. Selected projects are described in more detail, beginning on the next page. 25G-62 Bike Blvd Final Design - Lonq Beach Daisy/Myrtle 10 -Miles N. -S. Bike Blvd PS&E X X X X X Bike Blvd Final Design Lon Beach Delta Ave. Bike Blvd. Conce t &Final Desi n X X X X X X X Bike Blvd Final Design Lon Beach Vista Street Bike Blvd Final Desi n X X X X X Bike Blvd/Cycle Track Concept Pasadena Bikeway Transportation Action Plan Design X X X X X Bike Facility Final Design Costa Mesa W. 19th St. Bike Facility Design Services X X X X X X X Bike Facility Final Design Los Angeles LA River Regional Bike Path X X X Bike Facility Final Design San Juan Citywide Bikeway Gap Closure Capistrano X X X Bike Facility Final Design S. Pasadena iMission Sl. Bike Improvement PS&E X I X X X X I X Bike Facility Final Design Wildomar Bike Lanes & Multi -Purpose Trail PS&E I X X I X X X Cycle Track Final Design Long Beach 3rd & Broadway Cycle Track PS&E X I X X X Cycle Track Final Design Temple City Rosemead Blvd Cycle Track PS&E X I X X Bike/Ped Facility Final Design San Clemente N. EI Camino Real Class I Bike & Ped Path Design X X X X Bike/Ped Facility Final Design POLB S. Waterfront/Pier J Bike & Ped Path PS&E X X X X X X Bike/Ped Facility Concept Design Pasadena Avenue 64 Complete Street X X X X Bike/Ped Facilit Conce t Design Pasadena Hill Ave. Complete Streets Project X X X X Bike Facilit Conce t Design Santa Ana Central Area Complete Streets Concept Plan X X X X Bike Facility Concept Design Santa Ana Downtown Complete Streets Concept Plan X X X X 25G-62 KORA RELEVANT PROJECT EXPERIENCE WITH REFERENCES Following are KONs relevant projects with descriptions. To consolidate information, the references are combined with the projects in this section. CITY OF LONG BEACH MULTIPLE BIKE BOULEVARD DESIGN PROJECTS LONG BEACH, CA KOA designed context -sensitive traffic calming treatments, now in construction, along the 9.5 -mile Daisy -Myrtle bike boulevard. They include four roundabouts, nine traffic circles, median refuge islands, traffic/pedestrian signals/modifications, bike detectors, and wayfinding signage. KOA also designed the first modern bike boulevard in Southern California on Vista Street. It included two roundabouts, six traffic circles, and a bike signal at a busy cross street. KOA is designing the Delta Avenue bike boulevard, similar to the Daisy -Myrtle corridor. KOA PM: Min Zhou/Thao Le CITY OF LONG BEACH - Name: Steve Tweed, Phone Number: (562) 570-6266, Email: Steve.Tweed@longbeach.gov CITY OF SANTA ANA 25G-63 RELEVANT PROJECT EXPERIENCE WITH REFERENCES CITY OF SAN CLEMENTE EL CAMINO REAL SAN CLEMENTE, CA The City obtained a grant to implement a Class I, 0.9 -mile bike lane/ protected patti along EI Camino Real. The design components included K -rail concrete barriers, restriping, sidewalk pavers, upgrades of the existing wheel chair ramps, bike signals, and traffic signal modification. The striped lanes offered an alternative to cyclists who preferred a freer, higher -speed route versus the confined space of the barrier -protected facility due to slower bicyclists, walkers with dogs and strollers, and skateboarders. This project was constructed in 2017. KOA PM: Min Zhou CITY OF SAN CLEMENTE - Name: Tom Frank, Phone Number: (949) 361-6127, Email: FrankT@san-clemente.org CITY OF PASADENA URBAN SETTING BIKE BOULEVARDS PASADENA, CA KOA provided a bikeway transportation action plan that laid out a procedure for the installation of cycle tracks and bike boulevards along 10 corridors. It outlined educational, public outreach, and funding strategies. For the City's 1/4 -mile North Hill Avenue Complete Streets project, we provided conceptual plans for the project intersections, which included roundabout and bulb -out traffic calming measures and traffic signals. KOA PM: Min Zhou CITY OF PASADENA - Name: Richard Dilluvio, Phone Number: (626) 744-7254, Email: rdilluvio@cityofpasadena.net 25G-64 KLA RELEVANT PROJECT EXPERIENCE WITH REFERENCES CITY OF SANTA MONICA MICHIGAN AVENUE CYCLE TRACK SANTA MONICA, CA The City installed a new bikeway adjacent to Santa Monica High School. KOA was hired late in the engirieering phase of the project to design a separated bike lane that consisted of a raised one-way bicycle side path. KOA conducted a field survey and prepared street Improvement plans for the new off-street bike path and curb modifications, as well as bid quantities for incorporation into the larger school bikeway project. The bikeway was later extended eastward by the City Into what became the Michigan Avenue Neighborhood Greenway (MANGo). KOA PM: Joel Falter CITY OF SANTA MONICA - Name: Michelle Glickert, Phone Number: (310) 458-2204, Email: michelle.glickert@smgov.net 25G-65 KLA 10 SCOPE OF SERVICES AND SCHEDULE SCOPE OF SERVICES Task 1 Project Management & Coordination KOA will manage the project, providing direction throughout the project except where City involvement is required. KOA will coordinate between City staff, subconsultants, other affected agencies, and utility companies. KOA will prepare meeting agendas and minutes for every meeting, and provide progress reports on the schedule updates as needed. KOA will also be responsible for securing permits as needed for the construction of the project. It is anticipated that all coordination efforts for the project will require communication via e-mail, phone, or in-person meetings on an as needed basis. At the kick-off meeting with City staff, KOA will establish a clear understanding of the roles and responsibilities, contacts, scope of work, and schedule. It is our recommendation to conduct monthly progress calls throughout the course of the project to provide status updates, discuss pending issues, and streamline the project schedule. At the on -set of the project, KOA will request boilerplate CADD, Standard Special Provisions, estimates, and standard plans from the City. The preliminary schedule is submitted with this fee proposal. KOA•s PM will work with the City of Santa Ana PM to refine the schedule, milestone submittals, and allotted times for City review. The team will agree upon the methodology to control/manage the schedule and budget. The KOA PM will work with the City PM for invoicing, progress reports, and budget control. Deliverables • Meeting agendas • Meeting minutes • Progress reports • Schedule updates in Microsoft Project • Permit applications and plans CITY OF SANTA ANA KLA i Task 2 Obtain Record Drawings & As -Built Plans Task 2.1 Records and Utility Research KOA will obtain from the City records drawings and as-builts for the project area, including right-of-way information and cumulative projects that may affect the project area. The City will be responsible for sending out and obtaining utility notices. KOA will continuously coordinate with the City to obtain and .record responses to utility notices. We will obtain from staff the current design standards. Base plan :Information and proposed street improvements for the subject location will also be obtained from City records, or other relevant records. The utility research and coordination efforts on the project will consist of the following: • Obtain plans showing location and size of all utility lines and appurtenances within the project area. • Plot utility lines on Base Map • Upon establishing the proposed improvements, determine where potential utility conflicts exist and where utility relocation is warranted. • Coordinate with affected utility companies regarding conflicts, relocations and improvements. This coordination effort will require providing updated plans to the utility agencies for the proposed improvements and also meeting with the various utility service planners on the project site, as necessary, to discuss conflicts and/or relocations. 2.2 Survey Guide Surveying, Inc., our licensed land surveyor, will be responsible for all survey work. For bike boulevard projects, it is anticipated that topographic and point surveys will be required to a minimum 50 feet from the beginning of the curb return (BCR) at three intersections (9th, 10th, 11th). Intersection surveys will be taken up to the BCR at five locations (8th, 12th, 14th, 15th, and 16th). For the intersection of Main Street and 15th Street, surveys will be taken only at the corners. The field survey will include all visible surface 25G-66 11 SCOPE OF SERVICES AND SCHEDULE topographic features such as curbs, gutters, sidewalks, driveways, ramps, street lights, surface utilities such as manholes, water meters, fire hydrants, valve covers, etc. Horizontal control will be based on existing street centerline monuments and an assumed horizontal coordinate basis at each intersection surveyed. Vertical control will be based on a bench -mark system required by the City of Santa Ana. The survey will be plotted in MicroStation. All linework will be drafted and elevations will be plotted at BCR's, ECR's, etc. Survey base map shall be prepared in US Customary English units using City guidelines and in MicroStation V8i format. Horizontal datum shall be NAD 83 and vertical datum shall be NAVD88. KOA will verify the survey during a field investigation. 2.3 Field Verification Each site will be fully inspected in the field with respect to needs for preparing the design plans. Physical street improvements, underground or overhead utilities and obstructions, signing and striping, and other relevant items will be located in the field with precision to be shown accurately on the plan. All improvement information obtained from records will also be verified in the field in conjunction with this review. The project site will be fully inspected in the field with respect to needs for preparing the design plans. Physical street improvements, existing traffic signalization, underground or overhead utilities and obstructions, signing and striping, and other relevant items will be located in the field with precision to be shown accurately on the plan. All improvement Information obtained from records will also be verified in the field in conjunction with this review. 2.4 Geotechnical Investigation KOA has budgeted for a geotechnical subconsultant to perform a soil investigation at one selected mini roundabout or traffic circle location to determine the percolation rate. The geotechnical Investigation will include collection of bulk and undisturbed soil samples from the site, laboratory testing, engineering analyses, and the preparation of a findings report. KLA Deliverables • Utility notice responses log in Microsoft Excel • Topographic and spot survey base map in MircoStation V8i • Benchmark data • Geotechnical report Task 3 Traffic Evaluation 3.1 Data Collection KOA will collect as much traffic -related data possible from the City and will obtain traffic counts to perform the signal warrant analysis for the Intersection of Main Street and 15th Street. Data will consist of but will not be limited to traffic intersection counts. The project corridor currently has 1 signalized intersection, 3 all -way stops, and 7 two-way stop - controlled intersections. 3.2 Signal Warrant Analysis A traffic signal warrant analysis is required for a potential partial TOUCAN signal at the intersection of Main Street and 15th Street. Preparation of a traffic signal warrant analysis for approval by the City Traffic Engineer, outlining the justification of, and necessity for, the installation of the proposed signal is required. It is recommended that traffic volume information be obtained for benchmarking of traffic, pedestrian, and bicycle volumes at all traffic circle/mini roundabout improvement locations. A brief summary from technical analyses will be submitted to the City. The summary will serve the purpose of providing a brief narrative to justify the proposed improvements. KOA will meet face-to- face with City staff to discuss the results and finalize proposed treatments. Deliverables • Traffic analysis data • Summary of analysis results Task 4 30% PS&E While performing analyses in Task 5, KOA will start developing the 30% PS&E for the Bush Street BUSH STREET BICYCLE BOULEVARD DESIGN SERVICES RFP NO. 18-072 • 25G-67 SCOPE OF SERVICES AND SCHEDULE Bicycle Boulevard. The 30% PS&E will be produced at a minimum 1"=50' scale and include a concept layout of the traffic circle or mini roundabouts with bulb -outs, curb extensions, and pedestrian signal, as feasible. The plan will be shown on an aerial and will identify utility and drainage conflicts and relocations. Based on our experience, the aerial photo base is very helpful for identifying the existing site conditions of the properties along the road which will be directly impacted by the potential medians. California native or drought tolerant plant palette and irrigation type will be designed where feasible, paying particular attention to the connection of irrigation power sources. In addition, KOA staff Will review the corridor and identify pavement deficiencies and potential pavement rehabilitation locations necessary for a safe bike ride. All improvements will be quantified in a cost estimate. Concept plans will address sight distance, turning templates, desirable speed for approaches, parking, and geometric configuration. City standards for all civil, traffic, signing & striping, irrigation, and landscape will be reviewed and adhered to by our team. KOA has allotted four weeks for various City departments to review the 30% PS&E. KOA will meet with the City review team to discuss comments and finalize the list of needed improvements. From past experience, KOA has found that meeting with City staff in position of making decisions to be greatly beneficial in receiving timely and accurate comments to efficiently refine project design. It is anticipated that reviewing staff from City departments such as Design, Traffic, and Construction Engineering will be present at these review sessions to have a meaningful discussion about the plan of action. KOA will keep a log of comments and document the plan of action. KOA will then revise the 30% PS&E to present a schematic representation of the entire project corridor for Community Meeting 1. The KOA Team will produce design plans along with technical Standard Special Provisions and engineer's cost estimates for City review at the 30% level of completion. ,For fee proposal purposes, KOA has quantified the following major components. • One partial TOUCAN signal and medians on side streets at the intersection of Main Street and 15th Street • Four traffic circles at the following intersections, to be finalized with the City: • Bush Street at 8th Street • Bush Street at 12th Street • Bush Street at 14th Street • Bush Street at 16th Street • Two mini roundabouts with curb extensions at the following intersections, to be finalized with the City: • Bush Street at 9th Street • Bush Street at 11th Street • Bulb -out corners: Bush Street at 10th Street • Signing and striping along the entire corridor and wayfinding signs along the corridor. • Survey of 8 intersections • Landscape and irrigation design of 2 mini - roundabout locations and 4 traffic circle locations) • Geotechnical coring at 1 location and percolation testing at 1 location • Hydrology and hydraulic study Deliverables • 30% Plans (PDF) • 30% Standard Special Provisions (PDF) • 30% Cost estimate and calculations (PDF) • Plant palette • Irrigation model and equipment Task 5 600/6 PS&E KOA will use comments of the 30% PS&E from City staff and public outreach feedback, If any, to refine project improvements along the corridor. The KOA Team will produce design plans along with technical Standard Special Provisions and engineer's cost 'BUSH STREET BICYCLE- BOULEVARD DESIGN SERVICES RFP NO, 18=072 K01 I • 25G-68 SCOPE OF SERVICES AND SCHEDULE estimates for City review at the 60% level of completion. The 60% plans shall include the tasks listed below. Traffic considerations for limited working hours, construction phasing, and City services schedules shall be noted for City insertion into the general Standard Special Provisions. Technical standards and Standard Special Provisions will follow Caltrans standard plans and Standard Special Provisions for traffic signal design, Greenbook and City of Santa Ana standard plans and Standard Special Provisions, and MUTCD standards. The design components include traffic circles, mini - roundabouts, curb extensions, bulb -outs, sidewalk improvements, draining and utility adjustments and relocations, Class III sharrow markings and signage, new partial TOUCAN traffic signal, bike detectors, intersection or crosswalk speed reduction treatments, traffic calming related work, wayfinding signage, and pedestrian facility upgrades needed for ADA compliance. 5.1 Mini -Roundabout, Traffic Circle, ADA For the locations which require mini -roundabout, traffic circle, curb extensions or bulb -outs, KOA will provide appropriate design parameters based on the traffic data and analysis. All traffic calming design elements must conform to California MUTCD requirements. Any proposed deviations from standards outlined in the California MUTCD are to be identified and written justifications provided for approval by the City Traffic Engineer. Plan and profile drawings shall be created for mini - roundabout and traffic circle design, and other locations requiring pavement and drainage grade changes. Typical cross sections will be provided for mini -roundabout and traffic circle design. All design locations should be reviewed for impacts to drainage, fire department facilities, bus routes, and pedestrian facilities to ensure that the final design Is ADA compliant. KOA will prepare final improvement plans for the mini -roundabout and traffic circles at 1"=20' scale, the precise location of CITY OF SANTA ANA i proposed curbs, and other hardscape treatments. 5.2 Pedestrian Signal at Main Street/15th Street An intersection base plan will be prepared at 1"=20', scale. The base plan will show centerlines, right- of-way lines, relevant existing or proposed street improvements, utilities of record, and existing traffic controls and improvements. Proposed new or modified facilities will be designed and shown on the drawing to create a complete traffic signal plan. Each plan will conform to the requirements of the City of Santa Ana and will reference the latest edition of the Caltrans Standard Plans and Standard Special Provisions. The plan will include all notes, schedules, and other features required to show future conditions completely and properly. The plans and Standard Special Provisions will include any special design features that are routinely used by the City of Santa Ana at all signalized intersections. Special coordination with the serving electrical utility will be required to provide traffic signal service and utility connections. We will make direct contact with the serving utility as required to secure electrical service. Traffic diverters shall be shown in conjunction with the TOUCAN signal. Civil improvements will be called out as needed to provide clear direction for construction of the concrete diverters. For existing signals where bicycle loop detection is proposed, the plan may show only the immediate area around each detector, rather than the entire intersection. Bike loop detection connections to the power source, and new phasing diagrams (if needed) will be provided. 5.3 Channelization and Signage Channelization plans will be prepared for the entire proposed Class III bikeway. They will show the location of all proposed traffic signs, stripes, and markings and the proper disposition of all affected existing signs and markings. Any work required to transition the proposed stripes to join with existing stripes on intersection approaches will be provided. Wayfinding signage along the project corridor 25G-69 14 SCOPE OF SERVICES AND SCHEDULE shall be included on the signing and striping plans. KOA will work with the City to provide cohesive wayfinding signage. KOA will provide detail sheets and Standard Special Provisions for the wayfinding signage. The final signing and striping plan will be prepared for plotting 1"=40' scale, 24" x 36". 5.4 Landscape and Irrigation NUVIS will prepare the detailed landscape and irrigation plans showing planting scheme and irrigation connections for traffic circle and mini - roundabout locations, where feasible. The plans will be prepared at 1"=20' scale to provide adequate detail, and per City of Santa Ana standards. Use of low-water and low maintenance plants will be considered in developing final planting plans. Special coordination with the serving electrical utility will be required to provide irrigation connections. We will make direct contact with the serving utility as required to secure electrical service. 5.5 Specifications and Cost Estimates Technical specifications will be completed in Word format following the City's boilerplate. Technical standards and specifications will follow Caltrans standard plans and specifications for traffic signal design, Greenbook and City of Santa Ana standard plans and specifications, and California MUTCD standards. The cost estimate will be quantity -based using recent bid prices as a basis and completed using Excel. We will also incorporate any State language required to meet AHSC program requirements. If the project requires a DBE goal, KOA will assist the City in calculating one. 5.6 Water Quality Management Plan KOA will work with the City in meeting Low Impact Development (LID) requirements and prepare a Water Quality Management Plan (WQMP) for the project. KOA will identify the required Best Management Practices (BMP's) per site conditions. Soil and infiltration testing shall be performed for LID design. Under this task, we will Incorporate storm water runoff control and pollution prevention CITY KLA Best Management Plan (BMP) measures into the specifications and plans for the project to satisfy storm water compliance requirements. 5.7 Hydrology and Hydraulic Study The KOA team will gather and perform a thorough review of available drainage plans, the City of Santa Ana's Master Drainage Plan, utility plans, drainage reports, and other plans relevant to the project. In addition, the team will investigate the existing hydrology and drainage conditions along the project alignment; perform a thorough field review of Flow patterns, design constraints, and existing improvements; perform a hydrology study based on the 2 -year, 10- year, and 50 -year storm events utilizing the Orange County Flood Control District's methodology; and prepare a final report. The final report will consist of a project narrative, hydrology and hydraulic calculations, and drainage concepts. 5.8 QA/QC Plan The KOA team has a robust QA/QC process that is followed from beginning to end of the project. The QA/QC plan Includes a number of steps including color -coded review comments, completion of review checklists, and independent peer review from senior staff to ensure the feasibility and constructability of the project. A constructability review our company's Construction Management division also allows us to make improvements earlier in the design phase. KOA may provide QA/QC checklists and response to review comments upon request. 5.9 Review Meeting with City KOA has allotted four weeks for various City departments to review the 60% design plans, Standard Special Provisions, and cost estimate. After City review is complete, KOA will meet with the City review team for constructability review and to discuss comments and finalize the list of needed improvements. It may be necessary for outside agencies such as Orange County Fire Authority and the State to review the plans as well. KOA will keep a log of comments and plan of action. KOA will then refine the plans to present a schematic representation of the project corridor at Community Meeting 2. 15 25G-70 SCOPE OF SERVICES AND SCHEDULE KOA's 60% submittal will consist of a PDF submittal of the PS&E package to the City, Deliverables • Response to comments from 30% PS&E • 60% Plans (PDF) • It is anticipated that the project will require the following plan sheets: Title Sheet (1 sheet) • General Notes (5 sheets -1 civil, 1 channelization, 1 traffic signal, 1 landscape, 1 irrigation) • Construction Plan (14 sheets) • Channelization Plans (3 sheets — includes wayfinding) • Landscape Plans (4 sheets) • Irrigation Plans (4 sheets) • Traffic Signal and Diverter Plan (1 sheet) 60% Standard Special Provisions (PDF) 60% Cost estimate and calculations (PDF) Design calculations Water Quality Plan Hydrology Study Hydraulic Study Permit applications (as needed) Task 6 90% PS&E 6.190% PS&E KOA will use comments of the 60% plans from City staff and attendees of Community Meeting 2 to refine project improvements along the corridor. Additional coordination with utility agencies and analysis will be performed as needed to ensure the proper design of the project. The KOA Team will produce design plans along with Standard Special Provisions and engineer's cost estimates for City review and a joint constructability review at the 90% level of completion. KOA's 90% submittal will consist of a PDF submittal of the PS&E package to the City. 6.2 Review Meeting with City KOA has allotted four weeks for various City departments to review the 90% design plans, Standard Special Provisions, and cost estimate. After City review is complete, KOA will meet with the City review team for constructability review and to discuss comments and finalize the list of needed improvements. KOA will keep a log of comments and KLA plan of action. KOA will then refine the plans for City review. Deliverables • Response to comments from 60% PS&E • 90% Plans (PDF) • 90% Standard Special Provisions (PDF) • 9D% Cost estimate and calculations (PDF) • Design calculations Task 7 100% PS&E KOA will use comments by City staff from the 90% PS&E and public outreach feedback, if any, to refine project improvements along the corridor. At this point, it is not anticipated that drastic changes will be required of the PS&E package. The KOA Team will produce final design plans along with Standard Special Provisions and engineer's cost estimates. KOA has allotted four weeks for various City departments to review the 90% design plans, Standard Special Provisions, and cost estimate. KOA's 100% submittal will consist of a PDF submittal of the PS&E package to the City. Deliverables • Response to comments from 90% PS&E • 100% Plans (PDF) • 100% Standard Special Provisions (PDF) • 100% Cost estimate and calculations (PDF) • MicroStation CADD files of plans • Word document of Standard Special Provisions • Excel file of cost estimate Task 8 Final PS&E for Approval & Bidding Upon final approval of the PS&E package, KOA will provide one (1) wet -signed set of final mylar plans and specifications for City record. A CD containing all AutoCAD, Word, Excel, and PDF files of the project will be submitted to the City. The CD shall also contain all environmental forms and documents of the project. KOA will provide two (2) sets of half-size plans and specifications to affected utility agencies. 16 25G-71 KLA SCOPE OF SERVICES AND SCHEDULE Deliverables • Response to comments from 100% PS&E • One set of wet -signed Final Design plans in mylar • One set of wet -signed specifications Final cost estimate and final quantity calculations Final design calculations Task 9 Construction Support (OPTIONAL) The KOA team will provide construction assistance services during the construction phase, which may include shop drawing reviews, up to five site visits or progress meeting, and responses to contractor requests for information and submittals.X0A may also attend the preconstruction conference meeting (one meeting). At the completion of construction, 'KOA will produce as -built drawings per the City's field marked prints. Deliverables • Electronic submittal of as -built drawings in PDF • City's field -marked plans SCHEDULE A preliminary schedule for the project is provided on the following page. 17 25G-72 SCOPE OF SERVICES AND SCHEDULE OF SANTA ANA qr �I w w p� w w waw w P P w w i'.P P'w a^PwP k4+y3a�333�;4 �.��.B,LL ��s gs�E^eiSF�,'3,3 Rwwww as'��2w2Ra�wR=�w R�Sp�p�3Fgsg�s��ggaPeap@� .i 1;:3zI .-oe c:.: R a".m: w -c A.S^e'$a-i-,1O p, 25G-73 KLA APPENDICES REQUIRED FORMS EXHIBITS RESUMES OF PROPOSED KEY STAFF 25G-74 KMA 19 Appendix ATTACHMENT 3-1: NON -COLLUSION AFFIDAVIT CERTIFICATIONS NON -COLLUSION AFFIDAVIT (Title 23 United States Code Section 112 and Public Contract Code Section 7106) To the CITY OF SANTA ANA DEPARTMENT OF PUBLIC WORKS In accordance with Title 23 United States Code Section 112 and Public Contract Code 7106 the BIDDER declares that the bid is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the bid is genuine and not collusive or sham; that the BIDDER has not directly or indirectly induced or solicited any other BIDDER to put in a false or sham bid, and has not directly or indirectly colluded, conspired, connived or agreed with any BIDDER or anyone else to put in a sham bid, or that anyone shall refrain from bidding; that the BIDDER has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the BIDDER or any BIDDER, or to fix any overhead, profit, or cost element of the bid price, or of that of any other BIDDER, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract, that all statements contained in the bid are true; and, further, that the BIDDER has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid, Note: The above Non -collusion Affidavit is part of the Proposal. Signing this Proposal on the signature portion thereof shall also constitute signature of this Non -collusion Affidavit. BIDDERS are cautioned that malting a false certification may subject the certifier to criminal prosecution. Signed State of Cali�is County of nz' S bscribed and sworn to (or affirmed) before me on this /mo,9i day of t�V 201f by proved to me on the basis of satisfactory evidence to be the person(o who appeared before m(( Notary Pablic Signature Notary Public Seal Pik,EU 8EtF119AR a Commission No.211331107 NOTARY PUBLIC-CALIFORMA ORANGE COUNTY � Ny Un.n bknoea NOVEMBER 15.3014. ' City of Santa Ana RFP Page A3-1 25G-75 Appendix ATTACHMENT 3-2: NON -LOBBYING CERTIFICATION CERTIFICATIONS The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: 1. No federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement. 2. If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence any officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this federal contract, grant loan, loan or cooperative agreement, the undersigned shall complete and submit a "Disclosure of Lobbying Activities". This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U. S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier subcontracts, which exceed $100,000 and that all such sub recipients shall certify and disclose accordingly. Finn KOA Signed and Printed Name: Min Zhou Title Deputy CEO/Director of OC Operations Date November 1, 2018 City of Santa Ana RFP Page A3-2 25G-76 Appendix ATTACHNMNT 3-3: NON-DISCRIMINATION CERTIFICATION CERTIFICATIONS The undersigned consultant or corporate officer, during the performance of this contract, certifies as follows: 1. The Consultant shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin, The Consultant shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without, regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Consultant agrees to post In conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. 2. The Consultant shall, in all solicitations or advertisements for employees placed by or on behalf of the Consultant, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. 3. The Consultant shall send to each labor union or representative of workers with which he/she has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Consultant's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4. The Consultant shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. 5. The Consultant shall furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his/her books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation, to ascertain compliance with such rules, regulations, and orders. 6. In the event of the Consultant's non-compliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, the contract may be canceled, terminated, or suspended in whole or in part and the Consultant may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Execution Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulations, or order of the Secretary of Labor, or as otherwise provided by law. 7. The Consultant shall include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted City of Senta Ana RFP Page A3-3 25G-77 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: Min Zhou Title: Deputy CEO/Director of OC Operations Firm: KOA Date: November 1, 2018 City of Santa Ana RFP Page A341 25G-78 EXHIBITS CONCEPTS FOR THE DELTA AVENUE BIKE BOULEVARD IN LONG BEACH PROJECT OVERVIEW: The Delta Avenue Bicycle Boulevard project is an approximately 3 -mile corridor improvement project inclusive of Class R bike lanes, Class III sharrow markings, and additional traffic calming and safety measures. Implementation of the project will provide greater non -motorized connectivity to: NEIGHBORHOODS: Connecting Arlington, f1 Upper Westside, Westside, and Lower Westside neighborhoods of the City and become Long Beach's first north -south connection west of the 1-710 Freeway. � SCHOOLS & PARKS: Serving eight schools Brix and three parks, two schools and one park of which abut the project corridor. REGIONAL BIKE PATHS: Running parallel to 6�6T the LA River Class I bike path, located a half - mile from the proposed route. TRANSIT: Providing a first -last mile link to the Metro Blue Line station. located approxi- mately 1.25 miles from the project corridor. homYlnprTmnetfa n—fit e ewNanaA • LFe (YtY n WY[Ym OM1tl Impeea[arapata albwm ■Fftlae c-mna:ra:mna.wm MF[ur.rv., I' scMW[ �cb[[n I.�gvb �4Wm M¢x htluWitl KLA Tra`fic circles nelp Icwer speeds a: minor inle,9Lctlan crossilgs and are an ideal hea4ment for uncon,rol:ed InierSeclln05. They h8R been shown to Increase safety at intersections and alio.vs n-otorists and bicyclists to yield Instead of staking complete stops Roundabouts also allow motorists and bl<ycbss to yield instead of making complete s:oos. Haweter. they often also featura curb extensions (bulh-outs) that nelp create more sid>valk space for cooesM;ns farther narrowing the intersection roadway. ..� �l�vrtazrrn Ave �¢FF F` 22 .1c 1 18 M1 FeAYALAK f •—Eos■•�•�•� IFASM:ONAVF eue AVF • I . xrs ep Fay+er4vF a.� r< River sauceN o "M DIM" DeLgn Wife L lanes a a Cafe; -I' of roar ley he; o rye - eta bee, des npaleo by snpng sc alny. and "1 '+'1 �1 AMI&c pacemert enivergs for .. ' the pre`arential use of bcyclists. An add;t oral oeoi bi,ffar can p'ovda Tsu Y o, spa abon be:v. anL yc.ists and V ric.dr traffic. creating _ traffic. Shzuro,s ate road.y mar kings that a g,r ter sense of safety sauceN o "M DIM" DeLgn Wife Scurco: raaCTo Urban eilaxay Design f ide BUSH STREET BICYCLE _BOULEVARD DESIGN SERVICES RFP NO. 18-072 • a 25G-79 I A b cyce bot.levard u a to / tre s sharca Maidl.1/ - eta 2ntl bC/.0 faell'y(Crass III) It 1, Ces gned to offer prion., for acycl - operatnev:ithm a raadway shared with motor ah, da v t' traffic. Shzuro,s ate road.y mar kings that Iepincl c[etomoter's. 1 \S thall theanath Ue shed vath bY.yGbtan al bicyc sts s Scurco: raaCTo Urban eilaxay Design f ide BUSH STREET BICYCLE _BOULEVARD DESIGN SERVICES RFP NO. 18-072 • a 25G-79 I EXHIBITS CONCEPTS FOR THE DELTA AVENUE BIKE BOULEVARD IN LONG BEACH CITY KLA TENTATIVE TREATMENTS 34th Street 1 33rd Street 132nd Street 0- Traffic Circle (Intersection) 31st Street ED Speed Table (intersection) Spring Street 'Oz Roundabout (intersection) 28th Street SOF Traffic Circle (intersection) Willow Street 0 Traffic Signal (intersection) T Traffic Diverters (N/S legs) Burnett Street lal Curb Ramps (all comers) 23rd Street Speed Table (intersection) 4itl Street EDSpeed Table (intersection) tlst Street q,= Traffic Circle (intersection) { Pacific Coast Highway (PCH) Possible Bulb -out (NE comer) Do�rnntl wee Dropo[ad eltgwmwee c[nw+sa mam ImWwUtgM2 .... demi •••Ooss Dl II Nm $IgIW ""OessO v.. ��,y o RwuWa , eeHxng cmdilbtu a wn. • Wwr.Orae �sslo.e'. . r^I SUad[ atw Dee. SU �Wsslo ©D D.Wnwd ®uww Acus[ , vW tm 1=/;.ry. � �- � � •,F.9e i I N I < IE sarH1100 ST si 5 �wzxxospEeE i l W3Isf 5L• L i .<.� .. vfsoa:Nolsr f wmwxow si E• � j I ' �?' � 1 ; 1 I __. -iE .. waerx sr a li ,Ili!• '�� e 4 I iOO W27"$ d ` 1 •• C N257HST IN pal ,ee 1 I I,CWT2nD Srl , x� w21sr sr� wwltunn 1 5 t , II -I -t _ ia'i_._ aE wm r summit sf I 1 1 WIgn, ST nrflm sl I t l I i t® WP= t•ACIFlC aSTH� i l + 1'lt W%TH w ' 1 E [ t. STa, ri l • I - �1—s 1 c sra fit. re s:.. °'I I IWXTHST 'n ',• 'F=-�...eNEgH11HFJM 6w. J 1 :r I • 25G-80 �[MH 25 RESUMES SHOUWEI (RAY) WANG, PE PROJECT MANAGER I DESIGN TASK LEADER I HYDROLOGY/ HYDRAULIC ANALYSIS TASK LEADER KOA I Senior Engineer Mr. Ray Wang has 23 years of civil and transportation engineering experience as a project manager/lead project engineer while managing and designing highways, rail/transit facilities, and other major transportation infrastructure. His experience spans all phases of project development, from conceptual planning to final design and construction engineering. He manages and designs his projects with a keen business awareness, carefully planning and monitoring the scope, budget, schedule, and production while concentrating on specific technical challenges and details. RELEVANT EXPERIENCE Port of Long Beach Pier J Bike/Ped Path PS&E, Long Beach, CA Assistant Project Manager The KOA team helped POLB design their first bike path, which will run adjacent to various tourist attractions. A combination of bike lane types; innovative bike facilities; landscaping; wayfinding signs; and various other amenities will be provided for pedestrians and bicyclists along the south shore ocean -front area. Mr. Wang is providing project management and coordination with the project team, POLB, and the project stakeholders. City of Long Beach North-South (Daisy to Myrtle) Bike Boulevard (10 -mile) PS&E Design, Long Beach, CA QA/QC Engineer. KOA designed this 10 -mile bicycle boulevard. KOA's work consisted of a range of solutions to provide improved bicycle mobility throughout the City. Proposed treatments included bike detectors; traffic signals; median refuges, traffic circles, roundabouts, and bioswales; wayfinding signage; and implementing unique striping and signage. Mr. Wang provided QA/QC role on developing the PS&E and supporting on RFIs and submittals for the ongoing construction of the project. City of Newport Beach Balboa Island/Little Balboa Island Seawall Replacement, Newport Beach, CA Project Engineer. Mr. Wang was responsible for planning and design services to replace/retrofit seawall, and for redesigning public access to the ferry facility and multiple street and sidewalk improvements to meet ADA and other design requirements. He prepared concept drawings, evaluated alternative seawall types, prepared 3DS rendering presentations to public and municipal committees, and completed cost estimates. 25G-81 EDUCATION MS, Transportation Engineering, University of Toledo, OH BS, General Plan & Transportation Engineering, Xi'an University of Architecture & Technology, China REGISTRATIONS Professional Engineer; Civil, CA #69461 URS Certified Project Manager, 2014 PROFESSIONAL AFFILIATIONS American Society of Civil Engineers Institute of Transportation Engineers Asian American Architects/ Engineers Association International Chinese Transportation Professional Association ITd RE M/ SUMES K MIN ZHOU, PE EDUCATION PRINCIPAL -IN -CHARGE MS, Civil Engineering, Michigan KOA I Principal Engineer State University, E. Lansing, MI Ms. Zhou has 25 years of transportation engineering and planning MS, Urban Planning, School of experience with both private consultant companies and public agencies. Architecture, Tsinghua University, She is knowledgeable in roadway design, traffic design, transportation Beijing, China modeling and studies, non -motorized transportation, database management, and statistical analysis. Ms. Zhou has managed large- BS, Urban Planning, School of scale PS&E projects Involving multiple stake holder groups and has a Architecture, Tongji University, reputation of delivering projects on-time and under budget. Shanghai, China RELEVANT EXPERIENCE REGISTRATIONS Santa Ana River Trail, Anaheim, CA Professional Engineer, KOA Project Manager. KOA provided civil, lighting, and traffic Civil, CA #66448 engineering design for the construction of a new 10 -foot wide by 1,200 - foot long pedestrian pathway along the Santa Ana River Trail adjacent PROFESSIONAL to the new ARTIC multimodal station in Anaheim. The development of AFFILIATIONS the plans required coordination with the City of Anaheim, the Orange Institute of Transportation County Flood Control District, Orange County Public Works, Caltrans, Engineers, Complete Streets and the contractor and engineer for the construction of the ARTIC Council Executive Committee station. The project included the construction of a planted modular Past Member retaining wall, topped with decorative railing. Port of Long Beach Pier J Bike/Ped Path PS&E, Long Beach, CA Women's Transportation Seminar Project Manager. The KOA team helped the Port design their first bike International Chinese path, which ran adjacent to various tourist attractions. A combination of Transportation Professional bike lane types; innovative bike facilities; landscaping; wayfinding signs; Association public art/display boards; and three crescent piers were provided for pedestrians and bicyclists along the south shore ocean -front area. Ms. Zhou provided project oversight and was the primary liaison between the project team, the Port of Long Beach, and the project stakeholders. EI Camino Real — Class I (Protected) Bikeway Final Plan Preparation, San Clemente, CA Project Manager/General Coordination Task Leader. The City obtained a grant to implement a Class I bike lane along EI Camino Real. KOA designed a 0.9 -mile protected bicycle path. The design components included K -rail concrete barriers, restriping, sidewalk pavers, upgrades of the existing wheel chair ramps, bike signals, and traffic signal modification. UU611 61 NhL I BIGYCLE BOULEVARD DESIGN SERVICES' RFP NO. 18-072 25G-82 RESUMES CHUCK STEPHAN, PE QA/QC MANAGER KOA I Principal Engineer Mr. Stephan has 36 years of experience in civil engineering design and project management on projects for many municipalities and private firms. He has diverse project experience in planning, design, management, and construction of transportation, educational, institutional, industrial, aerospace, municipal, residential and commercial projects. Mr. Stephan specializes in project management, civil engineering design, and construction management for municipal Capital Improvement Projects, Including pavement design and rehabilitation; ADA improvements; water pipelines; storm drain and sanitary sewers; medians and landscaping; parking lots; site improvements; plan checking; NPDES requirements. He has provided staff assistance to municipal engineering departments on a temporary or part-time basis as needed; and has provided staff training in project management, design, and construction management skills. He has managed various funding sources Including local, state, and federal -aid projects; SR2S; SRTS; STPL; various grant applications and reimbursement requests. RELEVANT EXPERIENCE City of Costa Mesa West 19th Street Bicycle Facility Between Placentia Avenue & the Greenville -Banning Channel Bikeway Design Services, Costa Mesa, CA Project Manager. The length of this ATP grant -funded project includes a Class 11 bike lane, a Class I bike trail, and a multipurpose trail. KOA is providing "turn -key' project design services, which includes preliminary engineering and alternatives analysis; the preparation of construction - ready bid documents; and the completion of required federal forms. City of Long Beach North-South (Daisy to Myrtle) Bike Boulevard (10 -mile) PS&E Design, Long Beach, CA Project Engineer. KOA designed this 10 -mile bicycle boulevard, which we recently provided construction assistance for. KOA's work consisted of a range of solutions for improved bicycle mobility throughout the City. City of Wildomar Grand Avenue Bike Improvements & Multi - Purpose Trail Improvements Projects, Wildomar CA Project Manager. The KOA team improved bicycle facilities along a five - mile span of two key corridors. Street widening and trail improvements included the incorporation of multi -class facilities for non -motorized transportation. The team's services included traffic engineering, utility research, surveying, hydrology, geotechnical engineering, and right-of- way analysis. BUSH STREET BICYCLE BOULEVARD DESIGN SERVICES RFP NO. 18-072 KNIWA16121gL111 25G-83 KLA EDUCATION BS, Agricultural Engineering, California Polytechnic State University, San Luis Obispo REGISTRATIONS Professional Engineer, Civil, CA #50481 Professional Engineer, Civil, OR #1872PE Professional Engineer, Civil, HI #PE -8432 PROFESSIONAL AFFILIATIONS American Public Works Association American Society of Civil Engineers RESUMES THAO LE, EIT ASSISTANT PROJECT MANAGER I GRANT MANAGEMENT TASK LEADER I CREATIVE CONCEPTS/TRAFFIC CALMING FEATURES SUPPORT KOA I Assistant Engineer Ms. Thao Le is a transportation engineer with eight years of experience In the field of traffic engineering, planning, transportation design, and grant management. Her responsibilities include project management, agency coordination, traffic and, civil design, street improvement plans, signing and striping plans, cost estimation, and specification writing. She Is familiar with performing traffic impact studies, signal warrant studies, traffic control plans, and conducting field work for utility research. RELEVANT EXPERIENCE City of Long Beach North-South (Daisy to Myrtle) Bike Boulevard (10 -mile) PS&E Design, Long Beach, CA Lead Project Engineer. KOA designed this 10 -mile bicycle boulevard, which we provided construction assistance for. KOA's work consisted of a range of solutions/design treatments to provide improved bicycle mobility throughout the City. Ms. Le had a lead role in developing the PS&E and helped establish wayfinding signage that would also be used on future bike boulevards. She is the main contact in responding to RFIs and submittals for the ongoing construction of the project. City of Long Beach Delta Avenue Bike Boulevard, Long Beach, CA Project Manager. The City secured grant funding to construct a 3 -mile bike boulevard corridor that would traverse over the Port of Long Beach, City of Long Beach, and Caltrans right-of-way. KOA is designing multi - class bike facilities along the corridor, in addition to Implementing traffic calming and safety measures. KOA is evaluating supplemental treatments. Ms. Le's duties include leading the PS&E effort, coordinating with multiple City departments in identifying appropriate treatments, and managing the ATP grant for the project City of Long Beach Broadway and 3rd Street Cycle Track Improvements PS&E Design, Long Beach, CA Lead Project Engineer. After two years of implementing cycle tracks as a demonstration project, KOA redesigned the cycle track for permanent implementation. Phase I of the project provided conceptual redesigns by focusing on balancing vehicle traffic, bicycle activities, pedestrian activities, and on -street parking. This resulted in the approval of a one- way cycle track with raised bus islands that KOA designed as part of Phase IL Much coordination was required to complete the design. Ms. Le also completed the E-76 package required for funding allocation, BUSH STREET BICYCLE BOULEVARD DESIGN SERVICES RFP NO. 18-072 Kellwafflau-110111 25G-84 KLA EDUCATION BS, Civil Engineering, California State Polytechnic University,' Pomona REGISTRATIONS Engineer -In -Training, CA #133504,2009 PROFESSIONAL AFFILIATIONS WfS International RESUMES RYAN CALAD, PE PEDESTRIAN SIGNAL DESIGN TASK LEADER KOA I Senior Engineer Mr. Ryan Calad has completed extensive work for traffic signal timing and synchronization, signing and striping plans, signal modifications, traffic control plans, traffic impact assessments, parking studies, and parking management plans. His specific work experience includes highway improvement projects, intersection and arterial capacity analyses, traffic signal coordination, Intersection design, cost estimates, and simulation studies. RELEVANT EXPERIENCE SBCTA Metrolink Station Accessibility Improvement Project PS&E, ROW Engineering & Design Support Services During Construction, San Bernardino County, CA Project Manager. Six Metrolink stations in the Inland Empire were determined to be the first set to receive firstAast-mile access Improvements. KOA put together a construction bid package to provide assistance during construction. The Improvements included road diets, traffic signal modifications, enhanced crossings, trail extensions, sidewalk design, wayfinding signage, striping, automated rail crossing gates for pedestrians, bicycle lockers, bicycle parking, bicycle facilities, pavement repairs, and lighting. Mr. Calad designed and oversaw the plans, cost estimates, and final submittals. City of Laguna Beach Coast Highway PS&E Intersection Improvement, Laguna Beach, CA Project Manager. KOA prepared a feasibility study of the City's downtown area along Coast Highway. The corridor is heavily utilized by both vehicular traffic and pedestrians during the peak summer periods, creating congestion. After City Council approval of the study, KOA was contracted for the PS&E design and construction for five intersections that Included extensions of left turn pockets, relocation and removal of crosswalks, relocating parking spaces, conversion of Ocean Avenue to a one-way street, and implementation of pedestrian scramble crosswalks at two locations. City of Orange As -Needed Traffic Engineering Services, Orange, CA Project Manager. Since December 2007, KOA has been providing as -needed traffic engineering services for a wide variety of traffic - related projects. KOA has prepared grant applications, traffic studies, and signal design plans under the direction of the City. Mr. Calad has managed multiple signal modification/timing projects for the City. BUSH STREET BICYCLE BOULEVARD DESIGN SERVICES RFP NO. 18-072 • 25G-85 KLA EDUCATION BA, Social Ecology (Urban Planning Focus), University of California, Irvine, CA Cert., Type 2070 Traffic Signal Controllers, University of California, Berkeley Technology Transfer Program (Course TE - 09) REGISTRATIONS Professional Engineer, Traffic, CA #2692 Professional Engineer, Civil, AZ #63514 PROFESSIONAL AFFILIATIONS Institute of Transportation Engineers Intelligent Transportation Society of California KLA RESUMES WALTER OKITSU, PE, PTOE, PTP EDUCATION CREATIVE CONCEPTS/TRAFFIC CALMING FEATURES TASK MS, Transportation Engineering, LEADER University of California, Berkeley, KOA I Senior Engineer CA Mr. Okitsu is a Founder and a Principal of KOA. Mr. Okitsu has BS, Civil Engineering, California extensive experience in transportation planning and traffic design over a State University, Los Angeles, wide variety of highway, transit way, and bikeway projects. This includes CA designs for traffic signals, street lighting, signing & striping, worksite traffic control. He has field and managerial experience on traffic impact, BS, Math -Computer Science, feasibility analysis, and circulation projects. University of California, Los Angeles, CA RELEVANT EXPERIENCE Port of Long Beach Pier J Bike & Pedestrian Path, Long Beach, CA REGISTRATIONS Design Manager. The KOA team helped POLB design their first bike Professional Engineer, path, which will run adjacent to various tourist attractions. A combination Traffic, CA #1406 of bike lane types; innovative bike facilities; landscaping; wayfinding signs; and various other amenities will be provided for pedestrians and Professional Engineer, bicyclists along the south shore ocean -front area. Civil, CA #52655 Pasadena Bicycle Transportation Plan, Pasadena, CA Professional Traffic Operations Task Manager. The City of Pasadena had prepared a draft bicycle Engineer (PTOE) transportation plan that featured conventional Class II bike lanes and Class III bike routes throughout their city, but residents and City Council Professional Transportation members requested that higher-level bikeway facilities be considered. Planner (PTP) KOA Corporation performed a bikeway analysis and feasibility project that included bikeway concepts for 28 miles of separated PROFESSIONAL bike lanes, or cycle tracks, and 10 miles of bicycle boulevards. Mr. AFFILIATIONS Okitsu prepared designs of the separated bike lanes and led the Institute of Transportation design of the bike boulevard concepts. The recommended bikeways Engineers, International Director were analyzed for traffic and parking impacts. Cost estimates were generated for the project alternatives. Mr. Okitsu made a presentation Registered Traffic Engineers of of the bike boulevard recommendations at a public workshop and city America, Founder and President commissioners meeting. In a later stage of the project, KOA updated the California Legislative Council for plan to become the final bicycle transportation plan for the city. Professional Engineers, Director City of Wildomar Grand Avenue and Clinton Keith Road Bikeway UCLA School of Engineering and Design, Wildomar, CA Applied Sciences, Instructor for Project Engineer. Mr. Okitsu produced conceptual layouts for bicycle undergraduate transportation facilities on a 5.2 -mile corridor along Grand Avenue and Clinton Keith engineering courses Road through the City of Wildomar. The concepts recommended of a mixture of Class I bike paths, Class II bike lanes, Class III bike routes, and Class IV cycle tracks, and included a roundabout and bike boxes. Most of the recommended features have proceded to implementation. BOULEVARD -DESIGN -SERVICES 31 •18-07.2 CITY OF SANTA ANA 25G-86 RESUMES PERRY A. CARDOZA, PLA, ASLA LANDSCAPE ARCHITECTURE TASK LEADER NUVIS I Principal Landscape Architect Mr. Perry Cardoza's ability to creatively express his ideas to agencies, councils, and community groups helps in developing a collaborative approach to recreation focused problem solving. He combines this ability with his ideology of landscape architecture to provide memorable design solutions, unique to each project location. Mr. Cardoza, along with the NUVIS team, considers sustainable solutions for all projects. With a focus on collaborative design, he seeks opportunities for capturing and treating storm water, creating habitat, specifying colorful, durable, and native water wise plants, and designing accessible solutions which incorporate best management practices. RELEVANT EXPERIENCE Transit Oriented Development and Old Town District, Placentia, CA Principal in Charge. Themed master plan documents including conceptual plans, simulations, sections, amenities, and plant palettes for a 55 acre Transit Oriented Development and Old Town District on either side of the 91 rail line. Includes traffic calming for pedestrian -friendly circulation connections, infiltration bulb outs, alley activations, bike lanes, and pedestrian rail over crossings. Burbank Metro Rail. Wall, Burbank, CA Principal In Charge. Conceptual designs, design simulations, and alternatives for 1.3 miles of landscape improvements along both sides of the elevated Metro Rail tracks between Tulare Avenue and the Burbank Empire Center paralleling San Fernando Boulevard. Proposed improvements include 12' wide bike paths, welded wire fencing, gravel buffer zones, evergreen shade trees, flowering trees to match existing, planters with low water use screening and accent plants, and high efficiency irrigation systems. Landscape compliments the currently under construction adjacent improvements at the Empire Avenue Extension.. Los Angeles River Bikeway (Mason/Van Alden), Los Angeles, CA Principal in Charge/Landscape Architecture. Prepared preliminary plans for a phased 2 mile stretch along the Los Angeles River from Mason Avenue to Van Alden Avenue. Developed construction documents (PS&E) for 1.5 miles from Winnetka Avenue to Van Alden Avenue including bike/multi-purpose trails, slope stabilization, bioswales, native plants, decorative riparian themed gates, enriched paving, safety fencing, and solar lighting. 25G-87 EDUCATION BSLA, California State Polytechnic University, Pomona, CA, REGISTRATIONS Landscape Architect CA #3943 I�:A]y��9[eLG11 AFFILIATIONS' ASLA, Southern California Chapter, Trustee 2014-2017, President 2012-2013 AIA, Orange County Chapter Far East Society of Architects & Engineers, Japan 32 RESUMES CALVIN YOSHITAKE, PS LAND SURVEY TASK LEADER Gldda I Senior Engineer Mr. Calvin Yoshitake has 43 years of experience in surveying, project management, and business development. Mr. Yoshitake is highly experienced in all aspects of surveying. He has managed both field and office operations for all phases of surveying and mapping services. This includes control network survey, aerial photogrammetry, design surveys, ground penetrating radar survey (GPR), as -built surveys, monument preservation, constructability review, construction staking, construction management survey support, right-of-way surveys, and mapping. His expertise extends into reading and preparing legal descriptions, plats, record maps, corner records, earthwork calculations and the accurate monitoring and reporting of movement and settlement of facilities. RELEVANT EXPERIENCE Orange County Transportation Authority (OCTA), 1.405 Design Build Project, Orange County, CA Survey Project Manager. Mr. Yoshitake managed the work consisting of control network survey, 24 bridge surveys, 7 channel surveys, 4 miles of street design surveys, pothole and borehole location surveys and mapping. Calvin coordinated work with the Design Project Manager, three Lead Segment Design Managers, Pothole subconsultant, Borehole subconsultant, Railroad, Orange County Flood Control District, Orange County Sanitation District, and other agencies. This project completed about 40 miles of surveys on streets, railroads, and freeways. San Gabriel Valley Council of Governments (SGVCOG)-Montebello Corridor Grade Separation Project, Phases 1,2 and 3, Montebello, CA Survey Project Manager. Mr. Yoshitake managed the survey work for the grade separation, 1 pedestrian overpass and 3 Quiet Zone quad gate crossings for 1.4 miles. The work consisted of control network survey, 1 mile of street design survey, 1.4 miles of railroad surveying, flood control tunnel, right-of-way surveying, and mapping. This project covered more than 230 acres of aerial mapping and 650 acres of digital orthophotos. City of Long Beach, Long Beach Master Plan Implementation, Long Beach, CA Survey Project Manager. Mr. Yoshitake managed the survey work on Streetscape, Areas A, B. C, D, E, spanning over 10 miles on 42 streets. The work consisted of control network survey, aerial mapping, design survey, right-of-way surveying and mapping. 25G-88 EDUCATION B.S. Forestry, Northern Arizona University Flagstaff, Az REGISTRATIONS Professional Surveyor, CA #PS 5822 PROFESSIONAL AFFILIATIONS American Council of Engineering Companies WTS International Asian American Architects/ Engineers Association Railway Association of Southern California 33 KLA RESUMES AMIR GHAVIBAZOO, PHD EDUCATION POTHOLING TASK LEADER PhD, Civil and Environmental Twining I Director of Asphalt Engineering & Pavement Design Engineering, North Dakota State University, Fargo, ND Mr. Amir Ghavibazoo, PhD, has extensive practical experience In asphalt pavement engineering including pavement design, rehabilitation, MS, Railways Engineering, preservation, pavement management, materials and construction. Iran University of Science and His experience includes the characterization of rubberized asphalt Technology, Tehran, Iran binders and developing mix designs following Superpave specifications. Additionally, he has extensive experience with advanced performance BS, Industrial Engineering testing of asphalt binder including Dynamic Shear Rheometer (DSR), Amirkabir University of Bending Beam Rheometer (BBR) and other asphalt binder quality Technology, Tehran, Iran control tests. He works closely with cities and government agencies to develop unique and specialized mix designs, pavement constructions PUBLICATIONS inspections, and pavement design solutions. Ghavibazoo, A., Abdelrahman, M., and Ragab, M., "Changes RELEVANT EXPERIENCE in Composition and Molecular Pavement Evaluation, Studebaker Road, Long Beach, CA Structure of Asphalt in Interaction Pavement Engineer. Serving as pavement engineer, Mr. Ghavibazoo with Crumb Rubber Modifier", performed pavement evaluation on 0.5 mile stretch of Studebaker road Road Materials and Pavement for the City of Long Beach. The surface condition assessment was Design, [2016] performed following the Caltrans Flexible Pavement Rehabilitation Manual. Boring and coring were performed to investigate the subsurface Ghavibazoo, A., Abdelrahman, condition of the road. Based on collected information, different M., and Ragab, M., "Evaluation rehabilitation strategies were calculated and recommended to the City of Oxidization of Crumb Rubber of Long Beach, including Cold In-place Recycled Asphalt Concrete Modified Asphalt During Short Pavement (CIRACP) and Cement Stabilized Pulverized Base (CSPB). Term Aging", Transportation Mr. Ghavibazoo provided the City with a final pavement evaluation and Research Record: Journal of the recommendation report, provided CIRACP mix design services, and Transportation Research Board, oversaw all quality assurance testing during placement and construction. [2015] Slover Avenue - Cherry Avenue to Mulberry Avenue, Fontana, CA Ghavibazoo, A., and Pavement Engineer & Project Manager. Twining provided geotechnical Abdelrahman, M., "Effect of services to evaluate Solver Avenue (from Cherry Avenue to Mulberry Crumb Rubber Modification on Avenue) and recommend rehabilitation strategies and provided material Short Term Aging Susceptibility testing and inspection during the construction phase. Our team of Asphalt Binder", International provided asphalt concrete pavement coring, identification of sub -surface Journal of Pavement Research & conditions and provided geotechnical recommendations for pavement Technology, 7(4), [2014] rehabilitation as well as performed materials testing and inspection during the construction phase. Mr. Ghavibazoo served as the pavement engineer and project manager. He conducted engineering analysis, and prepared pavement evaluation and recommendations. :• -D 34 RFP NO. r CITY OF SANTA ANA 25G-89 LOS ANGELES I CORPORATE OFFICE 1100 Corporate Center Drive, Suite 201 Monterey Park, CA 91754 P 323.260.4703 F 323.260.4705 ORANGE OFFICE 2141 W. Orangewood Avenue Orange, CA 92868 P 714.573.0317 F 714.573.9534 SAN BERNARDINO OFFICE 3190 Shelby Street, Bldg C Ontario, CA 91764 P 909.890.9693 F 909.890.9694 SAN DIEGO OFFICE 5095 Murphy Canyon Road, Suite 330 San Diego, CA 92123 P 619.683.2933 F 619.683.7982 KIwww.koacoi-p.com 25G-90 25G-92 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JANUARY 15, 2019 TITLE: APPROVE EXCHANGE OF REAL PROPERTY WITH SOUTHERN CALIFORNIA EDISON RELATED TO BRISTOL STREET IMPROVEMENTS PHASE 3A (PROJECT NO. 136792, NON -GENERAL FUND) (STRATEGIC PLAN NOS. 6, 1G; 3, 2C) y � CI MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 151 Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute an Agreement for the Exchange of Real Property listed below and goodwill (if any) with the following property owner, subject to nonsubstantive changes approved by the City Manager and City Attorney: No. Property Owner Property commonly Acquisition Amount known as / location Type 1 Southern California 1217 N. Bristol St. Exchange $0 Edison Company (APN 405-274-11) DISCUSSION Bristol Street is a north -south transportation corridor designated as a major arterial highway in the City's Circulation Element of the General Plan. Improving the 3.9 -mile Bristol Street segment from Warner Avenue to Memory Lane has been a long-term priority that is being constructed in several phases. Improvements include widening the street from two to three lanes in each direction, raised landscape medians, and bike lanes. The City is acquiring properties for the development of Phase 3A, bounded by Civic Center Drive and Washington Avenue. Property acquisitions for this phase are expected to be completed by Spring 2019 and construction is anticipated to begin in Summer 2019. Southern California Edison (SCE) has a power substation situated on property that fronts Bristol Street just south of Washington. In order to accommodate the improvements for Phase 3A, SCE has agreed to relocate their substation to a portion of City -owned property within the same block (Exhibit 1 -Location Map). The City has agreed to exchange the rear portion of City -owned 911 North Bristol with SCE. Under the Agreement (Exhibit 2), the parties will exchange fee interests in 25H-1 Property Exchange: Bristol Street Improvements Phase 3A January 15, 2019 Page 2 their respective properties with no further compensation. The appraised values of the two properties are consistent with each other. This property exchange will ensure that the relocated substation provides continued electrical grid stability. It will also enhance the aesthetics of the corridor by removing the substation from its current location adjacent to the intersection of Washington and Bristol, to a location further down the block. Settling the matter also avoids litigation costs of around $50,000 to $75,000. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #6 — Community Facilities & Infrastructure, Objective #1 (establish and maintain a Community Investment Plan for all City assets), Strategy G (develop and implement the City's Capital Improvement Program in coordination with the Community Investment and Deferred Maintenance Plans). Approval of this item also supports the City's efforts to meet Goal #3 — Economic Development, Objective #2 (create new opportunities for business/job growth and encourage private development through new General Plan and Zoning Ordinance policies), Strategy C (support business development and job growth along transit corridors through the completion of critical transit plans/projects). ENVIRONMENTAL IMPACT In 1990, City Council approved the Bristol Street Final Environmental Impact Statement/Environmental Impact Report (FEIS/EIR No. 89-01). Due to several minor design modifications in Phase 4, which lies between Warner Avenue and St. Andrew Place, an Addendum to the FEIS/EIR was prepared and adopted pursuant to the California Environmental Quality Act by City Council on April 7, 2015. FISCAL IMPACT Therel�no fiscal impact associated with this action. n Fuad S. $weiss, PE, PLS Public WoNs Agency FM/EWG/JG/ST Exhibits: 1. Location Map 2. Property Exchange Agreement 25H-2 4 MATCHLINE I NTS I sm BELOW Fdcw 10TH STREET 9111 STREET r w J m CMC CENTER DR. of I power WASHINGTON AVENUE 12TH STREET substation LES SEE ABOVE LST ® -MECT rRMRTIES dI & ORANC 1e_^S.dS�L iO i 3 0 SANTA ANA � APPROVE EXCHANGE OF REAL PROEPM FOR BRISTOL ME MPWAM STREET MPROVENM PHASE 3A (PROJECT NO 136792Z, NON -GENERAL RM) STRATEGIC PLAN NOS. 6.10 3, 2C PAGE 1 GF 1 25H-3 25H-4 AGREEMENT FOR EXCHANGE OF REAL PROPERTY This Agreement for Exchange of Real Property ("Agreement") is entered as of the day of 2018, by and between the CITY OF SANTA ANA, a charter city and municipal corporation duly organized under the Constitution and laws of the State of California (`1City)" , and SOUTHERN_ CALIFORNIA EDISON COMPANY, a California corporation. The City and SCE are hereinallei• sometimes referred to collectively as the "Parties." RECITALS A. City owns certain real property commonly known as Orange County Assessor Parcel No. 405-262- 24, located at 911 N. Bristol Street in the City of Santa Ana, County of Orange, State of California, as more particularly described and depicted in the Legal Description attached hereto as Exhibit A and incorporated herein by reference ("City Property"). B. SCE owns certain real property commonly known as Orange County Assessor Parcel No. 405-274- 11, located at 1217 N. Bristol Street in the City of Santa Ana, County of Orange, State of California, as more particularly described and depicted in the Legal Description attached hereto as Exhibit B and incorporated herein by reference ("SCE Property"). C. The Parties desire by this Agreement to provide the terms and conditions for the exchange of fee interests in the City Property and the SCE Property, together with all rights, easements and appurtenances thereto. AGREEMENT THEREFORE, for and in consideration of their mutual promises, covenants and agreements, and subject to the terms, conditions and provisions of this Agreement, the Parties agree as follows: 1. Exchange of Real Property I.I. Conveyance by City. City agrees to convey the City Property to SCE by Grant Deed, and SCE agrees to accept the same from the City. 1.2. Conveyance by SCE. SCE agrees to convey the SCE Property to City by Grant Deed, and City agrees to accept the same from SCE. 2. Consideration 2.1 Consideration. In full and complete payment for the exchange of fee interests in the City Property and the SCE Property, City shall provide to SCE a signed grant deed for the City Property in the form attached as Exhibit C, and SCE shall provide to City a signed grant deed for the SCE Property in the form attached as Exhibit D. 3. Escrow 3.1 Escrow Agent. Within five (5) days from and after the execution of this Agreement by all Parties, City agrees to open an escrow at the office of Commonwealth Title Company at 4100 Page I of 15 EXHIBIT 2 25H-5 Newport Place Dr. Suite 120, Newport Beach, California ("Escrow Agent"). This Agreement constitutes the joint escrow instructions of the Parties and a duplicate original of this Agreement shall be delivered to the Escrow Agent upon the opening of the escrow ("Effective Date"). 3.2 Escrow Agent Authorization. The Escrow Agent hereby is empowered to act under this Agreement and the General Escrow Provisions, attached hereto as Exhibit E and incorporated herein by reference, and upon indicating its acceptance of this Agreement and the General Escrow Provisions, in writing, delivered to the Parties within five (5) days after delivery of this Agreement, shall carry out its duties as Escrow Agent hereunder. 3.3 Escrow Aaent Liability. The liability to the Escrow Agent under this Agreement is limited to performance of the obligations imposed upon it under this Agreement. 3.4 Closing Costs. City agrees to bear, and Escrow Agent is hereby authorized to charge to the City the cost of any transfer taxes, recording fees, cost of title insurance, re -conveyance fees, document preparation fees, escrow fees acid any other closing costs incidental to the conveying of SCE Property to City. City and SCE agree to split, and Escrow Agent is hereby authorized to charge equally to the City and SCE, the cost of any transfer taxes, recording fees, cost of title insurance, re -conveyance fees, document preparation fees, escrow fees and any other closing costs incidental to the conveying of City Property to SCE. 3.5 Title Insurance. The Parties agree to deliver, concurrently with the conveyance of said real properties, within the time and at the place hereinabove specified for said conveyance of said real property, a policy of title insurance (each, the "Title Policy") to be issued by the above mentioned title company, with the receiving Party therein named as the insured, in an amount equal to the appraised value of the subject property, insuring the title to said real property is free and clear of any and all conditions, restrictions, reservations, exceptions, easements, assessments, profits, limitations, encumbrances (whether monetary or non -monetary, general or specific, and including any and all leasehold interests), liens, clouds or defects in title, excepting such specific ones as the receiving Party may hereinafter expressly agree to take subject to. Acceptance by the receiving Party of any such policy of insurance, whether such insurance complies with the requirements of this paragraph or not, shall not constitute a waiver by the receiving Party of its right to such insurance as is herein required of the granting Party, nor a waiver by the receiving Party of any rights of action for damages or any other rights which may accrue to the receiving Party by reason of the failure of the giving Party to convey title or to provide title insurance as required in this Agreement. 3.6 Property Taxes. (a) Such real property taxes, if any, on the subject real properties for the fiscal year within which said real property is conveyed to the receiving Party as are unpaid at the time of said conveyance shall be cleared and paid in accordance with the provisions of Section 4986 of the Revenue and Taxation Code of the State of California. (b) The granting Party shall be eligible for a refund under Section 5096.7 of the Revenue and Taxation Code of the State of California for that portion of property taxes on said real property for said fiscal year which have been paid prior to the date the deed conveying said real property to the receiving Party is recorded which is allocable to that portion of the fiscal year which begins on the date the deed conveying said real Page 2 of 15 25H-6 property to the receiving Party is recorded and made uncollectible if unpaid by reason of Section 5086 of the Revenue and Taxation Code of the State of California. To the extent that the granting Party has prepaid any taxes or assessments attributable to the subject real property, the granting Party shall be solely responsible for obtaining any refund due thereon from the taxing authority. Upon written request, the receiving Party shall assist the granting Party, at the granting Party's sole cost, in obtaining said refund, if any; however, in no case shall the receiving Party credit or otherwise pay the granting Party for that refund, if any, through or outside of Escrow. (c) All unpaid taxes on either property for any and all years prior to the fiscal year within which said conveyance is made shall be paid by the granting Party before conveyance of said real property to the receiving Party. 3.7 Deposit of Funds and Documents. (a) Prior to Close of Escrow (as defined below), the Parties shall deposit into Escrow (i) all escrow and Closing Costs as described above; and (ii) such other documentation as is necessary to close Escrow; (b) Prior to the Close of Escrow, each Party shall deposit into Escrow (i) the properly executed grant deed for conveyance of each Property; (ii) a duly executed bill of sale, assignment and assumption agreement with respect to the tangible and intangible personal property included in each Property; and (iii) such other documents and sums, if any, as are necessary to close Escrow in conformance herewith. 3.8 Conditions Precedent to Close of Escrow. The obligation of the Parties to exchange the Properties as contemplated by this Agreement and the Close of Escrow is subject to satisfaction of each of the following conditions: (a) All representations and warranties of each Party set forth in this Agreement shall be true and correct as of the date of the Close of Escrow; (b) Each Party shall timely perform all obligations required by the terms of this Agreement to be performed by it; (c) The irrevocable and unconditional written agreement of Title Company to record the grant deeds at the Close of Escrow and to issue the Title Policy to the receiving Party, effective as of the date and time the deed is recorded; and, (d) No material adverse physical change to either Property, including those caused by condemnation and/or casualty, shall have occurred subsequent to the Effective Date and on or prior to the Close of Escrow. 3.9 Close of Escrow. The Escrow Agent is hereby authorized to close escrow upon and after (a) receipt of the documents and funds in Section 3.7 and (b) confirmation of the approval of the Close of Escrow by the City and SCE ("Close of Escrow"), at which time the Escrow Agent shall: (a) Record the Grant Deed conveying the City Property and the Grant Deed conveying the SCE Property in the Official Records of Orange County, Page 3 of 15 25H-7 (b) Disburse the funds deposited into escrow by the Parties in accordance with the closing statements executed by the Parties; (c) Deliver to the City (a) promptly following the Close of Escrow, one (1) original of the bill of sale, assignment and assumption agreement for each Property, (b) within one (1) business day following recordation a conformed copy of (i) the City Property grant deed and (ii) the SCE Property grant deed; and (c) when issued, the Title Policy for the SCE Property; and � (d) Deliver to SCE (a) promptly following the Close of IEscrow, one (1) original of tate bill of sale, assignment and assumption agreement for each property, (b) within one (1) business day following recordation a conformed copy of (i) the City Property grant deed and (ii) the SCE Property grant deed; and (c) when issued, the Title Policy for the City Property. If escrow is not in a condition to close by the Close of Escrow, and failure to close is due to unforeseen conditions of title or interest of third parties in either Property that cannot be resolved in Escrow, then either Party may, at its option, request cancellation of Escrow and this Agreement and return of any funds it has deposited into escrow. Thereupon, all obligations and liabilities of the Parties under this Agreement shall cease and terminate. If no such request is made, Escrow shall be closed as soon as possible thereafter. Subject to satisfaction of the conditions to Closing set forth in this Agreement, the Close of Escrow shall occur on or before December 31, 2018. 4. Representations and Warranties 4.1 Representations and Warranties of City. City makes the following representations and warranties with respect to the City Property, each of which shall survive Close of Escrow: (a) The execution and delivery of this Agreement, performance hereunder, and the consummation of the transaction contemplated hereby will not constitute a violation of any order or decree or result in the breach of any contract or agreement to which the City is at present a party or by which the City is bound. (b) To City's actual knowledge, no litigation and no governmental, administrative or regulatory act or proceeding regarding the environmental, health and safety aspects of the City Property is pending, proposed or threatened. (c) City will not enter into any agreements or undertake any new obligations prior to Close of Escrow that will in any way burden, encumber or otherwise affect the City Property without the prior written consent of SCE. (d) City is aware of its obligation under California Health and Safety Code Section 25359.7 to disclose any knowledge which they may have regarding any release of Hazardous Substances (as defined by applicable federal, state and local statutes, rules and regulations) upon or under the City Property. City warrants and represents to Page 4 of 15 25H-8 SCE that City is not aware that any such Hazardous Substances have been generated, stored or disposed of upon or under the City Property. (e) To the best of City's knowledge the City Property complies with all applicable laws and governmental regulations including, without limitation, all applicable federal, state, and local laws pertaining to air and water quality, hazardous waste, waste disposal, and other environmental matters, including, but not limited to, the Clean Water, Clean Air, Federal Water Pollution Control, Solid Waste Disposal, Resource Conservation Recovery and Comprehensive Environmental Response Compensation and Liability Acts, and the California Environment Quality Act, and the Hiles, regulations, and ordinances of the City, the California Department ofHealth Services, the Regional Water Quality Control Board, the State Water Resources Control Board, the Environmental Protection Agency, and all applicable federal, state, and local agencies and bureaus. (f) City, as a government agency, has not been subject to real property tax assessment on the City Property. Transfer of title to the City Property to SCE at the Close of Escrow may subject the City Property to an assessment from the Orange County Office of the Assessor and shall be the obligation of SCE henceforth. 4.2 Representations and Warranties of SCE. SCE makes the following representations and warranties with respect to the SCE Property, each of which shall survive Close of Escrow: (a) The execution and delivery of this Agreement, performance hereunder, and the consummation of the transaction contemplated hereby will not constitute a violation of any order or decree or result in the breach of any contract or agreement to which SCE is at present a party or by which SCE is bound. (b) To SCE's actual knowledge, no litigation and no governmental, administrative or regulatory act or proceeding regarding the environmental, health and safety aspects of the SCE Property is pending, proposed or threatened. (c) SCE will not enter into any agreements or undertake any new obligations prior to Close of Escrow that will in any way burden, encumber or otherwise affect the SCE Property without the prior written consent of the City. (d) SCE is aware of its obligation under California Health and Safety Code Section 25359.7 to disclose any knowledge which they may have regarding any release of Hazardous Substances (as defined by applicable federal, state and local statutes, rules and regulations) upon or under the SCE Property. SCE warrants and represents to the City that SCE is not aware that any such Hazardous Substances have been generated, stored or disposed of upon or under the SCE Property, except as disclosed in Section 6.2 below. (e) To the best of SCE's knowledge and except as disclosed in Section 6.2 below, the SCE Property complies with all applicable laws and governmental regulations including, without limitation, all applicable federal, state, and local laws pertaining to air and water quality, hazardous waste, waste disposal, and other environmental matters, including, but not limited to, the Clean Water, Clean Air, Federal Water Page 5 of 15 25H-9 Pollution Control, Solid Waste Disposal, Resource Conservation Recovery and Comprehensive Environmental Response Compensation and Liability Acts, and the California Environment Quality Act, and the rules, regulations, and ordinances of the City, the California Department of Health Services, the Regional Water Quality Control Board, the State Water Resources Control Board, the Environmental Protection Agency, and all applicable federal', state, and local agencies and bureaus. 5. Right of Possession 5.1. Richt of Possession. The Parties agree to deliver to each other quiet and peaceful physical and legal possession of the respective Properties, free of all personal property, effective as of the Close of Escrow. 6. As -Is Condition 6.1 As -Is Condition. Parties shall rely solely and exclusively upon the results of their own Due Diligence Investigations of the subject Properties with regard to any physical condition or state of the Properties. By completing the exchange of the Properties, Parties evidence their unconditional acceptance of the condition of each respective Property. Parties acknowledge and agree that each is acquiring its respective Property on an "AS -IS," "WHERE -IS" basis. Parties are not offering to acquire the respective Property based on any representation by the other Party, or a third party, except those expressly set forth in this Agreement. Parties hereby acknowledge that the exchange of the Properties is without warranties of any kind from the other Party, expressed or implied, except as expressly set forth in this Agreement, as to the condition of the subject Property or its improvements, if any, including, without implied limitation, soils, access to the subject Property or to utilities, appliances, structure utility systems, roof, foundation, landscaping or any other component of the subject Property. Parties do not warrant that either Property conforms with any ordinances, including, without implied limitation, zoning or building ordinances. 6.2 SCE Disclosure: Post -Closing Testing. SCE conducted environmental testing on the SCE Property, which produced three samples at 0.5 feet with arsenic concentrations of 6.4, 8.6 and 13 mg/kg. SCE has agreed to do additional testing of the SCE Property after the Close of Escrow once the City has demolished and removed the existing substation, including its foundation and slab. SCE will take eight (8) additional soil samples at 0.5 and 2.0 feet. SCE's consultant will calculate the 95% upper control limit ("UCL") of the mean for the two previous and the eight new samples at 0.5 feet using the Environmental Protection Agency's distributed program ProUCL 5.1. The result will be compared to the California Department of Toxic Substances Control's criteria of 12 mg/kg for school sites. If the 95% UCL of the mean is less than the screening criteria, (a) the SCE Property will be immediately available for use by the City and (b) SCE will not remediate the SCE Property. If the 95% UCL of the mean exceeds the criteria, then a shallow soil excavation and haul remediation plan will be developed and implemented by SCE. The SCE Property will be available for City use upon the completion of the SCE remediation plan. The City shall issue a temporary entry permit to SCE for such testing and remediation. The obligations of this Section 6.2 shall survive the Closing. 7. Acknowledgement of Full Benefits Page 6 of 15 25H-10 7.1 Full Benefits. By execution of this Agreement, the Parties hereby acknowledge that this Agreement provides full payment for the acquisition of the subject Properties, and each Party hereby expressly and unconditionally waives any claim for damages, interest, loss of goodwill, severance damages, or any other compensation or benefits other than as already expressly provided for in this Agreement, it being understood that this is a complete and full settlement of all acquisition claims, liabilities, or benefits of any type or nature whatsoever relating to or in connection with the acquisition of the subject Properties. 8. Remedies 8.1 Remedies. If either Party i defaults under this Agreement, and such default is not cured wii thin thirty (30) days following the date of written notice of default, then the other Party may either: (i) terminate this Agreement by written notice, whereupon this Agreement and the obligations of the Parties hereunder shall terminate (other than those obligations that expressly survive a termination of this Agreement); or (ii) bring an action for specific performance of this Agreement. 9. Miscellaneous 9.1 Notice. All notices or other communication provided for under this Agreement shall be in writing, and shall be delivered personally, sent by reputable overnight mail equivalent carrier, or sent by registered or certified mail, return receipt requested, postage prepaid, addressed to the person to receive such notice or communication at the following address and shall be effective upon the earlier of actual receipt or refusal to accept delivery: If to the City: The City of Santa Ana Clerk of the Council 20 Civic Center Plaza P.O. Box 1988 Santa Ana, CA 92702 With a copy to: City Attorney 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, CA 92702 If to SCE: Southern California Edison Company 2 Innovation Way PIV 2, 2nd Floor Pomona, California 91768 Phone: 909-274-1896 E-mail: richard.fujikawa@sce.com With a copy to: Southern California Edison Company 2244 Walnut Grove Avenue Rosemead, California 91770 Attention: Claire Keane, Esq. Phone: 626-302-6654 E-mail: claire.keane@sce.com Page 7 of 15 25H-11 Notice of change of address shall be given by written notice in the manner set forth in this subsection. 9.2 Time is of the Essence. Time is of the essence with respect to each and every provision hereof. 9.3 Waivers. The waiver by either Party of any breach of any covenant or agreement herein contained on the part of the other Party shall not be' deemed or held to be a waiver of any subsequent or other breach of said covenant or agreement nor a waiver of any breach of any other covenants or agreements contained herein. 9.4 Assignment. Neither this Agreement, nor any interest herein, shall be assignable by any Party without prior written consent of the other, non -assigning Party hereto. 9.5 Inurement. Subject to the restrictions against assignment as herein contained, this Agreement, and all the terms, covenants, and conditions hereof, shall inure to the benefit of and shall be binding upon, the assigns, successors in interest, personal representatives, estates, heirs and legatees of the respective parties hereto. 9.6 Governing Law. All questions with respect to this Agreement, and rights and liabilities of the Parties hereto, shall be governed by the laws of the State of California. Venue shall be in the County of Orange. 9.7 Attorney Fees. In the event of any controversy, claim or dispute between the Parties hereto, arising out of or relating to this Agreement or the breach thereof, the prevailing party shall be entitled to recover from the other party reasonable expenses, attorney fees and costs. 9.8 Entire Agreement. The Agreement contains the entire agreement of the Parties hereto, and supersedes any prior written or oral agreements between them concerning the subject matter contained herein. There are no representations, agreements, arrangements, or understandings, oral or written, between the Parties hereto,. relating to.the subject matter contained in this Agreement which are not fully expressed herein. 9.9 Additional Documents. All Parties hereto agree to execute any and all additional documents and instruments necessary to carry out the terns of this Agreement. 9.10 No Merger. All warranties, representations, acknowledgements, releases, covenants and obligations contained in this Agreement shall survive delivery and recordation of the grant deeds. 9.11 Contingency. It is understood and agreed between the Parties hereto that the completion of this transaction, and the escrow created hereby, is contingent upon the specific acceptance and approval of the City herein. The execution of these documents and the delivery of same to Escrow Agent constitute said acceptance and approval. 9.12 Modification and Amendment. This Agreement may not be modified or amended except in writing signed by the Parties. 9.13 Partial Invalidity. Any provision of this Agreement that is unenforceable or invalid or the conclusion of which would adversely affect the validity, legality, or enforcement of this Page 8 of 15 25H-12 Agreement shall have no effect, but all the remaining provisions of this Agreement shall remain in full force. 9.14 Captions. Captions and headings in this Agreement, including the title of this Agreement, are for convenience only and are not to be considered in construing this Agreement. 9.15 No Reliance by One Party on the Other. Each Party has received independent legal advice from its attorneys with respect to the advisability of executing this Agreement and the meaning of the provisions hereof. The provisions of this Agreement shall be construed as to their fair meaning, and not for or against any Party based upon any attribution to such Party as the source of the language in question. 9.16 No Third Party Beneficiary. This Agreement is intended to benefit only the Parties hereto and no other person or entity has or shall acquire any rights hereunder. 9.17 Duty to Cooperate Further. Each Party hereby agrees that it shall, upon request of the other, execute and deliver such further documents (in form and substance reasonably acceptable to the Party to be charged) and do such other acts and things as are reasonably necessary and appropriate to effectuate the terms and conditions of this Agreement, without cost. 9.18 Incorporation of Exhibits. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 9.19 Authority to Execute Agreement. The persons executing this Agreement and the instruments referenced herein on behalf of City and SCE hereby represent and warrant that such persons have the right, power and authority to bind City and SCE, respectively. SCE 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. 9.20 Counterparts. This Agreement may be signed in counterpart or duplicate copies, and any signed counterpart or duplicate copy shall be equivalent to a signed original for all purposes. (SIGNATURES ON NEXT PAGE] Page 9 of 15 25H-13 SIGNATURE PAGE TO AGREEMENT FOR EXCHANGE OF REAL PROPERTY written, IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above CITY: CITY OF SANTA ANA, a California charter city and municipal corporation By: Raul Godinez II City Manager ATTEST: By: Maria Huizar Clerk of the Council APPROVED AS TO FORM: By: __�k(Tnne Jo M. Funk A is. I City Attorney RECOMMENDED BY: By: Fuad S. Sweiss, Executive Director Public Works Agency Southern California Edison Company, a California corporation: By: ' Name: Title: Page 10 of 15 25H-14 CITY PROPERTY EXHIBIT A Page 11 of 15 25H-15 EXHIBIT 'A' LEGAL DESCRIPTION WESTERLY PORTION OF A.P. No. 405-262-24 IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, BEING A PORTION OF THE UNDERLYING PARENT PARCEL AS DESCRIBED IN THE GRANT DEED RECORDED AUGUST 16TH, 2016, AS INSTRUMENT No. 2016000384991, OFFICIAL RECORDS OF SAID COUNTY, SAID BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS% ALL THAT CERTAIN REAL PROPERTY SITUATED IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: TIIAT PORTION OF "LOURIE'S SUBDIVISION OF PORTION OF HEDGES ADDITION TO SANTA ANA" IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 5, PAGE 12 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS: THE WEST ONE-HALF (WI/2) OF THE SOUTH 50 FEET OF THE NORTH 124 FEET OF THE FOLLOWING DESCRIBED LAND: BEGINNING AT A POINT 325 FEET WEST OF THE NORTH-EAST CORNER OF LOT 4 IN BLOCK "A" OF HEDGES ADDITION TO SANTA ANA, AS SHOWN ON A MAP RECORDED IN BOOK 31, PAGE 48 OF MISCELLANEOUS RECORDS OF LOS ANGELES COUNTY, CALIFORNIA; - THENCE NORTH PARALLEL TO THE WEST LINE OF BAKER STREET 374 FEET; THENCE WEST 325 FEET TO THE EAST LINE OF BRISTOL STREET, AS SAID STREET EXISTED ON MAY 26,1908; THENCE SOUTH ALONG THE EAST LINE OF SAID BRISTOL STREET, 374 FEET TO THE NORTH-WEST CORNER OF LOT 19 IN BLOCK "B" OF SAID HEDGES ADDITION; THENCE EAST 325 FEET TO THE POINT OF BEGINNING; EXCEPTING THEREFROM THAT PORTION OF SAID LAND CONVEYED TO THE CITY OF SANTA ANA FOR STREET PURPOSES BY DEED RECORDED JANUARY 6, 1927 IN BOOK 7, PAGE 40, OF OFFICIAL RECORDS OF SAID ORANGE COUNTY. SAID PORTION BEING DESCRIBED MORE PARTICULARLY HEREIN AS THE SOUTH 17.00 FEET, TOGETHER WITH THE EAST 69.00 FEET, OF THAT PORTION OF SAID UNDERLYING PARCEL LYING WEST OF A LINE, THE NORTH TERMINUS OF SAID LINE BEING THE SOUTHEAST CORNER OF THAT PARCEL DESCRIBED IN THE GRANT DEED RECORDED JUNE 17TH, 2016, AS INSTRUMENT No. 2016000256217, OFFICIAL RECORDS OF SAID COUNTY, SAID CORNER ALSO BEING THE SOUTHWEST CORNER OF THAT PARCEL DESCRIBED IN THE GRAND DEED RECORDED MARCH 8TH, 2004, AS INSTRUMENT No. 2004000181968, OFFICIAL RECORDS OF SAID COUNTY, THE SOUTH TERMINUS OF SAID LINE BEING THE NORTHEAST CORNER OF THAT PARCEL DESCRIBED IN THE GRANT DEED RECORDED NOVEMBER 29TH, 2016, AS INSTRUMENT No. 2016000601396, OFFICIAL RECORDS OF SAID COUNTY, SAID 25H-16 CORNER ALSO BEING THE NORTHWEST CORNER OF THAT PARCEL DESCRIBED IN THE GRAND DEED RECORDED MAY 18TH, 2012 AS INSTRUMENT No. 2012000286972, OFFICIAL RECORDS OF SAID COUNTY; EXCEPTING FROM SAID PORTION MORE PARTICULARLY DESCRIBED HEREIN ABOVE THOSE LANDS LYING WESTERLY FROM A LINE, SAID LINE BEING CONCENTRIC WITH AND 64.00 FEET EASTERLY FROM THE FOLLOWING DESCRIBED LINE: COMMENCING AT THE CENTERLINE INTERSECTION OF 9TH STREET AND BRISTOL STREET, SAID BEING SHOWN ON THE MAP OF TRACT No. 1262, FILED IN BOOK 39, PAGE 6, OF MISCELLANEOUS MAPS, RECORDS OF SAID COUNTY; THENCE NORTH 1°31'41" EAST, 390.07 FEET ALONG SAID CENTERLINE OF BRISTOL STREET TO A POINT OF CUSP WITH A CURVE, SAID CURVE BEING CONCAVE WESTERLY AND HAVING A RADIUS OF 2000.00 FEET, SAID POINT OF CUSP BEING THE TRUE POINT OF BEGINNING; i THENCE SOUTHERLY ALONG SAID CURVE 223.68 FEET,THROUGH A CENTRAL ANGLE OF 6024'29" TO A POINT OF REVERSE CURVATURE, SAID REVERSE CURVE BEING CONCAVE EASTERLY AND HAVING A RADIUS OF 2000.00 FEET; THENCE SOUTHERLY ALONG SAID CURVE 223.63 FEET THROUGH A CENTRAL ANGLE OF 6°24'23" TO SOUTHERLY TERMINUS; HEREINABOVE DESCRIBED PARCEL CONTAINING AN AREA OF 4,466 SQUARE FEET, MORE OR LESS; SUBJECT TO COVENANTS, CONDITIONS, RESTRICTIONS, EASEMENTS, AND RIGHTS OF WAY OF RECORD, IF ANY; ALL SHOWN ON EXHIBIT `A-1', ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF THIS DESCRIPTION WAS PREPARED BY rkhwy�. JOHNSON-FRANK & ASSOCIATES, INC., UNDERTHE DIRECT SUPERVISION OF ANTHONY C. CUOMO, PLS 6042, ON FEBRUARY 22ND, 2017. OF 25H-17 LL LL h or\ Q V Ip �! Iv uJ o 20<S•y1Hy o z� S3 -Y° StP I so `2 OZ `S'� od2 2`s9 \sOd \�9r ADO db \S �r y oa 10'09 1 3 6Z,ZGION Q 0 3 90,00,Z0N a Or\c' .O 66' N\- \ 292\ M1 a °m �&Io p10�°b s0a �=JI h O 2 mN �i J y2 \ Q D m 3,S0,OZ.MN '- o `O2 O N N�16 N 0 Q N Ni N Nm 3 .Ll ci^ No a W �— Zp • z z i !8� 0£. lO _ ---- LOy0�=7 _ Ci v ^ q r ui7Z=7 3 M W.vyu� Ni Q V !nl ¢ N zi R 25H-18 -aI R wy ZZ ao m Z a wg C SFsOO z ' F wo 0 a NZ Jw U OU Nj mU 0 SCE PROPERTY EXHIBIT B Page 12 of 15 25H-19 EXHIBIT "A" LEGAL DESCRIPTION APN 405-274-11 SERIAL 71376A I THE SOUTHERLY 40 FEET OF THE LOT 32, IN TRACT NUMBER 923, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 29, PAGE 14 OF MISCELLANEOUS MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. CONTAINING 3,853 SQUARE FEET OR 0.09 ACRES, MORE OR LESS. ALL FOUND MONUMENTS DESCRIPTIONS, BASIS OF BEARINGS, COURSES, ETC. ARE AS SHOWN ON EXHIBIT `B" ATTACHED HERETO AND MADE A PART HEREOF. PRE/PdL1i2EDBYM,,E�OR UNDER MY DIRECTION i�'yJ -V "'eT, DaTF (C-O� BRIAN W. MOORE, P.L.S. No. 7533sawVV- SOUTHERN CALIFORNIA EDISON COMPANY BooleUm 75133 # 25H-20 I � � I 3 I I I I by I I I I o I � � �o I I moi' I nN I I I I o 0 e� I o� I hW o �gtig I � \ �---7---- W j 4 o I o Lo H O p vb 10 h o ^f M y�h0 N \b CC b�yb R SZ p U (L p 3 m NO qPo w •,, I o 0 � --- 35nm � \ o °1 • O m Q W Qa U D y n M_ 3 LL) C ti m o N m� n ' z ZLO Q 0 0 \ < 2 cc O y o Q 6 g Z L4 a p O• U w N g x} a O U m W� d _ __ O _ — -- — -- — — ti �j D �P'1 M I y N I O O ' 25H-21 m NO •,, I o 0 0 • 0 m ��Y I U a 3 &moi C ti I Io o Q 0 0 _ _ 2 cc Ln Z L4 ZSc�ie In W� d 25H-21 CITY PROPERTY DEED EXHIBIT C Page 13 of 15 25H-22 RECORDING REQUESTED BY WHEN RECORDED MAIL TO SOUTHERN CALIFORNIA EDISON COMPANY 2 INNOVATION WAY, 2ND FLOOR POMONA, CA 91768 ATTN: TITLE & VALUATION GRANT DEED Location: City or Santa Ana A.P.N. 405-262-24 RP File No: ACQ203334782 SCE Document: 514156 LINE FOR RECORDER'S USE Serial No. 71371A COMPUTED ON FULL VALUE OF PROPERTYCONVEYED APPROVED — OR COMPUTED ON FULL VALUE LESS LIENS AND ENCUMBRANCES REMAND40 AT TIME OF SALE Real rnwoola Dolled=At SIGNATURE OF DECLARANTOR AGENT DETERKNING TAX FIRM NAME DY G9 DATE 00!071 FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, CITY OF SANTA ANA, a charter City and municipal corporation duly organized under the Constitution and laws of the State of California, (hereinafter referred to as 'Grantor', hereby GRANTS to SOUTHERN CALIFORNIA EDISON COMPANY, a corporation (hereinafter referred to as aGranteel that certain real property in the City of Santa Ana, County of Orange, State of California, described as follows: Said property is more particularly described in the Exhibit 'A" and more particularly depicted an the Exhibit 'A-1", both attached hereto and by this reference made a part hereof. SUBJECT TO current real property taxes and to covenants, conditions, restrictions, reservations, exceptions, rights and easements of record. EXECUTED this day of 20_, CITY OF SANTA ANA, a charter city and municipal corporation By Raul Godinez II City Manager MAIL TAX STATEMENTS----- S.C.E. C/O David Lee 2244 Walnut Grove Avenue Rosemead, CA 91770 (Attn: Tax Dept.) 25H-23 Grant Deed City of Santa Ana, to S.C.E. Co., a corp. Serial No. 71377A RP File No.: ACQ203334782 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, a Notary Public, personally appeared basis of satisfactorywho proved to me on the instrument and acknowledged to me evidence to be the person(s) whose names) is/are subscribed to the within I he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate isattached, and not the truthfulness, accuracy, or validity of that document. State of California County of _ l On before me, personally appeared a Notary Public, basis of satisfactory evidence to be the person(s) whose name(sj is/are subscribedwho vedto meon on the instrument and acknowledged and to me that he/she/they executed the same in his/her/their thin authorized capupon behalf and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing Paragraph is true and correct. WITNESS my hand and official seal. Signature _2. 25H-24 SCE PROPERTY DEED EXHIBIT D Page 14 of 15 25H-25 RECORDING REQUESTED BY SOUTHERN CALIFORNIA EDISON COMPANY WHEN RECORDED MAIL TO CLERK OF THE COUNCIL CITY OF SANTA ANA 20 CIVIC CENTER PLAZA, M30 SANTA ANA, CALIFORNIA 92701 FREE RECORDING REQUESTED BY THE CITY OF SANTA ANA PER GOVERNMENT CODE 6103 GRANT DEED Location: City of Santa Ana A.P.N. 405-274-11 RP File No. GRT203334782 Affects SCE Doc. No. 83619 SPACE ABOVE THIS LINE FOR RECORDER'S USE DOCUMENTARY TRANSFER TA%S___ COMPUTED ON PULL VALUE OF PROPERTY CONVEYED SeAal Nm 713764 SerAce Oe1e,881598596 APPROVED _OR COMPUTED ON FULL VALUE LESS LIENS AND REAL PROPERTIES ENCUMBRANCES REMAINING AT TIME OF SALE DEPARTMENT O At ERM O SIGNATURE OF DECLARANT OR AGENT DETERLBNWI TAX FetM NAME BY GS DATEOMI18 FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, SOUTHERN CALIFORNIA EDISON COMPANY, a corporation, (hereinafter referred to as "Grantor") hereby GRANTS to the CITY OF SANTA ANA, a charter city and municipal corporation duly organized under the Constitution and laws of the State of California (hereinafter referred to as "Grantee"), that certain real property in the,City of Santa Ana, County of Orange,. State of California; describedas follows: Said property is more particularly described on the Exhibit "A", and more particularly depicted on the Exhibit "8", both attached hereto and by this reference made a part hereof. The real property hereby conveyed is not necessary or useful in the performance of the duties of said Southern California Edison Company to the public. SUBJECT TO current real property taxes and to covenants, conditions, restrictions, reservations, exceptions, rights and easements of record. MAIL TAX STATEMENTS TO: 25H-26 Grant Deed S.C.E. Co., a corp., to City of Santa Ana Serial No. 71376A Affects SCE Document No. 83619 IN WITNESS WHEREOF, said Southern California Edison Company has caused this instrument to be executed this 06 day of `�4>�15�5 , 20-0—. SOUTHERN CALIFORNIA EDISON COMPANY, a corporation By . NESTOR MARTINEZ Vice President Engineering & Technical Services 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 lttl; l_�__.ElVS1 On A�AO}2�2416 before me, basis of satisfactory evidence to be thc instrument and acknowledged to me authorized capacitylfe3f, and that by hie the entity upon behalf of which the persc ZPam \SU\ I a Notary Public, who proved to me on the sonKwhose m aeX is/aig subscribed to the within .t he/she/illy executed the same in his/Ilfirlty6ir ItlAir signatureA on the instrument the person(py,, or 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. STEPHARIE TSAI Hotary Public • California Signature t i Riverside County X Commission 02187110 k9 Comm. Eo Iron Oct 8.2020 '2- 25H-27 EXHIBIT E (Commonwealth Land Title) GENERAL ESCROW PROVISIONS All disbursements shall be made by Escrow's check. All funds received in this escrow shall be deposited in one or more of your general escrow accounts with any bank doing business in the State of California and may be transferred to any other general escrow account or accounts. The expression "close of escrow" means the date on which instruments referred to herein are filed for record. All adjustments are to be made on the basis of a 30 -day month. Recordation of any instruments delivered through this escrow, if necessary or proper in the issuance of a policy of title insurance called for, is hereby authorized. There shall be no proration of any existing insurance policies in this escrow. You are to furnish a copy of these instructions, amendments thereto, closing statements and/or any other documents deposited in this escrow to the lender or lenders, the real estate broker or brokers and/or the attorney or attorneys involved in this transaction upon request of such lenders, brokers or attorneys. Should you before or after close of escrow receive or become aware ofany conflicting demands or claims with respect to this escrow or the rights of any of the parties hereto, or herein affected hereby, you shall have the right to discontinue any or all fany money or property deposited urther acts on your part until such conflict is resolved to your satisfaction, and you shall have the further right to commence or defend any action or proceedings for the determination of such conflict. The parties hereto jointly and severally agree to pay all costs, damages, judgments and expenses, including reasonable attorney's fees, suffered or incurred by you in connection with, or arising out of this escrow, including, but without limiting the generality of the foregoing, a suit in interpleader brought by you. In the event you file a suit in interpleader, you shall ipso be fully released and discharged from all obligations imposed upon you in this escrow. facto If for any reason funds are retained or remain in escrow, you are to deduct therefrom a reasonable monthly charge as custodian thereof of not less than $10.00 per month. Time is declared to be the essence of these instructions. Ifyou are unable to comply within the time specified herein and such additional time as is required to make an examination of the official records, you will return all documents, money or property to the party entitled thereto upon satisfactory written demand and authorization. Any amendment of and/or supplement to any instructions must be in writing. The seller agrees to sell and the buyer agrees to buy the property herein described upon the terms hereof. These escrow instructions, and amendments hereto, may be executed in one or more counterparts, each of which independently shall have the same effect as if it were the original, and all of which taken together shall constitute one and the same instruction. Page 15 of 15 25H-28 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JANUARY 15, 2019 TITLE: APPROVE PURCHASE AGREEMENTS FOR REAL PROPERTY ACQUISITIONS FOR WARNER AVENUE IMPROVEMENTS PHASE 1 (PROJECT NO. 14-6802) (NON -GENERAL FUND) (STRATEGIC PLAN NOS. 6, 1G; 3,2C) i.�,i% �/ I RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 15' Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For_ CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute Purchase Agreements for the real property full acquisition and goodwill (if any) with the property owners listed below, subject to nonsubstantive changes approved by the City Manager and City Attorney: No. Property Owner Property commonly Acquisition Amount known as / location Type 1. Tesoro Refining 2245 S. Main St. Full $2,750,000 (APN 403-141-08) 2. Maria Josefa Pena 402 E. Warner Ave. Full $490,000 (APN 016-035-01) 3. Delia Castillo 2246 S. Orange Ave. Full $468,000 (APN 403-142-17) Total $3,708,000 DISCUSSION Warner Avenue is classified as an east -west major arterial in the City's General Plan Circulation Element and the County of Orange Master Plan of Arterial Highways. Improving the one -mile segment of Warner Avenue from Main Street to Wright Street has been a long-term priority project that is being constructed in several phases. Improvements include widening from a four -lane roadway to a six -lane arterial to address safety issues and provide adequate vehicular capacity; and installing parkway, raised median landscape, storm drain, protected bike lanes, sound walls, street lights, and traffic signals. The City is acquiring properties for the development of Phase 1, bounded by Main Street and Oak Street. Construction is anticipated to begin in spring 2019. The property acquisitions are necessary to accommodate the street improvements for Phase 1 (Exhibit 1 -Location Map). The purchase offers for 402 E. Warner and 2245 S. Main were determined based on the appraised values prepared by a California State -licensed appraiser and 251-1 Purchase Agreement for Real Property Acquisitions Warner Avenue Improvements Phase 1 January 15, 2019 Page 2 were accepted by the property owners. The compensation amounts listed above are incorporated in the attached agreements (Exhibits 2 and 3). A Purchase Agreement for 2246 S. Orange (APN 403-142-17) was previously approved by Council on March 20, 2018, in the amount of $442,000. Unbeknownst to City at the time, the property owner was upside down on their mortgage and owed $528,500, or $86,500 more than the appraised value of property. Following negotiations with the bank to defray this difference, a settlement of $468,000 is proposed as shown in the attached agreement (Exhibit 4), or $26,000 above the previous offer. If the proposed Purchase Agreement is not approved, the City could be liable for the full difference owed on the property or would have to pursue eminent domain at an additional cost of $75,000 to $100,000. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #6 — Community Facilities & Infrastructure, Objective #1 (establish and maintain a Community Investment Plan for all City assets), Strategy G (develop and implement the City's Capital Improvement Program in coordination with the Community Investment and Deferred Maintenance Plans). Approval of this item also supports the City's efforts to meet Goal #3 — Economic Development, Objective #2 (create new opportunities for business/job growth and encourage private development through new General Plan and Zoning Ordinance policies), Strategy C (support business development and job growth along transit corridors through the completion of critical transit plans/projects). ENVIRONMENTAL IMPACT On September 1, 2015, City Council approved the Warner Avenue Final Environmental Impact Statement (SCH No. 2012101004). FISCAL IMPACT Funds in the amount of $3,708,000 are available in the Warner Avenue Improvements Project (No. 14-6802) for expenditure in FY 2018-19: $2,781,000 in the Measure M2 Competitive Street Fund (Account No. 03217663-66100) and $927,000 in the Transportation System Improvement Area B end (Account No. 99217950-66100), subject to nonsubstantive changes. 0 Executive Pirector Public Wo*s Agency APPROVED AS TO FUNDS AND ACCOUNTS: Kathryn Downs, CPA Ar �ry Executive Director Finance and Management Services Agency Exhibits: 1. Location Map 2. Purchase Agreement — APN 403-141-08 3. Purchase Agreement — APN 016-035-01 4. Purchase Agreement — APN 403-142-17 251-2 ORANGE AV CYPRESS AV MAIN ST W z Q 0= W Z ir Q 016-031-33 016-031-50 016-031-51 016-031-06 ►�� 77ZO PROPERTIES EX■..=11 • D16-103-25 .. 16.103.2.1 J KILSON DR OAK ST 016-090-22 DELHI PARK !016-090-21 Q� N � qua o ¢ � Z¢ moa o i - a z 016-090-25 ROUSSELLE ST Ci SANTA ANA TITLE ^ PURCWASE ACFEEM13M FOR WAFMM AVB W PWA I fMM3��WB��{ 1�1rrS �P�R70rJ�ECC r NO. MGM ARL Gu—_a_ �_ w__ �._ L w _ ) RM w w wl 251-3 251-4 PURCHASE AND SALE AGREEMENT FOR ACQUISITION OF REAL PROPERTY AND BILATERAL ESCROW INSTRUCTIONS THIS PURCHASE AND SALE AGREEMENT FOR ACQUISITION OF REAL PROPERTY AND BILATERAL ESCROW INSTRUCTIONS (hereinafter "PSA" or "Agreement"), dated January 9, 2019 for purposes of reference only and entered into effective as of the date of the last signature below (the "Effective Date"), is by and between the CITY OF SANTA ANA, a charter city and municipal corporation duly organized under the Constitution and laws of the State of California (hereinafter "City" or "Buyer"), and Tesoro Refining & Marketing_ .Company LLC,'a Delaware limited liability company (hereinafter "Seller"). Buyer and Seller are each a "Party" to this PSA, and collectively are the "Parties" to this PSA. THEREFORE, for and in consideration of the mutual promises, covenants and agreements set forth herein, and subject to the terms, conditions and provisions of this PSA, Seller agrees to sell to City, and City agrees to purchase from Seller, that certain real property commonly known as -2245 South Main Street; Santa Ana, California, having Assessor's Parcel Number 403 -141 -08; -and legally described as set forth in Exhibit "A" attached hereto (hereinafter, the "Real Property"). Said purchase and sale of the Real Property shall be in accordance with and subject to all of the following terms, conditions, promises, covenants, agreements and provisions, to wit: 1. Conveyance by Seller. Seller agrees to convey the Real Property to City by Grant Deed, in the form attached hereto as Exhibit "B", at the office of Commonwealth Title Company at 4100 Newport Place Drive, Suite 120, Newport Beach, California upon the close of escrow as defined in Section 4 below. 2. Title to be Conveyed. Seller agrees that, except as may be otherwise expressly provided in this PSA (including in Section 15 below), the Real Property shall be conveyed by Seller to City free and clear of any and all conditions, restrictions, reservations, exceptions, easements, assessments, profits, limitations, encumbrances (whether monetary or non -monetary, general or specific, including any and all leasehold interests), liens, clouds or defects in title except those exceptions shown in Paragraph 15 below. Seller further agrees that acceptance by City of the Grant Deed to the Real Property, with or without knowledge of any condition, restriction, reservation, exception, easement, assessment, profit, limitation, encumbrance (whether monetary or non -monetary, general or specific, and including any and all leasehold interests), lien, cloud or defect in title, except as the same is disclosed in or allowed by this PSA, shall not constitute a waiver by City of its right to the full and clear title hereinabove agreed to be conveyed by Seller to City, nor of any right which might accrue to City because of the failure of Seller to convey title as hereinabove provided. 3. Title Insurance. Seller agrees to deliver to City, concurrently with the conveyance of the Real Property to City, within the time and at the place hereinabove specified for said conveyance of the Real Property, a policy of title insurance to be issued by the above mentioned title company, with the City therein named as the insured, in the amount of Two Million Seven Hundred Fifty Thousand and no/100 Dollars ($2,750,000.00) insuring the title of the City to the Real Property is, except as otherwise allowed by or provided for in this PSA, free and clear of any and all conditions, restrictions, reservations, exceptions, easements, assessments, profits, limitations, encumbrances (whether monetary or non -monetary, general or specific, and including any and all leasehold interests), liens, clouds or defects in title. Acceptance by City of any such policy of insurance, whether such insurance complies with the requirements of this paragraph or not, shall not constitute a waiver by City of its right to such insurance as is herein required of Seller, nor a waiver by the City of any rights of action for damages or any other rights which may accrue to City by reason of the failure of Seller to convey title or to provide title insurance as required in this Agreement. 4. Escrow. City agrees to open an escrow at the office of Commonwealth Title Company, 4100 Newport Place Drive, Suite 120, Newport Beach, California, (the "Escrow Agent") within five (5) days from and after the Effective Date of this Agreement. This Agreement constitutes the joint escrow instructions of the City and the Seller and a duplicate original of this Agreement shall be delivered to the Escrow Agent upon the opening of Page 1 of 18 EXHIBIT 2 251-5 the escrow. Escrow shall close on March 15, 2019 or as soon thereafter as possible. If escrow is not in a condition to close by such date, and failure to close is due to unforeseen conditions of title or interest of third parties in the Real Property that cannot be resolved in escrow, then Buyer may, at its option, request cancellation of escrow and this Agreement and return of any funds it has deposited into escrow pursuant to this Agreement. Thereupon, all obligations and liabilities of the Parties under this Agreement shall cease and terminate, except to the extent this Agreement provides that any obligations and/or liabilities shall survive any termination of this Agreement or cancellation of escrow. Buyer shall be entitled to possession of the Property immediately upon close of escrow. The Escrow Agent hereby is empowered to act under this Agreement, and upon indicating its acceptance of this Section 4 and of the General Escrow Provisions described in Exhibit "C" attached hereto and incorporated herein by this reference, in writing, delivered to the City and to the Seller within five (5) days after delivery of this Agreement to Escrow Agent, shall carry out its duties as Escrow Agent hereunder. City agrees to bear, and Escrow Agent is hereby authorized to charge to the City, the costs of any and all transfer taxes, recording fees, cost of title insurance, re -conveyance fees, document preparation fees, escrow fees and any other closing costs incidental to the conveying of the Real Property to City. Penalties for prepayment of bona fide obligations secured by any existing deed of trust or mortgage shall be waived pursuant to Civil Code Procedures Section 1265.240. The liability to the Escrow Agent under this Agreement is limited to performance of the obligations imposed upon it under this Agreement. 5. Property Taxes. Real property taxes, if any, on the Real Property for the fiscal year within which the Real Property is conveyed to City that are unpaid at the time of said conveyance shall be cleared and paid in accordance with the provisions of Section 4986 of the Revenue and Taxation Code of the State of California. Seller shall be eligible for a refund under Section 5096.7 of the Revenue and Taxation Code of the State of California for that portion of property taxes on the Real Property for said fiscal year which have been paid prior to the date the Grant Deed conveying the Real Property to City is recorded which is allocable to that portion of the fiscal year after the date the Grant Deed conveying the Real Property to City is recorded and made uncollectible if unpaid by reason of Section 5086 of the Revenue and Taxation Code of the State of California. To the extent that Seller has prepaid any taxes or assessments attributable to the Real Property, Seller shall be solely responsible for obtaining any refund due thereon from the taxing authority. Upon written request, Buyer shall assist Seller, at Seller's sole cost, in obtaining said refund, if any; however, in no case shall Buyer credit or otherwise pay Seller for that refund, if any, through or outside of escrow. All unpaid taxes on the Real Property for any and all years prior to the fiscal year within which said conveyance is made shall be paid by Seller before conveyance of the Real Property to City. 6. Payment of Purchase Price. City agrees to pay to Seller, and Seller agrees to accept from City, as and for the full purchase price for the Real Property and all fixtures and improvements pertaining to the realty (as so defined in Code of Civil Procedure Section 1263.205), and severance damages (but not for loss of goodwill), the total sum of Two Million Seven Hundred Fifty Thousand and no/100 Dollars ($2,750,000.00). City agrees to deposit said purchase price in escrow with the Escrow Agent within THIRTY (30) days after the Effective Date, and the Escrow Agent is hereby authorized to pay the same to Seller upon the close of escrow. 7. Possession. Seller agrees to deliver to City, on the date the Grant Deed conveying the Real Property to City is recorded, quiet and peaceful possession of said Real Property, subject to the following provisions of this Section 7. Seller is hereby granted an exclusive license, at no fee, charge or expense, for sixty (60) days, commencing upon the date of closing of escrow ("License Term"), to remove (or may otherwise cause the removal of by third parties) from the Real Property all merchandise, inventory, equipment (including, without limitation, all dispensers), personal property, trademarks, logos, removable trade fixtures, fixtures, structures, buildings and improvements to the realty (as so defined in Code of Civil Procedure Section 1263.205) (including, without limitation, all underground storage tanks and product lines) (all of the foregoing being collectively referred to as `Items"), that Seller desires to remove (or be removed) from the Real Property. During the License Term, Page 2 of 18 251-6 (i) the City shall not damage, destroy or remove any Items from or at the Real Property, and (ii) Seller may fence the Real Property, lock structures at the Real Property, and take any and all other actions reasonably necessary to secure the Items against theft, vandalism or damage. Seller shall not have any obligation to compensate the City for any Items removed by or at the direction of Seller (whether removed pursuant to this Section 7 or removed prior to the close of escrow). There shall not be an reduction in or offset against the $2,750,000 purchase price based upon or because of Seller's exercise of such right to remove the Items (even for equipment [including dispensers], fixtures, structures, buildings and improvements to the realty [including underground storage tanks and product lines] removed from the Real Property), it being understood and agreed that, inter alia, the City benefits from such removal. Furthermore, the City shall not claim it has any interest, right or title in or to any Items (whether removed pursuant to this Section 7 or removed prior to the close of escrow), and shall execute a quitclaim deed evidencing the same if so requested by Seller. Seller shall indemnify, defend, and hold City (and its officers, managers, representatives, agents, and employees) harmless from and against any and all liabilities, claims, suits, judgments, actions, investigations, proceedings, costs, and expenses (including attorneys' fees and costs) arising out of any death, bodily injury, or personal property damage caused by any act and/or omission by Seller or its designated representatives at the Real Property in connection with Seller's exercise of its rights under this Section 7. If Seller does not vacate the Real Property by the end of the License Term, the Seller agrees to have the Court immediately issue a Writ of Possession and/or Assistance, directing the Marshall or Sheriff of Orange County to take physical possession of the Real Property in favor of the City, and in such event Seller waives the right to have the City file an unlawful detainer action, as well as waive the right to any hearing or any requirements for an application by City to obtain the Writ of Possession and/or Assistance and waives any and all rights to object to the issuance of said Writ. 8. Rental and Occupancy By Seller. Seller warrants that, except for the Retail Facility Lease between Seller and Awans Enterprises, Inc. as of the Effective Date, there are no oral or written leases on all or any portion of the Real Property. Seller agrees not to extend the term of its Retail Facility Lease with Awans Enterprises, Inc. beyond February 28, 2019, or enter into a new lease agreement with Awans Enterprises, Inc. with respect to the Real Property. Seller hereby agrees not to rent any units on the Real Property which are vacant as of the Effective Date, or which may be vacated by present occupants prior to close of escrow. In return, the City agrees to reimburse Seller for lost rentals incurred by keeping such units vacant through the close of escrow. 9. Waivers. The waiver by either the City or Seller of any breach of any covenant or agreement herein contained on the part of the other Party shall not be deemed or held to be a waiver of any subsequent or other breach of said covenant or agreement by the other Party nor a waiver of any breach of any other covenants or agreements contained herein by the other Party. 10. Heirs, Assigns, Successors -in -Interest. This PSA, and all the terms, covenants and conditions hereof, shall apply to and bind the heirs, executors, administrators, successors and assigns of the respective Parties hereto. 11. Time is of the Essence. In all matters and things hereunder to be done and in all payments hereunder to be made, time is and shall be of the essence. 12. Just Compensation. Seller acknowledges and agrees that said purchase price is just compensation at fair market value for the Real Property and includes payment for fixtures and improvements pertaining to the realty (as so defined in Code of Civil Procedure Section 1263.205), and severance damages. 13. Acknowledgment of Full Benefits and Release. A. By execution of this Agreement, Seller, on behalf of itself, its heirs, executors, administrators, successors and assigns, hereby acknowledges that this Agreement provides full payment for the acquisition of the Real Property by Buyer, and, except to the extent based upon a breach of this Agreement, Seller hereby expressly and unconditionally waives any claim for compensation for injury Page 3 of 18 251-7 to the remainder ("severance damages'); precondemnation damages; claims for inverse condemnation; damage to or loss of improvements pertaining to the realty (as so defined in Code of Civil Procedure Section 1263.205); damage to or loss of machinery, fixtures, inventory, equipment and/or personal property; any right to repurchase, leaseback from Seller, or receive any financial gain from, the sale of any portion of the Real Property, or challenge Buyer's adoption of a resolution of necessity, pursuant to Code of Civil Procedure sections 1245.245; any right to receive any notices pursuant to Code of Civil Procedure section 1245.245; any right to enforce any other obligation placed upon Seller pursuant to Code of Civil Procedure sections 1245.245, 1263.025 and 1263.615; any other rights conferred upon Sellers pursuant to Code of Civil Procedure sections 1245.245 and 1263.615 and 1263.025; and attorney's fees and costs, it being understood that this is a complete and full settlement of all acquisition claims, liabilities, or benefits of any type or nature whatsoever by Seller (except for claims for loss of goodwill, and except for any breach of this Agreement) relating to or in connection with the acquisition of the Real Property by Buyer. This release shall survive the close of escrow. This Agreement arose out of Buyer's efforts to acquire the Real Property through its municipal authority. Seller, on behalf of itself, its heirs, executors, administrators, successors and assigns, hereby fully releases Buyer, its successors, agents, representatives (including attorneys), and assigns, and all other persons and associations, known or unknown, from all claims and causes of action by reason of any damage which has been sustained by Seller, or may be sustained by Seller, as a result of Buyer's efforts to acquire the Real Property or to construct the works of improvement thereon, or any preliminary steps thereto (except to the extent based upon breach of this Agreement by the City). This Agreement does not, and shall not be construed to, require Seller to indemnify Buyer for damages which may arise as a result of Buyer's efforts to construct improvements on the Real Property. This acknowledgment and release shall survive the close of escrow. 14. Notices. The mailing address of the City of Santa Ana is 20 Civic Center Plaza, M-36, P.O. Box 1988, in the City of Santa Ana 92701, County of Orange, State of California. The mailing address of the Seller is 301 East Ocean, Suite 1600, Long Beach, CA 90802-4692. 15. Exceptions. City agrees to accept title to the Real Property subject to the following: (a) those matters set forth in Section B of Schedule B of the July 7, 2017 Preliminary Title Report for the Real Property prepared by Commonwealth Land Title Company (File #09204338), (b) any other matters of record as of the Effective Date, and (c) the provisions in this PSA (including Exhibits hereto). 16. Entire A-greement. It is mutually agreed that the Parties hereto have herein set forth the whole of their Agreement. Except for breach of this Agreement, and except for claims for loss of business (goodwill), performance of this PSA by City shall lay at rest, each, every, and all issue(s) that were raised or could have been raised in connection with the acquisition of the Real Property by City. 17. Definition of Hazardous Material. The term "Hazardous Material" shall mean any substance, material, or waste which is or becomes regulated by any local governmental authority, the State of California, or the United States Government, including, but not limited to, any material or substance which is (i) defined as a "hazardous waste", "extremely hazardous waste", or "restricted hazardous waste" under Section 25115, 25117 or 25122.7, or listed pursuant to Section 25140 of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law), (ii) defined as "hazardous substance" under Section 25316 of the California Health and Safety Code, Division 20, Chapter 6.8 (Carpenter -Presley -Tanner Hazardous Substance Account Act), (iii) defined as a "hazardous material", "hazardous substance", or "hazardous waste" under Section 25501 of the California Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response Plans and Inventory), (iv) defined as a "hazardous substance" under Section 25281 of the California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances), (v) petroleum, (vi) asbestos, (vii) polychlorinated biphenyls, (viii) listed under Article 9 or defined as "hazardous" or "extremely hazardous" pursuant to Article 11 of Title 22 of the California Administrative Code, Division 4, Chapter 20, (ix) designated as a "hazardous substances" pursuant to Section 311 of the Clean Water Act, (33 U.S.C. §1317), (x) defined as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation Page 4 of 18 251-8 and Recovery Act, 42 U.S.C. §§ 6901 et seg. (42 U.S.C. §6903) or (xi) defined as a "hazardous substances" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, as amended by Liability Act, 42. U.S.C. §9601 at sem. (42 U.S.C. §9601). 18. Disclosure of Hazardous Materials On. At, Under and Near Real Property. Pursuant to, inter alla, California Health & Safety Code Section 25359.7, Seller hereby advises Buyer that (a) a release of Hazardous Materials is located on or beneath the Real Property, (b) there is ongoing assessment, remediation and monitoring of Hazardous Materials on, at, under and near the Real Property, and (c) additional information regarding (a) and (b) may be found in Geotracker (File 5147). 19. Buyer's Covenant Regarding Soil Containing or Impacted with Soil. This Section 19 only applies if escrow closes. If Buyer or its contractors or consultants encounter or discover any soil containing or impacted with Hazardous Materials on, at, under or adjacent to the Real Property as part of any activities by Buyer or its contractors or consultants on, at, under or adjacent to the Real Property, Buyer, at its sole cost and expense, shall properly sample, excavate and dispose of the same in accordance with all applicable laws and regulations. Seller shall not be identified as a generator on any manifests for any soil disposed of by the Buyer. Except for what is expressly set forth in the preceding sentence, nothing in this Section 19 imposes upon Buyer any other duties to assess, remediate and/or monitor any Hazardous Materials on, at, under or adjacent to the Real Property. 20. Seller's Covenant to Remediate & Indemnity. Should escrow close, then Seller, subject to Buyer's duties and obligations under Section 19, agrees to continue to assess, remediate and monitor any and all Hazardous Substances that existed on, at or under the Real Property as of the Effective Date to levels mutually agreed upon by and between Seller and any governmental agency with primary jurisdiction over the same, and obtain a No Further Action letter, or its functional equivalent, from the governmental agency with primary responsibility for issuing the same, to the extent a No Further Action letter has not been obtained by the close of escrow. Furthermore, should escrow close, then Seller also agrees to indemnify, defend and hold the City harmless from and against any claim, action, suit or proceeding by any governmental agency against the City, and any resulting loss, cost, damage, liability, deficiency, fine, penalty, punitive damage, or expense (including, without limitation, attorneys' fees) incurred by the City as a result of (and after the filing of) any such claim, action, suit or proceeding, that is based upon Seller's failure, after the Effective Date, to comply with any order or directive to Seller by a governmental agency concerning the assessment, remediation and/or monitoring of any Hazardous Materials that existed on, at or under the Real Property as of the Effective Date, excepting only Buyer's obligation, as set forth in Section 19 hereof, to sample, excavate and dispose of any soil containing or impacted with Hazardous Materials on, at or under the Property. For the avoidance of doubt, it is agreed and understood that all of Seller's duties and obligations under this Section 20 are subject and subordinate to Buyer's duties and obligations under Section 19, and in the event of any conflict between Section 19 and Section 20, then Section 19 shall control. 21. Access Agreement. Upon full execution of this PSA, both Parties shall execute the Access Agreement in the form attached hereto as Exhibit "D" and deliver an executed original of the same to the Escrow Agent. Closing of escrow shall not occur unless the Escrow Agent has a fully -executed copy of the Access Agreement (in the form attached as Exhibit "D") in its possession. Upon closing occurring, the Escrow Agent shall provide each Party with a fully -executed copy of the Access Agreement. 22. Modification and Amendment. This PSA may not be modified or amended except in writing signed by the Seller and City that clearly evidences an intent to modify or amend this PSA. 23. Partial Invalidity. Any provision of this PSA that is adjudicated to be unenforceable or invalid shall have no effect, but all the Any provisions of this PSA shall remain in full force. 24. Captions. Captions and headings in this PSA, including the title of this PSA, are for convenience only and are not to be considered in construing this PSA. Page 5 of 18 251-9 25. Governing Law. This PSA shall be governed by and construed in accordance with the laws of the State of California. 26. No Reliance By One Party On The Other. Each Party has received independent legal advice from its attorneys with respect to the advisability of executing this PSA and the meaning of the provisions hereof. The provisions of this PSA shall be construed as to their fair meaning, and not for or against any Party based upon any attribution to such Party as the source of the language in question. 27. No Third Party Beneficiary. This PSA is intended to benefit only the Parties hereto and no other person or entity has or shall acquire any rights hereunder. 26. Duty To Cooperate Further. Each Party hereby agrees that it shall, upon request of the other, execute and deliver such further documents (in form and substance reasonably acceptable to the Party to be charged) and do such other acts and things as are reasonably necessary and appropriate to effectuate the terms and conditions of this PSA, without cost, so long as doing so will not materially the Party's rights, benefits, duties or obligations under this PSA. 29. Applicability of Agreement To Assignees. This PSA shall be binding upon and shall inure to the benefit of the successors and assigns of the Parties to this PSA. 30. Authority to Execute Agreement. Each undersigned represents and warrants that he or she has the power, authority and right to bind the Party for whom they are signing this PSA to each of the terms of this PSA. 31. Incorporation of Exhibits. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this PSA. [Signature Page(s) Follows] Page 6 of 18 251-10 IN WITNESS WHEREOF, the Parties hereto have executed this PSA on the dates set forth below. SELLER: Tesoro Refining & Marketing Company LLC, a Delaware limited liability company By: Its: City/Buyer City of Santa Ana Raul Godinez II City Manager Attest: Maria D. Huizar Clerk of the Council Approved as to Form: � 7?L.. T.L bfin M. Funk Assistant City Attorney RECOMMENDED FOR APPROVAL: Fuad S. Sweiss, PE, PLS Executive Director Public Works Agency Date: Date: Date: 2019 2019 2019 Date: January 9 2019 Date: Page 7 of 18 251-11 2019 EXHIBIT "A" LEGAL DESCRIPTION ALL THAT CERTAIN REAL PROPERTY SITUATED IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: LOTS 21, 22, 23, 24 AND THE SOUTHERLY 7 FEET OF LOT 20, IN BLOCK "B" OF TRACT NO. 638, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP THEREOF RECORDED IN BOOK 19, PAGE 17 OF MISCELLANEOUS MAPS, RECORDS OF SAID ORANGE COUNTY. Assessor's Parcel Number: 403-141-08 Page 8 of 18 251-12 When recorded, please mail this instrument and tax statements to: Clerk of the Council City of Santa Ana 20 Civic Center Plaza, M-30 Santa Ana, California 92701 Free recording requested by THE CITY OF SANTA ANA PER GOVERNMENT CODE SECTION 6103. Exhibit "B" Form of Grant Deed SPACE ABOVE THIS LINE FOR RECORDER'S USE CANCEL APPROVED Al TO APPROVED BY DESCRBITON DESCRIPTION AP. NUMBER RM MAP PROTECT TAXES FORM BY ATTY. DB TOR WUTTENBY CHECKED -0.K. 403.141-05 NUMBER NUMBER X 2245 South Mein Street, Santa Ana, CA 92707 DEED NUMBER GRANT DEED FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, TESORO REFINING & MARKETING COMPANY LLC, a Delaware limited liability company ("Grantor"), does hereby grant to the CITY OF SANTA ANA, a charter City and municipal corporation duly organized under the Constitution and laws of the State of California ("Grantee"), for public roadway purposes, all that real property in the City of Santa Ana, Orange County, State of California, commonly known as 2245 South Main Street, and more particularly described as follows: SEE EXHIBIT "A" ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF. This conveyance is made by Grantor and accepted by Grantee subject to all matters of record, including but not limited to (a) the Environmental Restrictions set forth in that certain Grant Deed and Environmental Restrictions recorded on May 31, 2013, in the Official Records of Orange County as Document #2013000331571, as well as (b) the Additional Environmental Restrictions set forth in Exhibit "B" attached hereto and by this reference made a part hereof. Dated : Dated : Grantor: Tesoro Refining & Marketing Company LLC By: Its: Grantee: City of Santa Ana an Its: Page 9 of 18 251-13 Exhibit "A" to Grant Deed LEGAL DESCRIPTION ALL THAT CERTAIN REAL PROPERTY SITUATED IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: LOTS 21, 22, 23, 24 AND THE SOUTHERLY 7 FEET OF LOT 20, IN BLOCK "B" OF TRACT NO. 638, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP THEREOF RECORDED IN BOOK 19, PAGE 17 OF MISCELLANEOUS MAPS, RECORDS OF SAID ORANGE COUNTY. Assessor's Parcel Number: 403-141-08 Page 10 of 18 251-14 Exhibit "B" to Grant Deed Additional Environmental Restrictions 1. These Additional Environmental Restrictions shall be binding on Grantee and all successive owners of any fee interest in the real property described in Exhibit "A" to this Grant Deed (said real property being hereinafter referred to as the "Real Property'). Every person who now or hereafter owns, occupies or acquires any right, title or interest in or to the Real Property is and shall be conclusively deemed to have consented and agreed to these Additional Environmental Restrictions, whether or not any reference to this Grant Deed or these Additional Environmental Restrictions is contained in the instrument by which such person acquires an interest in the Real Property. 2. So long as any of Grantor's environmental monitoring and/or remediation wells exist at, on or within 100 feet of the Real Property, no such wells shall not be destroyed, damaged, covered, moved, removed, closed or capped, except by Grantor or one of its corporate successors -in -interest (or a contractor undertaking the same at the request of Grantor or one of its corporate successors -in -interest). Page 11 of 18 251-15 EXHIBIT "C" (Commonwealth Land Title Company) GENERAL ESCROW PROVISIONS All disbursements shall be made by Escrow's check. All funds received in this escrow shall be deposited in one or more of your general escrow accounts with any bank doing business in the State of California and may be transferred to any other general escrow account or accounts. The expression "close of escrow" means the date on which instruments referred to herein are filed for record. All adjustments are to be made on the basis of a 30 -day month. Recordation of any instruments delivered through this escrow, if necessary or proper in the issuance of a policy of title insurance called for, is hereby authorized. There shall be no proration of any existing insurance policies in this escrow. You are to furnish a copy of these instructions, amendments thereto, closing statements and/or any other documents deposited in this escrow to the lender or lenders, the real estate broker or brokers and/or the attorney or attorneys involved in this transaction upon request of such lenders, brokers or attorneys. Should you before or after close of escrow receive or become aware of any conflicting demands or claims with respect to this escrow or the rights of any of the parties hereto, or any money or property deposited herein affected hereby, you shall have the right to discontinue any or all further acts on your part until such conflict is resolved to your satisfaction, and you shall have the further right to commence or defend any action or proceedings for the determination of such conflict. The parties hereto jointly and severally agree to pay all costs, damages, judgments and expenses, including reasonable attorney's fees, suffered or incurred by you in connection with, or arising out of this escrow, including, but without limiting the generality of the foregoing, a suit in interpleader brought by you. In the event you file a suit in interpleader, you shall ipso facto be fully released and discharged from all obligations imposed upon you in this escrow. If for any reason funds are retained or remain in escrow, you are to deduct therefrom a reasonable monthly charge as custodian thereof of not less than $10.00 per month. Time is declared to be the essence of these instructions. If you are unable to comply within the time specified herein and such additional time as is required to make an examination of the official records, you will return all documents, money or property to the party entitled thereto upon satisfactory written demand and authorization. Any amendment of and/or supplement to any instructions must be in writing. The seller agrees to sell and the buyer agrees to buy the property herein described upon the terms hereof. These escrow instructions, and amendments hereto, may be executed in one or more counterparts, each of which independently shall have the same effect as if it were the original, and all of which taken together shall constitute one and the same instruction. Page 12 of 18 251-16 Exhibit "D" Access Agreement This Access Agreement ("Access Agreement") is made and effective as of the last date of signature below ("Effective Date") and is by and between Tesoro Refining & Marketing Company LLC, a Delaware limited liability company ("Licensee'), and the City of Santa Ana ("Licensor"), with respect to certain real property commonly known as 2245 S. Main Street, Santa Ana, California as more particularly described on Exhibit "A" attached to this Access Agreement and incorporated herein by reference ("Propert '). Licensor and Licensee are hereafter sometimes singularly referred to as a "Part Y and collectively referred to as the "Parties." Recitals A. Whereas, the Parties are parties to a Purchase and Sale Agreement for Acquisition of Real Property and Bilateral Escrow Instructions ("Purchase and Sale Agreement") regarding the Property; B. Whereas, one of the conditions to closing escrow under the Purchase and Sale Agreement is the full execution of this Access Agreement. Terms & Conditions NOW, THEREFORE, in consideration of the mutual promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Licensor and Licensee hereby agree as follows: 1. Condition Precedent. This Access Agreement shall not take effect, nor have any force or effect, unless and until escrow closes under the Purchase and Sale Agreement and the Licensor acquires Licensee's fee interest in the Property as a result of the same. 2. Grant of License. Licensor, for itself and all successors -in -interest to its interest in the Property, and on behalf of all present and future tenants and occupants of the Property, hereby grants to Licensee and Licensee's parent, affiliated and subsidiary companies, and all of their employees, consultants, contractors, representatives, and agents (collectively, "Designated Representatives"), as well as any of their assigns, an irrevocable, non-exclusive license ("License") for the Term (as defined below), at no charge or rent, to access and enter onto the Property and perform any and all Corrective Action(s) (as that term is defined below) on, under, and at the Property that Licensee desires or is required to undertake or cause at the Property. Nothing in this Access Agreement shall be construed as requiring or obligating Licensee to undertake or cause any Corrective Action. The "Term" of this Access Agreement commences on the date Licensor first acquires fee title to the Property from Licensee and continues until one (1) year after Licensee obtains a "No Further Action" letter from the governmental agency with jurisdiction for issuing the same with respect to the Property. 3. Notice. Except in the event of an emergency, and except for any routine, "turnkey' activities, Licensee (or Licensee's Designated Representatives) will provide Licensor a minimum of 48 hours' notice prior to entering the Property via telephone, electronic mail, or facsimile transmission using the telephone number, electronic mail address or facsimile number designated by Licensor below. 4. Performance of Corrective Actions. Licensee shall perform any Corrective Actions (defined herein) it performs at the Property pursuant to this Access Agreement as follows: (a) Licensee shall conduct all Corrective Action in a manner so as to minimize any inconvenience or disruption to any business activities at the Property. Subject to the indemnity granted below for death, bodily injury, and property damage, Licensee and its Designated Representatives shall not be liable or responsible for any direct, special, consequential or incidental economic damages or harm resulting from its exercise of the License granted Page 13 of 18 251-17 hereunder, including, but not limited to, any lost profits, lost rents, lost income, lost sales, construction delays, and any other costs, expenses, and economic damages; and Licensor hereby waives, releases, acquits, and discharges the Licensee and its Designated Representatives from the same. (b) For all activities at the Property pursuant to the License granted herein, Licensee shall acquire all applicable permits and other authorizations required by any Agency (defined herein) for any Corrective Action under any applicable laws and regulations. (c) Licensee shall not allow any lien to encumber the Property as a result of any of its activities at the Property pursuant to this Access Agreement, and Licensee agrees to cause the removal or release of any such lien within thirty (30) days after notice thereof. (d) Licensee shall keep the Licensor informed of the progress of all Corrective Action at the Property conducted pursuant to the License granted herein by providing Licensor with copies of any and all reports and written communications to any Agency regarding such Corrective Action. (e) Licensee will properly maintain and repair any and all equipment and improvements installed and/or used at the Property pursuant to the License granted herein, and will also keep all portions of the Property where any such Corrective Action occurs in good, clean, and sanitary condition. Licensee will also promptly repair, at Licensee's sole cost and expense, any damage to the Property caused by its activities pursuant to the License granted herein. Upon completion of its activities at the Property pursuant to the License granted herein, Licensee will restore the Property to the condition in which the Property existed prior to Licensee's activities under the License granted herein, including, but not limited to, removing any equipment and improvements it installed and/or used at the Property (except that with respect to any monitoring wells installed at the Property, Licensee may close or cap such wells in compliance with all applicable laws and regulations). 5. Notice. Except for notice of access given in accordance with Section 3, all notices, demands, and requests required or given by a Party pursuant to this Access Agreement shall be in writing, and shall be deemed delivered on the earlier of (i) the posting of the notice, designated for delivery via United States Postal Service, 'registered or certified mail, return receipt requested, or United States Priority Mail with delivery confirmation, addressed to the addressee at its address set forth below or at such other address as such Party may have previously specified by notice delivered in accordance with this section, or (ii) actual receipt by the addressee: If to Licensee: Tesoro Refining & Marketing Company LLC 301 Ocean, Suite 1600 Long Beach, California 90802 Attn: Real Estate Department With a copy to: Tesoro Refining & Marketing Company LLC 19100 Ridgewood Parkway San Antonio, Texas 78259 Attn: Legal Department (Real Estate) If to Licensor: City of Santa Ana. 20 Civic Center Plaza Santa Ana, CA 92701 Attn: Executive Director, Public Works Agency Page 14 of 18 251-18 With a copy to: City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92701 Attn: Clerk of the Council 6. Governing Law: Venue. This Access Agreement shall be governed by and construed in accordance with the laws of the State of California. 7. Successors and Assigns. This Access Agreement shall be binding upon and inure to the benefit of the respective successors and assigns of the Parties, including, but not limited to, any successors -in -interest to Licensor's interest in the Property. Licensor shall provide prompt notice to Licensee of any assignment of this Access Agreement. Licensor represents, warrants, and covenants that it will not sell or transfer its interest in the Property unless the buyer or transferee agrees to an assignment of this Access Agreement to such buyer or transferee without modification, amendment, or alteration. In the event of any such assignment, Licensor shall not be released from any obligations or duties hereunder that arise or accrue after any assignment. Furthermore, Licensor shall not lease the Property after the Effective Date without disclosing this Access Agreement to the tenant, obtaining a written acknowledgement from the tenant that it has read and understands this Access Agreement, and securing written confirmation from the tenant that it also agrees to be bound by all terms and provisions of this Access Agreement that are applicable to the Licensor (which shall not in any way release Licensor from any of its duties and obligations under this Access Agreement). 8. Definitions. (a) Agency. The term "A enc 'shall mean all local, state, and federal governmental agencies with jurisdiction over the Property. (b) Corrective Action(s). The term "Corrective Action' or "Corrective Actions" shall mean any assessment, corrective, remedial, removal, and monitoring activities of any petroleum products, toxic substances, hazardous wastes, hazardous materials, hazardous substances and the like on, under, and/or at the Property, including, but not limited to (a) the placement, installation, retention, operation, use, repair, replacement, maintenance, and removal of equipment, tools, and related facilities; (b) the temporary storage of investigation or remediation -derived wastes; (c) sampling, testing, monitoring, injecting, inspection, equipment operation, maintenance, and other investigative and remedial work; (d) the installation, drilling, monitoring, maintenance, and abandonment of wells, trenches, and other equipment used to facilitate any Corrective Action; (e) treatment, including landfarming of soils; and (f) other related environmental activities as may be desired by Licensee. 9. Counterparts. This Access Agreement may be executed in counterparts, which counterparts shall constitute a single, integrated agreement, and may be delivered by facsimile. 10. Modification: Waiver. This Access Agreement cannot be modified, amended or altered, or any of the terms hereof waived, except by an instrument in writing (referring specifically to an intent to modify, amend, or alter this Access Agreement) signed by the Party against whom enforcement of the modification, amendment, alteration or waiver is sought. 11. Recordinq. This Access Agreement shall not be recorded. However, at the option of Licensee, a memorandum of this Access Agreement may be recorded by Licensee in the office of the county recorder in which the Property is located and/or at such other appropriate location or place as may be determined by Licensee. Licensor agrees to promptly execute in recordable form any such memorandum requested by Licensee, provided that the form and substance thereof is acceptable to Licensor in its reasonable discretion. 12. No Admission of Liability or Responsibility. By entering into this Access Agreement, Licensee makes no admission of liability or responsibility regarding the environmental condition of the Property, and Page 15 of 18 251-19 neither this Access Agreement nor any acts performed pursuant thereto may be introduced into evidence to establish such liability or responsibility. 13. Severability. If one or more provisions of this Access Agreement are held to be unenforceable under applicable law, such provision(s) shall be excluded from this Access Agreement, and the balance of the Access Agreement shall be interpreted as if such provision(s) was/were so excluded, and shall be enforceable in accordance with its remaining terms. 14. Entire Agreement: No Amendment to Purchase and Sale Agreement. There are no oral representations, stipulations or warranties, express or implied, with respect to the subject matter of this Access Agreement which are not fully set forth herein. Except for all of the terms and conditions of the Purchase and Sale Agreement and any other agreements and documents executed pursuant thereto (none of which are amended, modified, or deleted by this Access Agreement), all prior oral or written or contemporaneous promises, representations, agreements or understandings, express or implied, regarding the subject matter of this Access Agreement are expressly merged herein and superseded hereby. 15. Headings. The headings in this Access Agreement are intended solely for convenience of reference and shall not in any manner amplify, limit, modify or otherwise affect the interpretation of any provision of this Access Agreement; and the masculine, feminine or gender neutral, as well as the singular and plural, shall be deemed to include the other gender and numbers whenever the context so indicates or requires. 16. Further Assurances. Licensor and Licensee agree to execute and deliver such other documents and to take such other actions as may reasonably be required to effectuate the purpose and subject matter of this Access Agreement. 17. Waiver. No purported waiver by either Party hereto of any term or provision of this Access Agreement or of any breach thereof shall be deemed to be a waiver of such provision or breach unless such waiver is in writing and signed by the Party making such waiver. No such waiver shall be deemed to be a subsequent waiver of such provision or a waiver of any subsequent breach of the same or any other provision hereof. 18. No Joint Venture. The Parties acknowledge and agree that this Access Agreement shall not be construed to create a partnership, joint venture, employment or agency relationship between the Parties. 19. Indemnification. Licensee shall indemnify, defend, and hold Licensor (and its officers, managers, representatives, agents, and employees) harmless from and against any and all liabilities, claims, suits, judgments, actions, investigations, proceedings, costs, and expenses (including attorneys' fees and costs) arising out of any death, bodily injury, or property damage caused by any act and/or omission by Licensee or its Designated Representatives at the Property in connection with Licensee's exercise of its rights under this Access Agreement. IN WITNESS WHEREOF, the Parties have duly entered into this Access Agreement on the dates set forth below. Licensee: Tesoro Refining & Marketing Company LLC Licensor: City of Santa Ana Raul Godinez II City Manager Date: _ .2019 Date: .2019 Page 16 of 18 251-20 Attest: Maria D. Huizar Clerk of the Council Approved as to Form: John M. Funk Assistant City Attorney RECOMMENDED FOR APPROVAL: Fuad S. Sweiss, PE, PLS Executive Director Public Works Agency Date: 2019 Date: 2019 Date: 2019 Page 17 of 18 251-21 Exhibit "A" to Access Agreement LEGAL DESCRIPTION ALL THAT CERTAIN REAL PROPERTY SITUATED IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: LOTS 21, 22, 23, 24 AND THE SOUTHERLY 7 FEET OF LOT 20, IN BLOCK "B" OF TRACT NO. 638, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP THEREOF RECORDED IN BOOK 19, PAGE 17 OF MISCELLANEOUS MAPS, RECORDS OF SAID ORANGE COUNTY. Assessor's Parcel Number: 403-141-08 Page 18 of 18 251-22 PURCHASE AND SALE AGREEMENT FOR ACQUISITION OF REAL PROPERTY AND BILATERAL ESCROW INSTRUCTIONS THIR Af;IRFFMFNT (hereinafter "PSA"). entered into on 201, between the CITY OF SANTA ANA, a charter city and municipal, corporation duly organized under the Constitution! and laws of the State of California (hereinafter "City" or "Buyer"), and; Maria:Josefa Pena, a widow (hereinafteri"Seller"), regardless of number or gender; THEREFORE, for and in consideration of their mutual promises, covenants and agreements, and subject to the terms, conditions and provisions of this PSA, Seller agrees to sell to City, and City agrees to purchase from Seller, that certain real property (hereinafter "Said Real Property") legally described as follows: i SEE EXHIBIT "A" — Legal Description ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF (Commonly known as 402 East Warner Avenue, Santa Ana, CA) (APN 016-035-01) Said purchase and sale of Said Real Property shall be in accordance with and subject to all of the following terms, conditions, promises, covenants, agreements and provisions, to wit: 1. Conveyance by Seller. Seller agrees to convey said real property to City, by Grant Deed, at the office of Commonwealth Title Company at 4100 Newport Place Drive, Suite 120, Newport Beach, California within sixty (60) days from and after the date on which the City has approved this Agreement. 2. Title to be Conveyed. Seller agrees that, except as may hereinafter be otherwise expressly provided, said real property shall be conveyed by Seller to City, as aforesaid, free and clear of any and all conditions, restrictions, reservations, exceptions, easements, assessments, profits, limitations, encumbrances (whether monetary or non -monetary, general or specific, including any and all leasehold interests), liens, clouds or defects in title except those exceptions shown in Paragraph 15 below. Seller hereby warrants that the title to said real property to be conveyed by Seller to City shall be free and clear as provided above. Seller further agrees that acceptance by City of any deed to said real property, with or without knowledge of any condition, restriction, reservation, exception, easement, assessment, profit, limitation, encumbrance (whether monetary or non -monetary, .general or specific, and including any and all leasehold interests), lien, cloud or defect in title, shall not constitute a waiver by City of its right to the full and clear title hereinabove agreed to be conveyed by Seller to City, nor of any right which might accrue to City because of the failure of Seller to convey title as hereinabove provided. 3. Title Insurance. Seller agrees to deliver to City, concurrently with the conveyance of said real property to City, within the time and at the place hereinabove specified for said conveyance of said real property, a policy of title insurance to be issued by the above mentioned title company, with the City therein named as the insured, in the amount of Four Hundred Ninety Thousand and no/100 Dollars ($490,000.00). insuring the title of the City to said real property is free and clear of any and all conditions, restrictions, reservations, exceptions, easements, assessments, profits, limitations, encumbrances (whether monetary or non -monetary, general or specific, and including any and all leasehold interests), liens, clouds or defects in title, excepting such specific ones as city may hereinafter expressly agree to take subject to. Acceptance by City of any such policy of insurance, whether such insurance complies with the requirements of this paragraph or not, shall not constitute a waiver by City of its right to such insurance as is herein required of Seller, nor a waiver by the City of any rights of action for damages or any other rights which may accrue to City by reason of the failure of Seller to convey title or to provide title insurance as required in this Agreement. Exhibit 3 251-23 4. Escrow. City agrees to open an escrow at the office of Commonwealth Title Company, 4100 Newport Place Drive, Newport Beach, California, (the Escrow Agent) within five (5) days from and after the date on which the City has approved this Agreement. This Agreement constitutes the joint escrow instructions of the City and the Seller and a duplicate original of this Agreement shall be delivered to the Escrow Agent upon the opening of the escrow. Escrow to close within sixty (60) days of the City's execution of this Agreement. If escrow is not in a condition to close by the Close of Escrow, and failure to close is due to unforeseen conditions of title or interest of third parties in the Property that cannot be resolved in Escrow, then buyer may, at its option, request cancellation of escrow and this Agreement and return of any funds it has deposited into escrow. Thereupon, all obligations and liabilities of the Parties under this Agreement shall cease and terminate. If no such request is made, Escrow shall be closed as soon as possible thereafter. Buyer shall be entitled to possession of the Property immediately upon close of Escrow. The Escrow Agent hereby is empowered to act under this Agreement, and upon indicating its acceptance of this Section 4 and of the General Provisions described in Exhibit "B" attached hereto and incorporated herein by this reference, in writing, delivered to the City and to the Seller within five (5) days after delivery of this Agreement, shall carry out its duties as Escrow Agent hereunder. ' City agrees to bear and Escrow Agent is hereby authorized to charge to the City the cost of any transfer taxes, recording fees, cast of title insurance, re -conveyance fees, document preparation fees, escrow fees and any other closing costs incidental to the conveying of said real property to City. Penalties for prepayment of bona fide obligations secured by any existing deed of trust or mortgage shall be waived pursuant to Civil Code Procedures Section 1265.240. The liability to the Escrow Agent under this Agreement is limited to performance of the obligations imposed upon it under Section 4, Section 6, Section 8 and Exhibit "B" of the General Provisions of this Agreement. 5. Property Taxes. Such real property taxes, if any, on said real property for the fiscal year within which said real property is conveyed to City as are unpaid at the time of said conveyance shall be cleared and paid in accordance with the provisions of Section 4986 of the Revenue and Taxation Code of the State of California. Seller shall be eligible for a refund under Section 5096.7 of the Revenue and Taxation Code of the State of California for that portion of property taxes on said real property for said fiscal year which have been paid prior to the date the deed conveying said real property to City is recorded which is allocable to that portion of the fiscal year which begins on the date the deed conveying said real property to City is recorded and made uncollectible if unpaid by reason of Section 5086 of the Revenue and Taxation Code of the State of California. To the extent that Seller has prepaid any taxes or assessments attributable to the Property; Seller shall be solely responsible for obtaining any refund due thereon from the taxing authority. Upon written request, Buyer shall assist Seller, at Seller's sole cost, in obtaining said refund, if any; however, in no case shall Buyer credit or otherwise pay Seller for that refund, if any, through or outside of Escrow. All unpaid taxes on said real property for any and all years prior to the fiscal year within which said conveyance is made shall be paid by Seller before conveyance of said real property to City. 6. Payment of Purchase Price. City agrees to pay to Seller, and Seller agrees to accept from City, as and for the full purchase price for said real property, fixtures & equipment (improvements pertaining to the realty), goodwill (if any), and severance damages, the total sum of Four Hundred Ninety Thousand and no/100 Dollars ($490,000.60). City agrees to deposit said purchase price in escrow with the Escrow Agent within THIRTY (30) days from and after the date on which the City has approved this Agreement, and the Escrow Agent is hereby authorized to pay the same to Seller upon and after: a. Conveyance of said real property by Seller to City as hereinabove provided; b. Acceptance by City of a Grant Deed conveying said real property to City; 251-24 c. Delivery to City of the policy of title insurance as hereinabove provided; d. Recordation of the Deed conveying said real property to City 7. Possession. Seller agrees to deliver to City, on the date the Deed conveying said real property to City is recorded, quiet and peaceful possession of said real property, which shall be made free by Seller of all personal property. a. No later than fourteen days (14) days after close of escrow, Seller shall have removed all merchandise, inventory, equipment, personal property, and/or removable trade fixtures from the Property. Any merchandise, inventory, equipment, personal property, and/or removable trade fixtures at the Property as of three days after close of escrow shall be deemed abandoned by Seller on that date. b. If Seller does not vacate the Property by the above stated date, the Seller agrees to have the Court immediately issue a Writ of Possession and/or Assistance, directing the Marshall or Sheriff of Orange County to take physical possession of the Property in favor of the City. Seller waives the right to have the City file an unlawful detainer action, as well as waive the right to any hearing or any requirements for an application by City to obtain the Writ of Possession and/or Assistance and waives any and all rights to object to the issuance of said Writ if Seller does not vacate the Property by fourteen (14) days after close of escrow. B. Rental and Occupancy By Seller. Seller agrees to execute a complete, current and correct statement of rentals (Seller Estoppel) on a form furnished to Seller by City and deliver same to City within fifteen (15) days hereof with copies of any written leases or rental agreements attached. All rents will be prorated as of the close of escrow on the basis of a 30 -day month/360-day year consistent with that statement, subject to approval of City. Seller hereby agrees not to rent any units on the premises which are vacant as of the date that this agreement is executed by seller, or which may be vacated by present occupants prior to close of escrow. In return, the City agrees to reimburse seller lost rentals incurred by keeping units vacant through the close of escrow. Seller agrees that any and all Tenant Security Deposits pertaining to the subject property collected by or in the possession of Seller prior to the close of escrow shall be transferred to and become"the property of City during escrow. Seller hereby warrants that the rental statement referred to shall include the terms of all rental agreements, tenancies, and leases (written, unwritten, recorded, or unrecorded) and Seller agrees to hold City harmless from all liability from any such leases or agreements. Seller also warrants that there are no oral or written leases on all or any portion of the subject property exceeding a period of one month. 9. Waivers. The waiver by City of any breach of any covenant or agreement herein contained on the part of the Seller shall not be deemed or held to be a waiver of any subsequent or other breach of said covenant or agreement nor a waiver of any breach of any other covenants or agreements contained herein. 10. Heirs, Assinns, Successors -in -Interest. This PSA, and all the terms, covenants and conditions hereof, shall apply to and bind the heirs, executors, administrators, successors and assigns of the respective Parties hereto. 11. Time is of the Essence. In all matters and things hereunder to be done and in all payments hereunder to be made, time is and shall be of the essence. 12. Just Compensation. Seller acknowledges and agrees that said purchase price is just compensation at fair market value for said real property and includes payment for fixtures & equipment (improvements pertaining to the realty), goodwill (if any), and severance damages. 251-25 13. Acknowledgment of Full Benefits and Release. A. By execution of this Agreement, Seller, on behalf of himself, his heirs, executors, administrators, successors and assigns, hereby acknowledges that this Agreement provides full payment for the acquisition of thel Property by Buyer, and Seller hereby expressly and unconditionally waives any claim for compensation for injury to the remainder ("severance damages"); precondemnation damages; claims for inverse condemnation; loss of goodwill and/or lost profits; loss or impairment of any "bonus value" attributable to any lease; damage to or loss of improvements pertaining to the realty; damage to! or loss of machinery, fixtures, inventory, equipment and/or personal property; any right to repurchase, leaseback from Seller, or receive any financial gain from, the sale of any portion of the Property , or challenge Buyer's adoption of a resolution of necessity,' pursuant to Code of Civil Procedure sections 1245.245; any right to receive any notices pursuant to Code of Civil Procedure section 1245.245; any right to enforce any other obligation placed upon Seller pursuant to Code of Civil Procedure sections 1245.245, 1263.025 and 1263.615; any other rights conferred upon Sellers pursuant to Code of Civil Procedure sections 1245.245 and 1263.615 and 1263.025; and attorney's fees and costs. It being understood that this is a complete and full settlement of all acquisition claims, liabilities, or benefits of any type or nature whatsoever relating to'or in connection with the acquisition of the Property by Buyer. This release shall survive the Close of Escrow. B. This Agreement arose out of Buyer's efforts to acquire the Property through its municipal authority. Seller, on behalf of himself, his heirs, executors, administrators, successors and assigns, hereby fully releases Buyer, its successors, agents, representatives (including attorneys), and assigns, and all other persons and associations, known or unknown, from all claims and causes of action by reason of any damage which has been sustained by Seller, or may be sustained by Seller, as a result of Buyer's efforts to acquire the Property or to construct the works of improvement thereon, or any preliminary steps thereto. This Agreement does not, and shall not be construed to, require Seller to indemnify Buyer for damages which may arise as a result of Buyer's efforts to construct improvements on the Property. This acknowledgment and release shall survive the Close of Escrow 14. Notices. The mailing address of the City of Santa Ana is 20 Civic Center Plaza, M-36, P.O. Box 1988, in the City of Santa Ana 92701, County of Orange, State of California. The mailing address of the Seller is 402 East Warner Avenue, Santa Ana, CA 92707. 15. Exceptions. City agrees to accept title to said real property subject to the following: NONE. 16. Entire Agreement. It is mutually agreed that the Parties hereto have herein set forth the whole of their Agreement. Performance of this PSA by City shall lay at rest, each, every, and all issue(s) that were raised or could have been raised in connection with the acquisition of Said Real Property by City. 17. Hazardous Waste. Neither Seller nor, to the best of Seller's knowledge, any previous owner, tenant, occupant, or user of the Property used, generated, released, discharged, stored, or disposed of any hazardous waste, toxic substances, or related materials ("Hazardous Materials") on, under, in, or about the Property, or transported any Hazardous Materials to or from the Property. Seller shall not cause or permit the presence, use, generation, release, discharge, storage, or disposal of any Hazardous Materials on, under, in, or about, or the transportation of any Hazardous Materials to or from, the Property. The term "Hazardous Material" shall mean any substance, material, or waste which is or becomes regulated by any local governmental authority, the State of California, or the United States Government, including, but not limited to, any material or substance which is (i) defined as a "hazardous waste", "extremely hazardous waste", or "restricted hazardous waste" under Section 25115, 25117 or 25122.7, or listed pursuant to Section 25140 of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law), (ii) defined as "hazardous substance" under Section 25316 of the California Health and Safety Code, Division 20, Chapter 6.8 (Carpenter -Presley -Tanner Hazardous Substance Account Act), (iii) defined as a "hazardous material", "hazardous substance", or "hazardous waste" under Section 25501 of the California Health and 251-26 Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response Plans and Inventory), (iv) defined as a "hazardous substance" under Section 25281 of the California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances), (v) petroleum, (vi) asbestos, (vii) polychlorinated biphenyls, (viii) listed under Article 9 or defined as "hazardous" or "extremely hazardous" pursuant to Article 11 of Title 22 of the California Administrative Code, Division 4, Chapter 20, (ix) designated as a "hazardous substances" pursuant to Section 311 of the Clean Water Act, (33 U.S.C. S1317), (x) defined as a "hazardous waste" pursuantl to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. S6901 et sec. (42 U.S.C. S6903) or (A) defined as a "hazardous substances" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, as amended by Liability Act, 42. U.S.C. S9601 et sem. (42 U.S.C. S9601). i 18. Compliance With Environmental Laws. To the best of Seller's knowledge the Property complies with all applicable laws and governmental regulations including, without limitation, all applicable federal, state, and local laws pertaining to air and water quality, hazardous waste, waste disposal, and other environmental matters, including, but not limited to, the Clean Water, Clean Air, Federal Water Pollution Control, Solid Waste Disposal, Resource Conservation Recovery and Comprehensive Environmental Response Compensation and Liability Acts, and the California Environment Quality Act, and the rules, regulations, and ordinances of the 'city within which the subject property is located, the California Department of Health Services, the Regional Water Quality Control Board, the State Water Resources Control Board, the Environmental Protection Agency, and all applicable federal, state, and local agencies and bureaus. 19. Indemnity. Seller agrees to indemnify, defend and hold the City harmless from and against any claim, action, suit, proceeding, loss, cost, damage, liability, deficiency, fine, penalty, punitive damage, or expense (including, without limitation, attorneys' fees), resulting from, arising out of, or based upon (i) the presence, release, use, generation, discharge, storage, or disposal of any Hazardous Material on, under, in or about, or the transportation of any such materials to or from, the Property, or (ii) the violation, or alleged violation, of any statute, ordinance, order, rule, regulation, permit, judgment, or license relating to the use, generation, release, discharge, storage, disposal, or transportation of Hazardous Materials on, under, in, or about, to or from, the Property. This indemnity shall include, without limitation, any damage, liability, fine, penalty, punitive damage, cost, or expense arising from or out of any claim, action, suit or proceeding for personal injury (including sickness, disease, or death, tangible or intangible property damage, compensation for last wages,, business income, profits or other economic loss, damage to the natural resource or the environment, nuisance, pollution, contamination, leak, spill, release, or other adverse effect on the environment). This indemnity extends only to liability created prior to or up to the date this escrow shall close. Seller shall not be responsible for acts or omissions to act post close of this escrow. 20. Contingency. It is understood and agreed between the parties hereto that the completion of this transaction, and the escrow created hereby, is contingent upon the specific acceptance and approval of the City herein. The execution of these documents and the delivery of same to Escrow Agent constitute said acceptance and approval. 21. Modification and Amendment. This PSA may not be modified or amended except in writing signed by the Seller and City. 22. Partial Invalidity. Any provision of this PSA that is unenforceable or invalid or the conclusion of which would adversely affect the validity, legality, or enforcement of this PSA shall have no effect, but all the remaining provisions of this PSA shall remain in full force. 23. Captions. Captions and headings in this PSA, including the title of this PSA, are for convenience only and are not to be considered in construing this PSA. 24. Governing Law. This PSA shall be governed by and construed in accordance with the laws of the State of California. 251-27 25. No Reliance By One Party On The Other. Each party has the option to receive independent legal advice from its attorneys with respect to the advisability of executing this PSA and the meaning of the provisions hereof. The provisions of this PSA shall be construed as to their fair meaning, and not for or against any party based upon any attribution to such party as the source of the language in question. 1 1 26. No Third Party Beneficiary. This PSA is intended to benefit only the Parties hereto and no other person or entity has or shall acquire any rights hereunder. i 27. Duty To Cooperate Further. Each party hereby agrees that it shall, upon request of the other, execute and deliver spch further documents (in form and substance reasonably acceptable to the party to be charged) and do such other acts and things as are reasonably necessary and appropriate to effectuate the terms and conditions of this PSA, without cost. 28. Applicability of Agreement To Assignees. This PSA shall be binding upon and shall inure to the benefit of the successors and assigns of the Parties to this PSA. i 29. Authority to Execute 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 PSA, 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. 30. Incorporation of Exhibits. All Exhibits referenced herein and attached hereto shall be incorporated as ff fully set forth in the body of this PSA. 251-28 IN WITNESS WHEREOF, the Parties hereto have executed this PSA on the date and year first written above. SELLER: Maria Josefa Pena, a widow M ria Josefgena I City/Buyer City of Santa Ana Raul Godinez II City Manager Attest: Maria D. Huizar City Clerk Approved as to Form: UKA".11i Jo M. Funk As istant City Attorney RECOMMENDED FOR APPROVAL: Fuad S. Sweiss, PE, PLS Executive Director Public Works Agency Date: �� / , 2018 Date: 201_ Date: 201_ Date: 11-2-6 , 201, Date: 251-29 201 EXHIBIT "A" LEGAL DESRIPTION 'THE LAND REFERRED TO HEREIN IS SITUATED IN COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:, LOT 38 OF TRACT NO, 1575, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 56, PAGES 36 AND 37 OF MISCELLANEOUS MAPS, RECORDS OF SAID COUNTY. Assessor's Parcel Number: 016-035-01 251-30 EXHIBIT "B" (Commonwealth Land Title Company) GENERAL ESCROW PROVISIONS All disbursements shall be made by Escrow's check. All funds received in this escrow shall be deposited in one or more of your general escrow accounts with any bank doing business in the State of California and may be transferred to any other general escrow account or accounts. The expression "close of escrow" means the date on which instruments referred to herein are filed for record. All adjustments are to be made on the basis of a 30 -day month. Recordation of any instruments delivered through this escrow, if necessary or proper in the issuance of a policy of title insurance called for, is hereby authorized. There shall be no proration of any existing insurance policies in this escrow You are to furnish a copy of these instructions, amendments thereto, closing statements and/or any other documents deposited in this escrow to the lender or lenders, the real estate broker or brokers and/or the attorney or attorneys involved in this transaction upon request of such lenders, brokers or attorneys. Should you before or after close of escrow receive or become aware of any conflicting demands or claims with respect to this escrow or the rights of any of the parties hereto, or any money or property deposited herein affected hereby, you shall have the right to discontinue any or all further acts on your part until such conflict is resolved to your satisfaction, and you shall have the further right to commence or defend any action or proceedings for the determination of such conflict. The parties hereto jointly and severally agree to pay all costs, damages, judgments and expenses, including reasonable attorney's fees, suffered or incurred by you in connection with, or arising out of this escrow, including, but without limiting the generality of the foregoing, a suit in interpleader brought by you. In the event you file a suit in interpleader, you shall ipso facto be fully released and discharged from all obligations imposed upon you in this escrow. If for any reason funds are retained or remain in escrow, you are to deduct therefrom a reasonable monthly charge as custodian thereof of not less than $10.00 per month. Time is declared to be the essence of these instructions. If you are unable to comply within the time specified herein and such additional time as is required to make an examination of the official records, you will return all documents, money or property to the party entitled thereto upon satisfactory written demand and authorization. Any amendment of and/or supplement to any instructions must be in writing. The seller agrees to sell and the buyer agrees to buy the property herein described upon the terms hereof. These escrow instructions, and amendments hereto, may be executed in one or more counterparts, each of which independently shall have the same effect as if it were the original, and all of which taken together shall constitute one and the same instruction. 251-31 251-32 PURCHASE AND SALE AGREEMENT FOR ACQUISITION OF REAL PROPERTY AND BILATERAL ESCROW INSTRUCTIONS THIS AGREEMENT (hereinafter "PSA"), entered into on 2018, between the CITY, OF SANTA ANA, a charter city and municipal corporation duly organized under the Constitution and laws of the State of California (hereinafter "City' or "Buyer'), and,rDelia-Castillo, a married woman as her sole and separate property (hereinafter "Seller"), regardless of number or gender, THEREFORE, for and. in consideration of their mutual promises, covenants and agreements, and subject to the terms, conditions and provisions of this PSA, Seller agrees to sell to City, and City agrees to purchase from Seller, that certain real property (hereinafter "Said Real Property') legally described as follows: SEE EXHIBIT "N'— Legal Description i ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF (Commonly known as 2246 -South Orange'Avenue, Santa Ana, CA) (APN 403=142=1.7) Said purchase and sale of Said Real Property shall be in accordance with and subject to all of the following terms, conditions, promises, covenants, agreements and provisions, to wit: 1. Conveyance by Seller. Seller agrees to convey said real property to City, by Grant Deed, at the office of Commonwealth Title Company at 4100 Newport Place Drive, Suite 120, Newport Beach, California within sixty (60) days from and after the date on which the City has approved this Agreement. 2. Title to be Conveyed. Seller agrees that, except as may hereinafter be otherwise expressly provided, said real property shall be conveyed by Seller to City, as aforesaid, free and clear of any and all conditions, restrictions, reservations, exceptions, easements, assessments, profits, limitations, encumbrances (whether monetary or non -monetary, general or specific; Including any and all leasehold interests), liens, clouds or defects in title except those exceptions shown in Paragraph 15 below. Seller hereby warrants that the title to said real property to be conveyed by Seller to City shall be free and clear as provided above. Seller further agrees that acceptance by City of any deed to said real property, with or without knowledge of any condition, restriction, reservation, exception, easement, assessment, profit, limitation, encumbrance (whether monetary or non -monetary, general or specific, and including any and all leasehold interests), lien, cloud or defect in title, shall not constitute a waiver by City of its right to the full and clear title hereinabove agreed to be conveyed by Seller to City, nor of any right which might accrue to City because of the failure of Seller to convey title as hereinabove provided. 3. Title Insurance. Seller agrees to deliver to City, concurrently with the conveyance of said real property to City, within the time and at the place hereinabove specified for said conveyance of said real property, a policy of title insurance to be issued by the above mentioned title company, with the City therein named as the insured, in the amount of Four Hundred Sixty -Eight Thousand and no/100 Dollars ($468,000.00). insuring the title of the City to said real property is free and clear of any and all conditions, restrictions, reservations, exceptions, easements, assessments, profits, limitations, encumbrances (whether monetary or non -monetary, general or specific, and including any and all leasehold interests), liens, clouds or defects in title, excepting such specific ones as city may hereinafter expressly agree to take subject to. Acceptance by City of any such policy of insurance, whether such insurance complies with the requirements of this paragraph or not, shall not constitute a waiver by City of its right to such insurance as is herein required of Seller, nor a waiver by the City of any rights of action for damages or any other rights which may accrue to City by reason of the failure of Seller to convey title or to provide title insurance as required in this Agreement. EXHIBIT 4 251-33 4. Escrow. City agrees to open an escrow at the office of Commonwealth Title Company, 4100 Newport Place Drive, Newport Beach, California, (the Escrow Agent) within five (5) days from and after the date on which the City has approved this Agreement. This Agreement constitutes the joint escrow instructions of the City and the Seller and a duplicate original of this Agreement shall be delivered! to the Escrow Agent upon the opening of the escrow. Escrow to close within sixty (60) days of the City's execution of this Agreement. If escrow is not in a condition to close by the Close of Escrow, and failure to close is due to unforeseen conditions of title or interest of third parties in the Property that cannot be resolved in Escrow, then buyer may, at its option, request cancellation of escrow and this Agreement and return of any funds it has deposited into escrow. Thereupon, all obligations and liabilities of the Parties under this Agreement shall cease and terminate. If no such request is made, Escrow shall be closed as soon as possible thereafter. Buyer shall be entitled to possession of the Property immediately upon close of Escrow. The Escrow Agent hereby is empowered to act under this Agreement, and upon indicating its acceptance of this Section 4 and of the General Provisions described in Exhibit "B" attached hereto and incorporated herein by this reference, in writing, delivered to the City and to the Seller within five (5) days after delivery of this Agreement, shall carry out its duties as Escrow Agent hereunder. City agrees to bear and Escrow Agent is hereby authorized to charge to the City the cost of any transfer taxes, recording fees, cost of title insurance, re -conveyance fees, document preparation fees, escrow fees and any other closing costs incidental to the conveying of said real property to City. Penalties for prepayment of bona fide obligations secured by any existing deed of trust or mortgage shall be waived pursuant to Civil Code Procedures Section 1265.240. The liability to the Escrow Agent under this Agreement is limited to performance of the obligations Imposed upon it under Section 4, Section 6, Section 8 and Exhibit "B" of the General Provisions of this Agreement. 5. Property Taxes. Such real property taxes, if any, on said real property for the fiscal year within which said real property is conveyed to City as are unpaid at the time of said conveyance shall be cleared and paid in accordance with the provisions of Section 4986 of the Revenue and Taxation Code of the State of California. Seller shall be eligible .for a refund under Section 5096.7 of the Revenue and Taxation Code of the State of California for that portion of property taxes on said real property for said fiscal year which have been paid prior to the date the deed conveying said real property to City is recorded which is allocable to that portion of the fiscal year which begins on the date the deed conveying said real property to City is recorded and made uncollectible if unpaid by reason of Section 5086 of the Revenue and Taxation Code of the State of California. To the extent that Seller has prepaid any taxes or assessments attributable to the Property; Seller shall be solely responsible for obtaining any refund due thereon from the taxing authority. Upon written request, Buyer shall assist Seller, at Seller's sole cost, in obtaining said refund, if any; however, in no case shall Buyer credit or otherwise pay Seller for that refund, if any, through or outside of Escrow. All unpaid taxes on said real property for any and all years prior to the fiscal year within which said conveyance is made shall be paid by Seller before conveyance of said real property to City. 6. Payment of Purchase Price. City agrees to pay to Seller, and Seller agrees to accept from City, as and for the full purchase price for said real property, fixtures & equipment (improvements pertaining to the realty), goodwill (if any),- and severance damages, the total sum of Four Hundred Sixty -Eight Thousand and no/100 Dollars($468;000:00). City agrees to deposit said purchase price in escrow with the Escrow Agent within THIRTY (30) days from and after the date on which the City has approved this Agreement, and the Escrow Agent is hereby authorized to pay the same to Seller upon and after: a. Conveyance of said real property by Seller to City as hereinabove provided; b. Acceptance by City of a Grant Deed conveying said real property to City, 251-34 c. Delivery to City of the policy of title insurance as hereinabove provided; d. Recordation of the Deed conveying said real property to City. 1 7. Possession. Seller agrees to deliver to City, on the date the Deed conveying said real property to City is recorded, quiet and peaceful possession of said real property, which shall be made free by Seller of all personal property. a. No later than fourteen days (14) days after close of escrow, Seller shall have removed all merchandise, inventory, equipment, personal property, and/or removable trade fixtures from the Property. Any merchandise, inventory, equipment, personal property, and/or removable trade fixtures at the Property as of three days after close of escrow shall be deemed abandoned by Seller on that date. , b. If Seller does not vacate the Property by the above stated date, the Seller agrees to have the Court immediately issue a Writ of Possession and/or Assistance; directing the Marshall or Sheriff of Orange County to take physical possession of the Property in favor of the City. Seller waives the right to have the City file an unlawful detainer action, as well as waive the right to any hearing or any requirements for an application by City to obtain the Writ of Possession and/or Assistance and waives any and all rights to object to the issuance of said Writ if Seller does not vacate the Property by fourteen (14) days after close of escrow. S. Rental and .Occupancy By Seller. Seller agrees to execute a complete, current and correct statement of rentals (Seller Estoppel) on a form furnished to Seller by City and deliver same to City within fifteen (15) days hereof with copies of any written leases or rental agreements attached. All rents will be prorated as of the close of escrow on the basis of a 30 -day month/360-day year consistent with that statement, subject to approval of City. Seller hereby agrees not to rent any units on the premises which are vacant as of the date that this agreement is executed by seller, or which may be vacated by present occupants prior to close of escrow. In return, the City agrees to reimburse seller lost rentals incurred by keeping units vacant through the close of escrow. Seller agrees that any and all Tenant Security Deposits pertaining to the subject property collected by or in the possession of Seller prior to the close of escrow shall be transferred to and become the property of City during escrow. Seller hereby warrants that the rental statement referred to shall include the terms of all rental agreements, tenancies, and leases (written, unwritten, recorded, or unrecorded) and Seller agrees to hold City harmless from all liability from any such leases or agreements. Seller also warrants that there are no oral or written leases on all or any portion of the subject property exceeding a period of one month. S. Waivers. The waiver by City of any breach of any covenant or agreement herein contained on the part of the Seller shall not be deemed or held to be a waiver of any subsequent or other breach of said covenant or agreement nor a waiver of any breach of any other covenants or agreements contained herein. 10. Heirs, Assigns, Successors -in -Interest. This PSA, and all the terms, covenants and conditions hereof, shall apply to and bind the heirs, executors, administrators, successors and assigns of the respective Parties hereto. 11. Time is of the Essence. In all matters and things hereunder to be done and in all payments hereunder to be made, time is and shall be of the essence. 12. Just Compensation. Seller acknowledges and agrees that said purchase price is just compensation at fair market value for said real property and Includes payment for fixtures & equipment (improvements pertaining to the realty), goodwill (if any), and severance damages. 251-35 13. Acknowledgment of Full Benefits and Release. A. By execution of this Agreement, Seller, on behalf of himself, his heirs, executors, administrators, successors and assigns', hereby acknowledges that this Agreement provides full payment for the acquisition of the Property by Buyer, and Seller hereby expressly and unconditionally waives any claim for compensation for Injury to the remainder ("severance damages"); precondemnation damages; claims for Inverse condemnation; loss of goodwill and/or lost profits; loss or impairment of any "bonus value" attributable to any lease; damage to or loss of Improvements pertaining to the realty; damage to or loss of machinery, fixtures, inventory, equipment and/or personal property; any right to repurchase, leaseback from Seller, or receive any financial gain from, the sale of any portion of the Property , or challenge Buyers adoption of a resolution of necessity, pursuant to Code of Civil Procedure sections 1245.245; any right to receive any notices pursuant to Code of Civil Procedure section 1245.245; any right to enforce any other obligation placed upon Seller pursuant to Code of Civil Procedure sections 1245.245, 1263.025 and 1263.615; any other rights conferred upon Sellers pursuant to Code of Civil Procedure sections 1245.245 and 1263.615 and 1263.025; and attorney's fees and costs. It being understood that this is a complete and full settlement of all acquisition claims, liabilities, or benefits of any type or nature whatsoever relating to or in connection with the acquisition of the Property by Buyer. This release shall survive the Close of Escrow. B. This Agreement arose out of Buyers efforts to acquire the Property through its municipal authority. Seller, on behalf of himself, his heirs, executors, administrators, successors and assigns, hereby fully releases Buyer, its successors, agents, representatives (including attorneys), and assigns, and all other persons and associations, known or unknown, from all claims and causes of action by reason of any damage which has been sustained by Seller, or may be sustained by Seller, as a result of Buyers efforts to acquire the Property or to construct the works of improvement thereon, or any preliminary steps thereto. This Agreement does not, and shall not be construed to, require Seller to indemnify Buyer for damages which may arise as a result of Buyers efforts to construct improvements on the Property. This acknowledgment and release shall survive the Close of Escrow. 14. Notices The mailing address of the City of Santa Ana is 20 Civic Center Plaza, M-36, P.O. Box 1988, in the City of Santa Ana 92701, County of Orange, State of Califomia. The mailing address of the Seller is 2246 South Orange Avenue, Santa Ana, CA 92707. 15. Exceptions. City agrees to accept title to said real property subject to the following: NONE. 16. Entire Aareement. it is mutually agreed that the Parties hereto have herein set forth the whole of their Agreement. Performance of this PSA by City shall lay at rest, each, every, and all issue(s) that were raised or could have been raised in connection with the acquisition of Said Real Property by City. 17. Hazardous Waste. Neither Seller nor, to the best of Sellers knowledge, any previous owner, tenant, occupant, or user of the Property used, generated, released, discharged, stored, or disposed of any hazardous waste, toxic substances, or related materials ("Hazardous Materials") on, under, in, or about the Property, or transported any Hazardous Materials to or from the Property. Seller shall not cause or permit the presence, use, generation, release, discharge, storage, or disposal of any Hazardous Materials on, under, in, or about, or the transportation of any Hazardous Materials to or from, the Property. The term "Hazardous Material" shall mean any substance, material, or waste which is or becomes regulated by any local governmental authority, the State of California, or the'United States Government, including, but not limited to, any material or substance which is (i) defined as a "hazardous waste", "extremely hazardous waste", or "restricted hazardous waste" under Section 25115, 25117 or 25122.7, or listed pursuant to Section 25140 of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law), (ii) defined as "hazardous substance" under Section 25316 of the California Health and Safety Code, Division 20, Chapter 6.8 (Carpenter -Presley -Tanner Hazardous Substance Account Act), (iii) defined as a "hazardous material", "hazardous substance", or "hazardous waste" under Section 25501 of the California Health and 251-36 Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response Plans and Inventory), (iv) defined as a "hazardous substance" under Section 25261 of the California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances), (v) petroleum, (vi) asbestos, (vii) polychlorinated biphenyls, (viii) listed under Article 9 or defined as "hazardous" or "extremely hazardous" pursuant to Article 11 of Title 22 of the Califomia Administrative Code, Division 4, Chapter 20, (ix) designated as a "hazardous substances" pursuant to Section 311 of the Clean Water Act, (33 U.S.C. S1317), (x) defined as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. S6901 et seg. (42 U.S.C. S5903) 4 (A) defined as a "hazardous substances" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, as amended by Liability Act, 42. U.&C. S9601 et seg. (42 U.S.C. S9601). i 18. Compliance With Environmental Laws. To the best of Seller's knowledge the Property complies with all applicable laws and governmental regulations including, without limitation, all applicable federal, state, and local laws pertaining to air and water quality, hazardous waste, waste disposal, and other environmental matters, including, but not limited to, the Clean Water, Clean Air, Federal Water Pollution Control, Solid Waste Disposal, Resource, Conservation Recovery and Comprehensive Environmental Response Compensation and Liability Act, and the California Environment Quality Act, and the rules, regulations, and ordinances of the city within which the subject property is located, the California Department of Health Services, the Regional Water Quality Control Board, the State Water Resources Control Board, the Environmental Protection Agency, and all applicable federal, state, and local agencies and bureaus. 19. Indemnity. Seller agrees to indemnify, defend and hold the City harmless from and against any claim, action, suit, proceeding, loss, cost, damage, liability, deficiency, fine, penalty, punitive damage, or expense (including, without limitation, attorneys' fees), resulting from, arising out of, or based upon (i) the presence, release, use, generation, discharge, storage, or disposal of any Hazardous Material on, under, in or about, or the transportation of any such materials to or from, the Property, or (ii) the violation, or alleged violation, of any statute, ordinance, order, rule, regulation, permit, judgment, or license relating to the use, generation, release, discharge, storage, disposal, or transportation of Hazardous Materials on, under, in, or about, to or from, the Property. This indemnity shall include, without limitation, any damage, liability, fine, penalty, punitive damage, cost, or expense arising from or out of any claim, action, suit or proceeding for personal injury (including sickness, disease, or death, tangible or intangible property damage, compensation for lost wages, business income, profits or other economic. loss, damage to the natural resource or the environment, nuisance, pollution, contamination, leak, spill, release, or other adverse effect on the environment). This indemnity extends only to liability created prior to or up to the date this escrow shall close. Seller shall not be responsible for acts or omissions to act post close of this escrow. 20. Continciency. It is understood and agreed between the parties hereto that the completion of this transaction, and the escrow created hereby, is contingent upon the specific acceptance and approval of the City herein. The execution of these documents and the delivery of same to Escrow Agent constitute said acceptance and approval. 21. Modification and Amendment. This PSA may not be modified or amended except in writing signed by the Seller and City. 22. Partial Invalidity. Any provision of this PSA that is unenforceable or invalid or the conclusion of which would adversely affect the validity, legality, or enforcement of this PSA shall have no effect, but all the remaining provisions of this PSA shall remain in full force. 23. Captions. Captions and headings in this PSA, including the title of this PSA, are for convenience only and are not to be considered in construing this PSA. 24. Governing Law. This PSA shall be governed by and construed in accordance with the laws of the State of California. 251-37 26. No Reliance By One Party On The Other. Each party has received independent legal advice from its attorneys with respect to the advisability of executing this PSA and the meaning of the provisions hereof. The provisions of this PSA shall be construed as to their fair meaning, and not for or against any party based upon any attribution to sr ch party as the source of the language in question. 1 26. No Third Party Beneficiary. This PSA is intended to benefit only the Parties hereto and no other person or entity has or shall acquire any rights hereunder, i 27. _ Duty To C operate Further. Each party hereby agrees that it shall, upon request of the other, execute and deliver such further documents (in form and substance reasonably acceptable to the party to be charged) and do such other acts and things as are reasonably necessary and appropriate to effectuate the terms and conditions of this PSA, without cost. 28. Applicability of Agreement To Assignees. This PSA shall be binding upon and shall inure to the benefit of the successors and assigns of the Parties to this PSA. 29. Authority to Execute 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 PSA, 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. 30. Incorporation of Exhibits. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this PSA. 251-38 IN WITNESS WHEREOF, the Parties hereto have executed this PSA on the date and year first written above. I SELLER: Della Castillo, a married woman as her sole and,separate property '2 Delia Castillo CitylBuyer City of Santa Ana ' Date: 2018 Raul Godinez II City Manager Attest: Maria D. Huizar Date: .2018 City Clerk Approved as to Form: Date: J M. Funk Assistant City Attorney FOR APPROVAL: Fuad S. Sweiss, PE, PLS Executive Director Public Works Agency Date: 2— 101 .2018 251-39 2018 EXHIBIT "A" LEGAL DESRIPTION THE LAND REFERRED TO HEREIN IS SITUATED IN COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: i THE SOUTH HALF OF LOTS 26 AND 27 IN BLOCK D OF TRACT NO. 638, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN SON A MAP RECORDED IN BOOK 19, PAGE 17 OF MISCELLANEOUS MAPS, RECORD OF ORANGE COUNTY, CALIFORNIA. Assessar's Parcel Number: 403-142-17 251-40 EXHIBIT "B" (Commonwealth Land Title Company) GENERAL ESCROW PROVISIONS All disbursements shall be made by Escrow's check. All funds received in this escrow shall be deposited in one or more of your general escrow accounts with any bank doing business in the State of California and may be transferred to any other general escrow account or accounts. The expression "close of escrow" means the date on which instruments referred to herein are fled for record. All adjustments are to be made on the basis of a 30 -day month. Recordation of any instruments delivered through this escrow, if necessary or proper in the issuance of a policy of title insurance called for, is hereby authorized. There shall be no proration of any existing insurance policies in this escrow. You are to furnish a copy of these instructions, amendments thereto, closing statements and/or any other documents deposited in this escrow to the lender or lenders, the real estate broker or brokers and/or the attorney or attorneys involved in this transaction upon request of such lenders, brokers or attorneys. Should you before or after close of escrow receive or become aware of any conflicting demands or claims with respect to this escrow or the rights of any of the parties hereto, or any money or property deposited herein affected hereby, you shall have the right to discontinue any or all further acts on your part until such conflict is resolved to your satisfaction, and you shall have the further right to commence or defend any action or proceedings for the determination of such conflict. The parties hereto jointly and severally agree to pay all costs, damages, judgments and expenses, including reasonable attorney's fees, suffered or incurred .by you in connection with, or arising out of this escrow, including, but without limiting the generality of the foregoing, a suit in interpleader brought by you. In the event you file a suit in interpleader, you shall ipso facto be fully released and discharged from all obligations imposed upon you in this escrow. If for any reason funds are retained or remain in escrow, you are to deduct therefrom a reasonable monthly charge as custodian thereof of not less than $10.00 per month. Time is declared to be the essence of these Instructions. If you are unable to comply within the time specified herein and such additional time as is required to make an examination of the official records, you will return all documents, money or property to the party entitled thereto upon satisfactory written demand and authorization. Any amendment of and/or supplement to any instructions must be in writing. The seller agrees to sell and the buyer agrees to buy the property herein described upon the terms hereof. These escrow Instructions, and amendments hereto, may be executed in one or more counterparts, each of which independently shall have the same effect as if it were the original, and all of which taken together shall constitute one and the same Instruction. 251-41 251-42 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JANUARY 15, 2019 TITLE: APPROVE SEVERANCE AGREEMENT WITH CITY MANAGER RAUL GODINEZ 11 �_� V _ CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 13' Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Approve the Severance Agreement and General Releases with City Manager Raul Godinez II and authorize the Mayor to execute the Agreement, DISCUSSION The City Council entered into an Employment Agreement with Raul Godinez II in October 2017. The City and Mr. Godinez have now negotiated a severance agreement with general releases. A copy of the agreement is attached to this report. FISCAL IMPACT, The City Manager's Office Fund Account (Account No. 01103010-61010) will be used to pay for the Severance Agreement. Staff will determine the appropriation adjustment and include in the mid -year financial report scheduled for the February 5, 2019 agenda. The City's costs are projected as follows: FY 2 18-19 Severance Payment to Employee $388,946.49 City Costs for Medicare tax $ 5,639.72 Total City's COStSfor Severance $394,586.21 _�J Steven PhOy Executive DiNector Human Resources Department APPROVED AS TO FUNDS AND ACCOUNTS: Kathryn Downs, CPA Executive Director Finance and Management Services Agency Exhibit: 1. Severance Agreement and General Releases 25J-1 25J-2 SEVERANCE AGREEMENT AND GENERAL RELEASES This Severance Agreement and General Releases of all claims (hereinafter "Agreement") is made and entered into by and among the members of the SANTA ANA CITY COUNCIL, including Mayor Miguel Pulido, Mayor Pro Tem Juan Villegas, Councilmember Cecilia Iglesias, Councilmember David Penaloza, Councilmember Roman Reyna, Councilmember Vicente Sarmiento, and Councilmember Jose Solorio, the CITY OF SANTA ANA (hereinafter collectively referred to as "City"), and Raul Godinez II (hereinafter referred to as "EMPLOYEE"), effective on January _, 2019 and is made in light of the following: 1. EMPLOYEE was employed by the City as City Manager pursuant to an At -will Employment Agreement entered into originally on October 17, 2017. The Employment Agreement provides that should the City terminate EMPLOYEE's employment without cause, the EMPLOYEE shall be entitled to certain severance remedies. 2. EMPLOYEE and City have engaged in discussions regarding EMPLOYEE's employment, and how to exercise the severance provisions in the Employment Agreement. They desire to settle fully and finally any and all perceived or real disputes between them arising out of EMPLOYEE's employment and Employment Agreement with the City. 3. This Agreement and compliance with this Agreement shall not be construed in any way as an admission by the City of any liability whatsoever, or, that the City has acted wrongfully with respect to EMPLOYEE, or, that EMPLOYEE has any rights whatsoever against the City and/or its council members, officers, employees, agents or attorneys. The City specifically 25J-3 disclaims any liability to, or wrongful acts against, EMPLOYEE or any other person on the part of said City and individuals. 4. EMPLOYEE agrees that he will not file any complaints, claims, charges, grievances, or lawsuits at any time hereinafter with the City, with any governmental agency or with any court arising out of his employment with and release from the City, provided, however, he shall not be limited from pursuing claims or other enforcement activities for the sole purpose of enforcing his rights under this Agreement. 5. CITY releases EMPLOYEE from employment and terminates the Employment Agreement pursuant to the terms and conditions set forth in this Agreement. EMPLOYEE's last day of employment shall be February 1, 2019 6. In consideration of this Agreement, the City agrees to pay EMPLOYEE severance pay and provide full benefits as set forth in the Employment Agreement and described in this Paragraph. Severance pay shall be equal to twelve (12) months compensation at EMPLOYEE's current annual compensation together with the value of PERS Health and self-insured vision and dental ("Health Benefit") in the amounts currently provided by City to EMPLOYEE . These amounts (Severance and Health Benefit) will be paid in a lump sum no later than February 1, 2019. The City will not make contributions to the Public EMPLOYEE's Retirement System ("PERS") on these severance payments, nor make any payments for long-term disability, life, or any other insurance benefits, but EMPLOYEE shall receive a lump sum payment for the value of these benefits for a (12) month period. This amount will be paid in a lump sum no later than February 25J-4 1, 2019. EMPLOYEE agrees to indemnify, defend and hold harmless the City from and against any and all claims or causes of action affecting any and all liability for any state or federal income tax and PERS liability based upon the payments referred to in this Paragraph. In the event that EMPLOYEE has not secured new employment that provides for health benefits by or before February 1, 2020 EMPLOYEE shall receive a lump sum payment for the value of (6 months) of PERS Health and self-insured vision and dental ("Health Benefit") in the amounts currently provided by City to EMPLOYEE. EMPLOYEE agrees that he will not apply for unemployment benefits following his date of separation from the City. 7. City agrees that EMPLOYEE may request letters of recommendation and references from past, present and future City Council Members and that such letters of recommendation and references may be written on CITY letterhead. EMPLOYEE agrees that by requesting a letter of recommendation or reference, he authorizes and grants absolute privilege to the individual from whom he has requested the recommendation or reference, to release any and all information he or she has concerning EMPLOYEE which may be of a confidential, privileged, positive and/or negative nature, including but not limited to, employment information and/or any other information the individual may possess. EMPLOYEE understands and expressly agrees that information provided by a former, present or future City Council Member in a letter of recommendation or reference requested by EMPLOYEE shall not constitute a violation of this Agreement. 8. The City shall pay EMPLOYEE for all earned or allocated, and unused accrued sick leave, vacation and management vacation, as of the date of separation from employment, less 25J-5 applicable payroll tax withholdings and deductions. This amount will be paid in a ltunp sum no later than February 1, 2019. EMPLOYEE shall receive additional vacation accrual hours to cover any vacation time taken between the date EMPLOYEE signs this agreement and February 1, 2019. 9. EMPLOYEE and the City Council Members mutually agree to refrain from disclosing, making or disseminating negative or derogatory comments orally or in writings (including, but not limited to, emails, letters, notes or text messages) about the other or directing or counseling any other individual to do so. However, nothing in this Agreement shall be deemed to preclude the parties from giving truthful statements, testimony, declarations or other disclosures required by or pursuant to legal process or pursuant to a EMPLOYEE -initiated request for a letter of recommendation or reference as provided for in Paragraph 7 of this Agreement 10. EMPLOYEE, on behalf of himself, his relatives, heirs, estate, executors, administrators, successors and assigns, and attorneys (hereinafter "EMPLOYEE") and the City, its council members, officers, employees, agents, and attorneys (hereinafter "City") fully release and discharge the other, including the others' respective attorneys, from all actions, causes of action, claims, judgments, obligations, damages, and liabilities of whatsoever kind and character, including, but not limited to, any actions, causes of action, claims, judgments, obligations, damages, or liabilities, and the causes, procedures and circumstances, surrounding the termination of his employment with the City, including, but not limited to, those arising out of any claims for violation of any alleged contract, express or implied; any covenant of good faith and fair dealing, whether express or implied; any tort; or any federal, state, or local statute or regulation; any federal, state, or local law statute or regulation based on or related to the Age Discrimination in 25J-6 Employment Act (29 U.S.C. sections 621-634); the Older Workers Benefit Protection Act (29 U.S.C. § 626 et seq.); the Equal Pay Act (29 U.S.C. § 206(d)); the Fair Labor Standards Act (29 U.S,C § 201 et seq); the Family and Medical Leave Act (29 U.S.C. §2601 et seq); the Employment Retirement Income Security Act of 1974 (29 U.S.C, §1001 et seq); the Americans with Disabilities Act (42 U.S.C. § 12101 et seq); Title VII, Civil Rights Act of 1964 (42 U.S.C. sections 2000-2000 (e) 1-17); the California Fair Employment and Housing Act (Gov. Code§§ 12900-12996); Ralph M. Brown Act (California Government Code§ 54950 et seq.); the California Family Rights Act (California Civil Code § 51 et seq.); and all provisions of the California Labor Code and wage orders or similar directives or authorities issued by any federal or state authority having enforcement powers, the Constitution of the United States, and the Constitution of the State of California. Further, EMPLOYEE represents and warrants that he has not filed any complaints, charges, grievances or lawsuits against the City with any governmental agency arising out of his employment with and termination from the City and that he will not do so at any time hereinafter; provided, however that he shall not be limited from pursuing claims for the sole purpose of enforcing his rights under this Agreement. Further, EMPLOYEE and City agree that under this Agreement, he, it and they waive any claim for damages incurred at any time after the date of this Agreement because of alleged continuing effects of any alleged unlawful acts or omissions involving EMPLOYEE's employment with and termination from the City and any right to sue for injunctive relief against the alleged continuing effects of alleged acts or omissions. 11. EMPLOYEE and City understand and expressly agree that this Agreement extends to all claims of every nature and kind whatsoever, known or unknown, suspected or unsuspected, 25J-7 past or present, and all rights under Section 1542 of the California Civil Code are hereby expressly waived. Section 1542 reads as follows: A general release does not extend to claims which the creditor 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. 12. The Age Discrimination in Employment Act of 1967 ("ADEA" 29 U.S.C. §§ 621- 634) makes it illegal for an employer to discharge any individual or otherwise discriminate with respect to the nature and privileges of an individual's employment on the basis that the individual is age forty or older. The Older Workers Benefit Protection Act ("OWBPA'; 29 U.S.C. §§ 626 et seq.) augments the ADEA and prohibits the waiver of any right or claim under the ADEA unless the waiver is knowing and voluntary. By entering into this Agreement, EMPLOYEE acknowledges that, in exchange for consideration stated herein, he knowingly and voluntarily waives and releases any rights that he may have under the ADEA and/or OWBPA. EMPLOYEE further acknowledges that he has been advised and understands, pursuant to the provisions of the ADEA and OWBPA that: (a) This waiver/release is written in a manner EMPLOYEE understands; (b) EMPLOYEE is aware of and has been advised by a representative or attorney of his own choosing of his rights under the ADEA and OWBPA, and of the legal significance of his waiver of any possible claims he currently may have under the 25J-8 ADEA, OWBPA, or similar age discrimination laws; (c) EMPLOYEE is entitled to a reasonable time of at least twenty-one (21) days within which to review and consider this Agreement, and the waiver and release of any rights he may have under the ADEA, the OWBPA, or similar age discrimination laws, but he may, in the exercise of his own discretion, sign or reject this Agreement at any time before the expiration of the twenty-one (21) day period. To the extent EMPLOYEE takes less than 21 days to consider this Agreement prior to execution, Employee acknowledges that he has had sufficient time to consider this Agreement with his legal counsel and that he expressly, voluntarily and knowingly waives any additional time. (d) The waivers and releases set forth in this Agreement shall not apply to any rights or claims that may arise after the effective date of this Agreement (e) EMPLOYEE has had an opportunity to discuss this waiver and release with, and be advised with respect thereto, by an attorney of his choice prior to executing this Agreement. (f) EMPLOYEE has seven (7) days following his execution of this Agreement to revoke this Agreement. If EMPLOYEE desires to revoke the Agreement, he must give express and actual written notice of revocation to the City of Santa Ana within seven (7) days after EMPLOYEE executes this Agreement. Such notice of revocation shall be effective only if and when received in writing by the City of Santa Ana Human Resources Department before the close of business no later than the seventh calendar day after EMPLOYEE signs this Agreement. 25J-9 13. Notwithstanding the mutual releases contained in this Agreement, the City acknowledges and agrees that under the California Government Tort Claims Act, the City must provide a defense to and pay any resulting judgment, compromise or settlement based on a civil claim against both present and former employees where such claim arises out of an act or omission that occurred within the scope of employment. The City further acknowledges and agrees that the City may provide a similar defense in a criminal matter related to alleged acts within the scope of employment. City therefore agrees that if any such claims are raised after the effective date of this Agreement, the City agrees to provide any legally required and discretionary defense pursuant to a Reservation of Rights Agreement and in accordance with all applicable procedures set forth in the California Civil and Government Codes. In the event that EMPLOYEE requests a defense under this Paragraph, the City shall provide such defense under such a Reservation of Rights Agreement which will require the EMPLOYEE to indemnify the City for payment of any and all costs incurred by the City should the EMPLOYEE be found by a court of law to have acted or failed to act because of actual fraud, corruption or actual malice or that the claim involving EMPLOYEE did not arise from or was not directly related to EMPLOYEE's performance of his official duties. 14. Within twenty-four (24) hours of the time that this Agreement is fully executed, EMPLOYEE shall return to the City all personal property of the City, including his City -issued cell phone, his laptop computer, keys and any and all other equipment. EMPLOYEE shall also return all City related files, paperwork, calendars or materials. EMPLOYEE is hereby reminded that State and City laws and regulations apply to the retention and destruction of all City records. 25J-10 All equipment and files shall be returned to the City in a form that is consistent with State and City records retention laws and regulations. 15. EMPLOYEE represents and agrees that he has been advised to discuss this Agreement with an attorney, and that he has carefully read and fully understands all of the provisions of the Agreement, that he is voluntarily entering into this Agreement, and that he has the capacity to enter into this Agreement. 16. EMPLOYEE represents and acknowledges that in executing this Agreement he does not rely and has not relied upon any representation or statement not set forth herein made by any of the parties or any of the parties' agents, representatives, or attorneys with regard to the subject matter, basis or effect of this Agreement or otherwise. 17. This Agreement sets forth the entire agreement between the parties hereto and fully supersedes any and all prior agreements or understandings between the parties hereto pertaining to the subject matter hereof. 18. This Agreement is made and entered into in the State of California and shall in all respects be interpreted and enforced and governed by and under the law of the State of California. In the event of a dispute, the parties hereto specifically agree that the judicial jurisdiction and venue shall be the County of Orange, State of California. 25J-11 19. Should it be necessary for either party to commence litigation to enforce any provisions of this Agreement, the prevailing party therein shall be entitled, not by way of limitation, to reasonable attorneys' fees and costs incurred in the enforcement of any provision herein. 20. Should any of the provisions of this Agreement be determined to be illegal, invalid, or unenforceable by any court or government agency of competent jurisdiction, validity of the remaining parts, terns, or provisions shall not be affected thereby, and said illegal, invalid, or unenforceable part, term, or provision shall be deemed not to be a part of this Agreement. 21. This Agreement may be executed in any number of counterparts. Any such counterpart when executed shall constitute an original of the Agreement and all such counterparts together shall constitute one and the same agreement. 22. Each party shall bear its, his or their own attorneys' fees and costs with respect to the matters resolved hereby. [signature page to follow] 25J-12 EMPLOYEE REPRESENTS THAT HE HAS CAREFULLY READ THIS AGREEMENT AND KNOWS ITS CONTENTS AND FULLY UNDERSTANDS IT; THAT HE HAS HAD THE OPPORTUNITY TO HAVE IT FULLY EXPLAINED TO HIM BY AN ATTORNEY OF HIS CHOICE AND HAS DISCUSSED THIS AGREEMENT WITH AN ATTORNEY AND HAS CHOSEN TO SIGN IT; THAT HE FULLY UNDERSTANDS ITS FINAL AND BINDING EFFECT; THAT THE ONLY PROMISES MADE TO HIM TO SIGN THIS AGREEMENT ARE THOSE STATED ABOVE; AND THAT HE IS SIGNING IT VOLUNTARILY. Executed this day of , 2019, at , California. EMPLOYEE Executed this day of 2019, at California. APPROVED AS TO FORM: DATED: By Attorney for EMPLOYEE (if any) DATED: By City Attorney City of Santa Ana ATTEST: By City Clerk City of Santa Ana MAYOR 25J-13 25J-14 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JANUARY 15, 2019 TITLE: RECEIVE AND FILE STAFF REPORT APPROVING TENTATIVE TRACT MAP NO. 2018-04 TO SUBDIVIDE A PROPOSED TOWNHOME DEVELOPMENT INTO EIGHT CONDOMINIUM UNITS AT 3417 AND 3425 WEST FIFTH STREET - DAVID DUONG, APPLICANT (STRATEGIC PLAN NOS. 3,2) o�� CITY AGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1� Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Receive and file the staff report approving Tentative Tract Map No. 2018-04 as conditioned. PLANNING COMMISSION ACTION At its regular meeting on December 10, 2018, the Planning Commission by a vote of 5:0 (Alderete abstained), adopted a resolution approving Tentative Tract Map No. 2018-04 as conditioned to subdivide a proposed townhome development into eight condominium units at 3417 and 3425 West Fifth Street located in the Harbor Mixed -Used Transit Corridor Specific Plan (SP -2), Neighborhood Transitional subzone. The Planning Commission made no changes to the recommendation outlined in the attached staff report (Exhibit A). DISCUSSION The applicant, David Duong, representing Little Saigon, LLC., is proposing to subdivide a proposed townhome development on an existing 0.45 -acre parcel into eight units. Each of the eight proposed units will provide a two-story townhome residential structure. The proposed structures range from four -bedrooms and three bathroom units at a size of 2,062 square feet, to a smaller 1,674 -square foot three bedroom and two -and -half bathroom design. All of the units will provide a tuck -under two -car garage. Based on a review of the tentative tract map by the Planning Division, Orange County Fire Authority, and Public Works Agency, the project has been designed to be in compliance with the applicable development standards found in Chapter 34 (Subdivision) and 41 (Zoning) of the Santa Ana Municipal Code and applicable SP -2 zoning district requirements, and also in compliance with all applicable state codes. 32A-1 Receive and File Staff Report Approving Tentative Tract Map No. 2018-04 January 15, 2018 Page 2 The project will provide an opportunity for additional housing on a parcel that is currently under- utilized. These improvements will help to enhance the quality of life of the surrounding community. Full-sized site plans are available for public viewing in the Clerk of the Council Office. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #3 - Economic Development, Objective #2 (create new opportunities for business/job growth and encourage private development through new General Plan and Zoning Ordinance policies). FISCAL IMPACT Based on the development of the new eight -unit tuck -under residences, the City is expected to generate approximately $96,000 in permit fees. The project will also increase the property tax for the individual units. The properties are currently vacant and have a taxable value of approximately $688,000. Upon completion of the project, the estimated taxable value of the property is approximately $6.9 million. A $6.2 million increase in assessed value would be roughly another $12,000 in annual property tax revenue to the City ($6.2 million X 1% property tax X 19% City share). Minh Thai Executive Director Planning and Building Agency IO:fg S:RFCA\201 M1-15-19\PBA TTM 18-04 RFCA.cc Exhibit: A. Planning Commission Staff Report 32A-2 REQUEST FOR Planning Commission Action PLANNING COMMISSION MEETING DATE: DECEMBER 10, 2018 TITLE: PUBLIC HEARING — TENTATIVE TRACT MAP NO.2018-04 TO SUBDIVIDE A PROPOSED TOWNHOME DEVELOPMENT INTO EIGHT CONDOMINIUM UNITS LOCATED AT 3417 AND 3425 WEST FIFTH STREET — DAVID DUONG, APPLICANT {STRATEGIC PLAN NO. 3,2) Prepared by Ivan Orozco Executive Director RECOMMENDED ACTION PLANNING COMMISSION SECRETARY APPROVED ❑ As Recommended ❑ As Amended 0 Set Public Hearing For DENIED ❑ Applicant's Request ❑ Staff Recommendation CONTINUED TO Planning Manager Adopt a resolution approving Tentative Tract Map No. 2018-04, as conditioned. Executive Summary David Duong, representing Little Saigon, LLC., is requesting approval of a tentative tract map to permit the subdivision of a proposed eight -unit, two-story attached townhome development for the vacant properties located at 3417 and 3425 West Fifth Street. Pursuant to SAMC Sec. 34- 127, the City of Santa Ana Planning Commission is responsible for approving tentative tract maps. Staff is recommending approval of the applicant's request due to the project's compliance with the zoning and all corresponding development standards. Table 1: Project and Location Information Item: Information Project Address 3417 and 3425 West Fifth Street Nearest Intersection Fifth and Jackson Streets General Plan Designation Urban Neighborhood (UN) Zoning Designation Harbor Mixed -Used Transit Corridor Specific Plan (SP -2) — Neighborhood Transitional. Surrounding Land Uses North Single -Family Residences East Single -Family Residences/Industrial Uses South Single -Family Residences/Commercial Uses West Single -Family Residences/Commercial Uses Property Size 0.45 Acres Exhibit A 32A-3 TTM No. 2018-04 December 10, 2018 Page 2 Item Information Existing Site Development The site is currently vacant. Use Permissions Uses SP2 Table 3-2: Permitted Uses Development Standards SP2 Table 3-3: Building Type and Form Proiect Background In October 2014, the City Council adopted the Harbor Mixed Use Transit Corridor Specific Plan, which replaced the North Harbor Specific Plan and allows for a greater amount of residential, commercial, and mixed-use projects in the Specific Plan area. Following the concepts and goals of the Specific Plan, in 2015, the City received a proposal to develop the site with eight attached tuck -under residential units arranged in two buildings, each containing four units. The two-story buildings will contain units comprised of four bedrooms, three bathrooms, and a two -car garage. After several submittals of the project and working with staff to comply with the provisions of the Harbor Plan, and after receiving feedback from the community about the scale of the proposed project, open space, and traffic and ingress/egress, the applicant revised the plans. The revisions resulted in an alternative, more contemporary architectural style to reduce the massing and height of the structures, additional open space areas at the rear of the project site, and enhancements to the Fifth Street -facing units. These revisions also included upgrades to the block walls, front -entry orientation, and location of the accessory mechanical units. The design of the development meets all requirements of the Specific Plan and those imposed by the Citywide Design Guidelines relating to residential projects. Prolect Description The West Fifth Villas project consists of eight two-story tuck -under residential units. The site is developed with two buildings, each of which will provide four units each. Although, the project is allowed by right, the proposal also includes a tentative tract map to subdivide the development for condominium purposes, as this requires action by the Planning Commission and City Council. Two driveways exist, one on Jackson Street and the second on Fifth Street. Consideration for trash pick-up has been made as the entrance for vehicle service will be the driveway on Jackson Street, having the refuse truck exit onto Fifth Street where the trash enclosure is easier to service. A rear common area/open space walkway and seating area has been incorporated for the tenants to access their units and for recreation purposes. Each one of the residential units will provide a two -car garage. Table 2: Residential Unit Information West Fifth Villas Subdivisions .., Unit Number Unit Size Garage Square Number of Bedrooms Bathrooms Private Private Foota e Stories Open Space Laundry 1 2,157 SF 430 SF 2 4 3 144 SF Yes 32A-4 TTM No. 2018-04 December 10, 2018 Page 3 West FifthYillas Subdivisiorr, - Unit Number Unit Size Garage Square Foota e Numberof Stories Bedrooms Bathrooms Private Open Space Private Laundry 2 2,002 SF 430 SF 2 4 3 90 SF Yes 3 2,062 SF 430 SF 2 4 3 138 SF Yes 4 2,018 SF 430 SF 2 4 3 120 SF Yes 5 1,998 SF 430 SF 2 4 3 90 SF Yes 6 2,002 SF 430 SF 2 4 3 90 SF Yes 7 2,062 SF 430 SF 2 4 3 138 SF Yes 8 1,674 SF 440 SF 2 3 2.5 115 SF Yes Design considerations have been taken for the development in all facets. The two units adjacent to Jackson Street have oriented the front door to either face Jackson or for the case of Unit five, the front door faces the intersection diagonally. This design feature is meant to have the building connect to the street. Improved pavement materials will be used for the driveway and pedestrian walkway at the north, including stamped concrete for the pedestrian area. Private open space in form of balcony areas are required by the development standards listed in the Harbor Mixed - Used Transit Corridor Specific Plan. As per Tables 2 and 3, the minimum square footage of each balcony is 90 square feet, with the largest balcony belonging to unit 1 at 144 square feet. Laundry rooms have been incorporated to each unit. Another design feature provided in each unit is having an open ground floor that allows the living room, dining room, and kitchen to flow seamlessly without any partitions. A full landscape design approach was also provided and will incorporate a tiered system of landscaping materials; trees, shrubs, and vines will be used throughout. Additionally, the block wall will have 12 -inch by 12 -inch pilasters throughout to create a break in the full wall construction. A billboard currently occupies a portion of the southeast comer of the property. As the development of the site continues and permits are issued, the billboard will be removed Indefinitely. As Table 3 indicates, a rate of 0.25 guest parking spaces is required per unit, for a total of two parking spaces. A benefit of the Neighborhood Transitional Subzone within the SP -2 is that parking can be accommodated on -street. Additionally, through the design of the aprons and driveways, it was identified that additional on -street parking would be available, therefore supplementing the required two spaces. Table 3: Development Standards Table; W, Buildin" .T e`and Form SP2 - Harbo .Miked•Use Trensifccirridor Standard (Tuck —Under) Required/Allowed Provided Density Range 12-18 Units 8 Units Lot Depth 75 Feet (Minimum) 155 Feet Lot Width 95-250 Feet 128 Feet 32A-5 TTM No. 2018-04 December 10, 2018 Page 4 Table 3=3, Building Type and Form (SP2 — Harbor Mixed -Use Transit Corridor) Standard(Tuck —Under Required/Allowed Provided Height (Stories) 2-3 Stories 2 Stories Guest Parking 2 (0.25 per unit) SP2 allows for street parking Private Open Space 90 Square Feet Minimum 90 Square Feet Prosect Analysis Tract Mao Subdivision requests are governed by Chapter 34 and Chapter 41 of the SAMC. Pursuant to Section 66473.5 and 66474 of the California Subdivision Map Act, applications for tentative tract maps are approved when it can be shown that findings can be made in support of the request. Specifically, findings related to the proposal need to be made that find the project is consistent with the General Plan, the site is physically suitable for the type and density of the proposed project, the proposed project will not cause substantial environmental damage or substantially and avoidably injure fish and wildlife or their habitat, the proposed project will not cause serious public health problems, or the proposed project will not conflict with easements necessary for public access through or use of the property must be made. Using this information staff has prepared the following analysis, which, in tum fors the basis for the recommendation contained in this report. In analyzing the applicant's request, staff believes that the following analysis warrants approval of the tentative tract map. The applicant is seeking approval of a tentative tract map to subdivide for condominium purposes, as the proposed development consists of eight attached tuck -under units. Upon completion of the subdivision, the lots will continue to be utilized for residential use in the for of attached townhome type structures. in reviewing the project, staff determined that the proposal as conditioned is consistent with the various provisions of the City's Zoning Code and General Plan, including lot size, lot coverage, and parking. Further conditions of approval have been included to bring the site's landscaping, architectural design, and Covenant Conditions and Restrictions to be in compliance with all applicable standards of the SAMC. Further, no adverse environmental impacts to fish or wildlife populations were identified as the project site is located in a built -out, urbanized area. Finally, the tentative tract map was found to be consistent with the California Subdivision Map Act and Chapter 34 of the Municipal Code. The overall project site provides an opportunity for additional housing and development that would otherwise continue to remain as a vacant, under-utilized parcel. These improvements will help to enhance the quality of life in the surrounding community by providing 8 units of for -sale housing. The proposed project is part of the Harbor Mixed -Used Transit Corridor Specific Plan and has been designed to Incorporate significant design features, articulating elevations in order to minimize any visual impacts on surrounding land uses. Furthermore, the project has been designed to be architecturally integrated with other single-family residences in the area and is consistent with Policies 2.10 and 3.5 of the Land Use Element that supports new development 32A-6 TTM No. 2018-04 December 10, 2018 Page 5 which is compatible in scale and character with existing development in the area. The development of this !vacant lot also supports Policy 1.3 of the Housing Element that promotes a complementary mix of land uses that improves the character and stability of neighborhoods. Table 4• CEQA Strategic Plan Alignment and Public Notification & Community Outreach CEQA, Strategic Pian Alignment; and Public Notificatiom&: Community,Outreach .. , CEQA ' CEQA Type Previously evaluated per EIR No. 2014-01 Document Type In -Fill Development Projects evaluated per the Harbor Mixed -Use Transit Corridor Specific Plan Reason(s) The proposed development project has been determined to be adequately Exempt or Analysis evaluated in the previously certified EIR No. 2014-01 as per Sections 15162 and 15168 of the CEQA guidelines. • . , Strategic:Plan Alignment- ., Goal(s), Policy or Approval of this item supports the City's efforts to meet Goal #3 — Economic Policies Development, Objective #2 (create new opportunities for businessfjob growth and encourage private development through new General Plan and Zoning policies) Public' Notification & Co' ' munity!,Outreach A public notice was posted on the project site on November 29, 2018. Notification by mail was mailed to all property owners and occupants within 500 feet of the project site on November 29, 2018. posting was published in the Orange County Reporter on November Required MeasuresNewspaper 29, 2018. The Santa Anita Association representative was contacted to identify any areas of concern due to the proposed project. At the time this report was printed, no issues of concern were raised regarding the proposed development. Economic Development Benefits Based on the development of the new eight -unit tuck -under residences, the City is expected to generate approximately $96,000 in permit fees. The project will also Increase the property tax for the individual units. The properties are currently vacant and have a taxable value of approximately $688,000. Upon completion of the project, the estimated taxable value of the property Is approximately $6.9 million. Conclusion Based on the analysis provided within this report, staff recommends that the Planning Commission approve Tentative Tract Map No. 2018-04 as conditioned. 32A-7 TTM No. 2018-04 December 10, 2018 Page 6 I Ivan Orozco Assistant Planner II 10: sb SAPlanning ComMISSIOn12019Al2-10-MW 2018-04 3417 W Fifth. pc Exhibits: 1 —Resolution I 2 — Vicinity Zoning and Aerial View 3 — Site Photo 4 — Site Plan 5 — Elevations 6 — Tentative Tract Map 32A-8 LS 12.10.18 RESOLUTION NO. 2018-xx A RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF SANTA ANA APPROVING TENTATIVE TRACT MAP NO. 2018-04 AS CONDITIONED TO ALLOW AN EIGHT -UNIT SUBDIVISION FOR CONDOMINIUM PURPOSES FOR THE PROPERTY LOCATED AT 3417 WEST FIFTH STREET BE IT RESOLVED BY THE PLANNING COMMISSION OF THE CITY OF SANTA ANA AS FOLLOWS: , Section 1. The Planning Commission of the City of Santa Ana hereby!finds, determines and declares as follows: A. David Duong, representing Little Saigon, LLC ("Applicant'), is requesting approval of a tentative tract map to permit the subdivision of a proposed eight -unit two-story attached tuck -under townhome development for condominium purposes, for the vacant property located at 3417 West Fifth Street. B. Pursuant to Santa Ana Municipal Code ("SAMC") Section 34-127, the Planning Commission is authorized to review and approve tentative tract maps. C. Tentative Tract Map No. 2018-04 came before the Planning Commission of the City of Santa Ana on December 10, 2018, for a duly noticed public hearing. D. The Planning Commission of the City of Santa Ana determines that following findings, which must be established in order to approve Tentative Tract Map No. 2018-04, have been established as required by SAMC Section 34-127 and the California Subdivision Map Act: The proposed project and its design and improvements are consistent with the Urban Neighborhood (UN) designation of the General Plan and are otherwise consistent with all other Elements of the General Plan. The proposed project and its design and improvements will be consistent with the Urban Neighborhood (UN) land use designation of the General Plan and are otherwise consistent with all other elements of the General Plan and any applicable specific plans. The proposed subdivision of land will create eight (8) condominium air -right units and will be consistent with the various provisions of the General Plan. EXHIBIT 1 Resolution No. 2018-xx Page 1 of 8 32A-9 2. The proposed project conforms to all applicable requirements of the zoning and subdivision codes as well as other applicable City ordinances. The proposed project will conform to all of the requirements of the zoning ordinance. All subdivision codes will be met as well as other applicable City ordinances. The proposed project conforms to the Neighborhood Transitional Sub -Zone of the Harbor Mixed -Used Transit Corridor Specific Plan (SP2) provisions of the zoning code that pertain to lot size, parking, and landscaping; by doing so, the parcel and the construction within the parcel guarantee conformance to all Neighborhood Transitional istandards of the SP2. 3. The project site is physically suitable for the type and density of the proposed project. The project site is physically suitable for the type and density of the proposed project. The current general plan land use density would allow a range from 12 to 18 units per acre, depending on the building type. The proposed density of the project is eight (8) units, which is well -below the minimum of 12. The proposed site consists of approximately 0.45 acres of land and is physically suitable for the proposed development, where access to the site will be from Jackson Street and Fifth Street. 4. The design and improvements of the proposed project will not cause substantial environmental damage or substantially and avoidably injure fish or wildlife or their habitat. The design and improvements of the proposed project will not cause substantial environmental damage or substantially and avoidably injure fish or wildlife or their habitat. Since the project is located in an urbanized area, there are no known fish or wildlife populations existing on the project site. Therefore, the proposed subdivision will not cause any substantial environmental damage or substantially and avoidably injure fish and wildlife or their habitat. Additionally, the development of the property as proposed, has been determined to be adequately evaluated in the previously certified EIR No. 2014-01 as per Sections 15162 and 15168 of the CEQA guidelines. 5. The design or improvements of the proposed project will not cause serious public health problems. Resolution No. 2018-xx Page 2 of 8 32A-10 The design or improvements of the proposed project will not cause serious health problems, with the proposed subdivision i not having any detrimental effects upon the general public. The property will include necessary utilities and infrastructure improvements as required under Developmerit Project Review No. 2015-41. I I 6. The design or improvements of the proposed project will not conflict with easements necessary for public access through or use of, property within the proposed project. The design or improvements of the proposed project will not conflict with easements necessary for public access or use of the property within the proposed project since there are no existing and recorded easements for the property. The conceptual design of all construction for the property will not affect any future proposed expansion or development of Fifth Street. Section 2. In accordance with the California Environmental Quality Act (CEQA), the recommendation is exempt from further review pursuant to Section 15162 and 15168 (EIR No. 2014-01) of the State CEQA Guidelines. The proposed development project has been determined to be adequately evaluated and is within the scope of the previously certified EIR. The project is consistent with the City's General Plan and Harbor Mixed -Used Transit Corridor Specific Plan development standards. The project meets several General Plan goals and policies, including Land Use Element's Goal 1 (to promote a balance of land uses to address basic community needs), Goal 2 (to promote land uses which enhance the City's economic and fiscal viability), and Goal 3 (to preserve and improve the character and integrity of neighborhoods). Further, the proposed project will take place within city limits and is on a project site that is less than five acres in size and is surrounded by urban areas. The project site has no value as habitat for endangered, rare, or threatened species and is not identified in the General Plan as having such value. Approval of the project will not result in any significant effects relating to traffic, noise, air quality, or water quality. The City's Planning Division and Public Works Agency have reviewed the proposed project and have determined that the amount of traffic, noise, air quality impacts, and water quality impacts are below thresholds that would warrant further analyses. Finally, the site will be served by all required utilities and public services as it is located within a heavily -urbanized area at the northeast intersection of Fifth and Jackson Streets. Based on this analysis, a Notice of Exemption for Environmental Review No. 2018-10 will be filed for this project. Resolution No. 2018-xx Page 3 of 8 32A-11 Section 3. The Applicant agrees to indemnify, hold harmless, and defend the City of Santa Ana, its officials, officers, agents, and employees, from any and all liability, claims, actions or proceedings that may be brought arising out of its approval of this project, and any approvals associated with the project, including without limitation, any environmental review or approval, except to the extent caused by the sole negligence of the City of Santa Ana. I � Section 4. The Planning Commission of the City of Santa Ana, after conducting the public hearing, hereby approves Tentative Tract Map No. 2018-04 as conditioned in "Exhibit A", attached hereto and incorporated as though fully set forth herein. This decision is based upon the evidence submitted at the above said hearing, which includes, but is not limited to: the Request for Planning Commission Action dated December 10, 2018, and exhibits attached thereto; and the public testimony, written and oral, all, of which are incorporated herein by this reference. ADOPTED this 10th day of December 2018, by the following vote: AYES: Commissioners: NOES: Commissioners: ABSENT: Commissioners: ABSTENTIONS: Commissioners: APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney Lisa Storck Assistant City Attorney Mark McLoughlin Chairperson 32A-12 Resolution No. 2018-xa Page 4 of 8 i CERTIFICATE OF ATTESTATION AND ORIGINALITY I, SARAH BER,NAL, Recording Secretary, do hereby attest to and certify the attached Resolution No! 2018-xx to be the original resolution adopted by the Planning Commission of 'the City of Santa Ana on December 10, 2018. Date: Recording Secretary City of Santa Ana Resolution No. 2018-xx Page 5 of 8 32A-13 Conditions of Approval December 10, 2018 EXHIBIT A 1. Conditions for Approval for Tentative Tract Map No. 2018-04 Tentative Tract Map No. 2018-04 is approved subject to compliance, to the reasonable satisfaction of the Planning Manager, with applicable sections of the Santa Ana Municipal Code, the California Administrative Code, the California Building Standards Code, and all other applicable regulations. In addition, Applicant shall meet the following conditions of approval: The Applicant must comply with each and every condition listed belowrip 'or to exercising the rights conferred by this tentative tract map. i The Applicant must remain in compliance with all conditions listed below throughout the life of the development project. Failure to comply with each and every condition may result in the revocation of the tentative tract map. A. Planning Division 1. All proposed site improvements must conform to the Site Plan Review approval of DP No. 2015-41. 2. Any amendment to this Tentative Tract Map, including modifications to approved materials, finishes, architecture, site plan, landscaping, parking, and square footages, must be submitted to the Planning Division for review. At that time, staff will determine if administrative relief is available or if the site plan review must be amended. 3. Applicant must submit Covenants, Conditions and Restrictions (CC&R's) for the project to the case planner for review and approval prior to the final map being recorded. 4. The final map must be approved and recorded prior to issuance of building permits. 5. The final map and all improvements required to be made or installed by the subdivider must be in accordance with the design standards and specifications of the Santa Ana Municipal Code and the requirements of the State Subdivision Map Act. 6. Two copies of the recorded final map and CC&Rs shall be submitted each to the Planning Division, Fire Authority, Building Division, and Public Works Agency within 10 days of recordation. Resolution No. 2018-xa Page 6 of 8 32A-14 Conditions of Approval December 10, 2018 7. Property Maintenance Agreement. Subject to review and applicability by the Planning and Building Agency, the Community Development Agency, the PublicWorksAgency, andl the City Attorney to ensure that the property and all improvements located thereupon are properly maintained, Developer (and the owner of the property ;upon which the authorized use and/or authorized improvements are located if different from the Applicant) shall execute a maintenance agreement o1r incorporate the form of this condition within the Project's CC&R's 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) i 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 Developer 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. Resolution No. 2018-xx Page 7 of 8 32A-15 Conditions of Approval December 10, 2018 f. The maintenance agreement shall further provide that any party responsible for complying with its terms shall not assign its ownership interest in the property or any interest in any lease, sublease, license or sublicense, unless the prospective assignee agrees in writing to assume all of the duties and obligations and responsibilities set forth under the maintenance agreement. i 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. h. The execution and recordation of the maintenance agreement shall be a condition precedent to the final map being recorded. Resolution No. 2018-xx Page 8 of 8 32A-16 11/27/2018 TM 2018-04, Fifth Street Villas i 0 201A pinnal Man Vrodncts. All dohts reserved. http.*//apps.spatialstream.coMproduction/dashboard/8/9/0/CurrentBuil32Jtl mtI-, gJltml 1/1 TM No. 2018-04 FIFTH STREET VILLAS 3417 WEST FIFTH STREET SITE PHOTO EXHIBIT NO.3 32A-18 1p9Z . . . . . . . . . . . . . 11 L "A - - - -- ------ ----------- -------- - TM No. 2018-04 FIFTH STREET VILLAS 3417 WEST FIFTH STREET SITE PLAN EXHIBIT NO. 4 32A-19 ra-. m ma.,a n. �eayoy Mtt�`.u4 9�mNiw,q w IN THE CITY OF SANTAANA. COUNTY OF ORANGE STATE OF CALIFORNIA FOR CONDONIMUN PURR SES, RESIDENTIAL TM No. 2018-04 FIFTH STREET VILLAS 3417 WEST FIFTH STREET TENTATIVE TRACT MAP EXHIBIT NO.6 32A-21 `51i e F . �.. i I :�rD�NxmvMAP T-1 ------------ E TM No. 2018-04 FIFTH STREET VILLAS 3417 WEST FIFTH STREET TENTATIVE TRACT MAP EXHIBIT NO.6 32A-21 `51i e F . �.. i I :�rD�NxmvMAP T-1 32A-22 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JANUARY 15, 2019 TITLE: ADOPT A RESOLUTION WITH THE STATE OF CALIFORNIA, CALIFORNIA GOVERNOR'S OFFICE OF EMERGENCY SERVICES FOR URBAN AREAS SECURITY INITIATIVE FUNDING (STRATEGIC PLAN NO.1.2, 6) gp i// 7 MENEENi RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: L17Tci41WIC ❑ As Recommended ❑ As Amended ❑ Ordinance on 151 Reading ❑ Ordinance on 2n4 Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER 1. Adopt a resolution authorizing the City Manager and the Chief of Police, or his designee(s), to enter into an agreement with the State of California, California Govemol's Office of Emergency Services (Cal OES) for the Fiscal Year 2019 Urban Areas Security Initiative (UASI) funding program. 2. Direct the City Attorney to prepare and authorize the Chief of Police and the Clerk of the Council to enter into reimbursement agreements for all grant related program and project activities, to include planning, organization, equipment, training, exercise, and management and administration costs, with the County of Orange or any of the cities located in the designated Anaheim/Santa Ana Urban Area. DISCUSSION The United States Department of Homeland Security (DHS) developed the Urban Areas Security Initiative funding program (UASI), which provides funds to local emergency first responders to enhance security and overall preparedness to prevent, respond to, and recover from acts of terrorism. The grant specifically provides funding for anti -terror equipment, planning, training, exercises and technical assistance. In Fiscal Year 2006 the United States Department of Homeland Security (DHS) combined the Anaheim UASI and the Santa Ana UASI into a single Urban Area, which mirrors the County of Orange geographic footprint. The City of Santa Ana will continue to be designated as an Urban Area Core City and will share grant administrative responsibilities with the City of Anaheim. The City of Santa Ana Police Department has worked with the City of Anaheim, the County of Orange, and cities within the Anaheim/Santa Ana Urban Area to determine current capabilities and needs, and have established goals and objectives for the Anaheim/Santa Ana Urban Area. The Police Department will work in collaboration with the City of Anaheim to develop projects and implement complimentary strategies for responding to acts of terrorism. 55A-1 Homeland Security Grant Program January 15, 2019 Page 2 The City of Santa Ana will be awarded funding for the Fiscal Year 2019 UASI Grant Program in an amount to be determined by Cal OES by the third quarter of 2019. The Police Department estimates this funding to be between $4,135,000 and $4,344,000. Additional funding, in support of the Orange County Intelligence Assessment Center (OCIAC), will also be awarded in an amount to be determined by Cal OES in the fourth quarter of 2019. The OCIAC is a coordinated intelligence and information -sharing environment that focuses on terrorism -related activity occurring in Orange County. The OCIAC operates in support of the State's Threat Assessment System, to include the other four Regional Threat Assessment Centers, and in collaboration with partners from all levels of government and the private sector. This funding amount varies between approximately $300,000 and $565,000 per CaIOES' discretion and available funding for the five recognized fusion centers within the state. The City is not required to provide a financial match for this grant. STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #1 Community Safety, Objectives #2; Broaden communications, information sharing and community awareness of public safety activities, and Objective #6; Enhance public safety integration, communications, and community outreach. FISCAL IMPACT An Appropriation Adjustment will be submitted for Council consideration following the notice of award for the Fiscal Year 2019 Urban Areas Security Initiative from Cal OES. Funds will be recognized in the Homeland Security Federal Grants — Indirect revenue account (no. 12514002- 52001) and appropriated to the Homeland Security expenditure accounts (nos. 12514407 - various). ntin Chief of Police Santa Ana Police Department Exhibit: 1. Resolution 55A-2 APPROVED AS TO FUNDS AND ACCOUNTS: Kathryn Downs, CPA vxCssj!*,� Executive Director Finance and Management Services Agency RESOLUTION NO. 2019 -XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AUTHORIZING THE CITY MANAGER AND THE CHIEF OF POLICE OR THEIR DESIGNEE(S) TO ENTER INTO AW AGREEMENT WITH THE STATE OF CALIFORNIA GOVERNOR'S OFFICE OF EMERGENCY SERVICES FOR THE FY2019 URBAN AREA SECURITY INITIATIVE FUNDING PROGRAM BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The City Council of the City of Santa Ana hereby finds, determines and declares as follows: A. The United States Department of Homeland Security has developed the Urban Areas Security Initiative funding program (UASI). UASI provides funds to local emergency first responders to purchase equipment, planning, training, exercises and technical assistance to enhance security and preparedness to prevent, respond to, and recover from acts of terrorism. B. In FY 2006, the United States Department of Homeland Security combined the Anaheim and Santa Ana Urban Areas into a single Urban Area, and provided for shared administrative responsibilities between Santa Ana and Anaheim. In FY 2019, the City of Santa Ana will be the lead administrative agency for UASI funding. C. The City of Santa Ana has been awarded funding from the California Govemor's Office of Emergency Services (CAL OES) for the FY 2019 UASI in an amount to be determined by OES by the third quarter of 2019. D. The City of Santa Ana has been notified that additional funds will be awarded from CAL OES for the FY 2019 UASI in an amount to be determined by CAL OES in the fourth quarter of 2019. Section 2. The City Council of the City of Santa Ana hereby authorizes the City Manager and/or the Police Chief or their designee(s) to apply for the FY 2019 UASI grant through CAL OES and upon receiving such award, enter into an agreement with CAL OES for the FY 2019 Urban Areas Security Initiative funding program in an amount to be determined by CAL OES by the third quarter of 2019. The authorization provided herein shall also pertain to any and all grant monies awarded under this grant. Resolution No. 2019 -XXX 55A-3 Page 1 of 2 Section 3. The City Council of the City of Santa Ana hereby authorizes and directs the City Attorney's Office to prepare and authorizes the City Manager to enter into reimbursement agreements for all grant related program and project activities including planning, organization, equipment, training, exercise and management and administration costs with the County of Orange and any of the cities located in the designated Anaheim/Santa Ana Urban Area for use of the FY 2019 UASI grant funds. Section 4. This Resolution shall take effect immediately upon its adoption by the City Council and the Clerk of the Council shall attest to and certify the vote adopting this Resolution. ADOPTED this_ day of January, 2019. Miguel A. Pulido Mayor APPROVED AS TO FORM: Sonia . Carvalho, ity Attorney By: Ta ara Bogosian Assistant City Attorney AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers CERTIFICATE OF ATTESTATION AND ORIGINALITY I, MARIA D. HUIZAR, Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2019 -XXX to be the original resolution adopted by the City Council of the City of Santa Ana on Date: Clerk of the Council City of Santa Ana Resolution No. 2019 -XXX Page 2 of 2 55A-4 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JANUARY 15, 2019 TITLE: APPROVE AN APPROPRIATION ADJUSTMENT RELATED TO MEASURE X ADOPT RESOLUTIONS TO AUTHORIZE EXECUTION OF AGREEMENTS WITH THE CALIFORNIA DEPARTMENT OF TAX AND FEE ADMINISTRATION FOR IMPLEMENTATION OF LOCAL VOTER APPROVED TRANSACTIONS AND USE TAX AND AUTHORIZE SECOND AMENDMENT TO AGREEMENT WITH MUNISERVICES, LLC FOR TRANSACTIONS AND USE TAX REPORTING, ANALYSIS AND RECOVERY SERVICES (STRATEGIC PLAN NO. 4,3A) Y MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s' Reading ❑ Ordinance on 2n1 Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Approve an Appropriation Adjustment recognizing Sales Tax revenue related to the passage of Measure X (Transactions and Use Tax) for fiscal year 2018-19 in the amount of $15,000,000.00 and appropriating the same amount to General Non -Departmental expenditure account(s) 2. Adopt a Resolution of the City Council of the City of Santa Ana authorizing the City Manager to execute agreements with the California Department of Tax and Fee Administration ("CDTFA") for implementation of a local Transactions and Use Tax (Exhibit 1). 3. Authorize the City Manager and Clerk of the Council to execute an Agreement for Preparation to Administer and Operate District's Transactions and Use Tax Ordinance (Local Charge Agreement with the CDTFA), in an amount not to exceed $175,000, commencing February 1, 2019, subject to non -substantive changes approved by the City Manager and City Attorney (Exhibit 2). 4. Authorize the City Manager and Clerk of the Council to execute an Agreement for State Administration of District Transactions and Use Taxes with the CDTFA to perform functions incidental to the administration and collection of local transactions and use taxes, subject to non -substantive changes approved by the City Manager and City Attorney. The agreement to commence April 1, 2019, and continue until December 31, 2039 (for six months following the expiration date of the City Ordinance, March 31, 2039), and thereafter to renew automatically from year-to-year until CDTFA completes all work necessary to the administration of the City 55B-1 Resolutions Authorizing Execution of Certain Documents Required by CDTFA for Implementation of Voter Approved Transactions and Use Tax and Approval of Second Amendment to MuniServices Agreement January 15, 2019 Page 2 Ordinance and has received and disbursed to the City all payments due under that Ordinance (Exhibit 3). 5. Adopt a Resolution of the City Council of the City of Santa Ana authorizing examination of CDTFA transactions (sales) and use tax records by City employees (designed by position title), and by the City's contracted tax reporting, analysis and recovery services consultant, effective April 1, 2019 (Exhibit 4). 6. Authorize the City Manager and Clerk of the Council to execute a Second Amendment to Agreement with MuniServices, LLC to expressly include Transactions and Use Tax reporting, analysis and recovery services beginning April 1, 2019, and to extend the contract period one and one-half years (1 '/2 ) effective January 1, 2021 through June 30, 2022 (Exhibit 5). On November 6, 2018, City of Santa Ana voters approved Measure X: "Santa Ana Neighborhood Safety, Homeless Prevention and Essential City Services Enhancement Measure" adding a one and one half (1.5) cents increase in the City's local sales tax by the adoption of an add-on sales tax also referred to as a transactions and use tax. The purpose of this measure is aimed to maintain effective 9-1-1 response; retain firefighters and police officers; address homelessness; fix streets; maintain parks, youth and senior services, and other unrestricted general revenue purposes. The effective combined sales tax to be increased one and one half (1.5) cents until 2029 providing approximately $60 million dollars annually, then reduced to one (1) cent providing approximately $40 million dollars annually, until 2039, with requirements for annual audits and citizens oversight committee. On December 11, 2018, the City Council certified the November 6, 2018 election results including the passage of Measure X (City Ordinance NS -2952). To effectuate the intent of the Santa Ana voters' approval of Measure X, the City is required pursuant to state law to enter into contracts with the California Department of Tax and Fee Administration (CDTFA) for implementation of its local Transactions and Use Tax (Sales Tax). Included among these resolutions and attendant agreements are: (1) Resolution authorizing City Manager to execute agreements with the CDTFA for implementation of a local Sales Tax (Exhibit 1). a. Execution of the resolution will allow the City Manager to execute agreements with CDTFA to begin implementation of the revised Sales Tax rate of 9.25% beginning on April 1, 2019. (2) Agreement for Preparation to Administer and Operate District's Transactions and Use Tax Ordinance — CDTFA (Exhibit 2). a. This Agreement authorizes CDTFA to take all preparatory administrative and operational steps necessary to assume administration of the City's new transactions and use taxes, beginning April 1, 2019. (3) Agreement for State Administration of District Transactions and Use Taxes with the CDTFA to perform functions incidental to the administration and collection of local transactions and use taxes (Exhibit3). 55B-2 Resolutions Authorizing Execution of Certain Documents Required by CDTFA for Implementation of Voter Approved Transactions and Use Tax and Approval of Second Amendment to MuniServices Agreement January 15, 2019 Page 3 a. Allows CDTFA to collect and remit the Sales Tax to the City effective April 1, 2019. (4) Resolution authorizing the examination of transactions (sales) and use tax records by City employees (designed by position title) and by the City's contracted tax reporting, analysis and recovery services consultant (Exhibit 4). a. This resolution authorizes access by designated City employees to confidential sales and use tax information and/or transactions and use tax information for review of accuracy of local tax allocation to the City and for other "specific governmental functions"; i.e., (a) revenue tracking and economic development, (b) forecasting and budget related functions, and (c) comparative audit of local jurisdiction taxes.) Designations are made by position title and may be altered by formal written request by the Executive Director of Finance and Management Services Agency. Likewise, in concert with an expansion of additional "specific governmental functions", additional employee positions may be formally requested. This resolution also authorizes access by the City's contracted tax reporting, analysis and recovery services consultant.) The City currently contracts with MuniServices, LLC ("MuniServices") for sales and use tax recovery, reporting, and analysis. As part of these services MuniServices provides both a web - based software application (STARS) to help track and analyze sales and use taxes as well as a web -based geographic revenue information application (GRIA) to aggregate for analysis a variety of general fund revenues along with reported sales and use tax data, geographically. Appropriation Adjustment To maintain the efficacy of these services as they relate to the City's new Sales Tax authorized by Measure X, a Second Amendment to MuniServices' contract is required to fully authorize those services in connection with the new tax (Exhibit 5). Also, as the collection of November 6, 2018 voter approved transactions and use taxes cannot commence under state law sooner than April 1, 2019, the City will be in receipt of the increase Sales Tax revenues as follows: Sales Tax Reporting Period Receipted by the Citv • April 2019 Advance June 2019 • May 2019 Advance July 2019 • June 2019 True -Up August 2019 The City's Sales Tax Consultant, MuniServices has provided a preliminary estimate of Sales Tax to be received for the period April 1, 2019 through June 30, 2019 (FY 2018-19, 4w Quarter) estimated to be $15,000,000. The amount is based on various factors and is solely a "best guess estimate" at this time. Staff will be monitoring the revenue source and will provide the Council an update if any revisions are necessary. Local jurisdictions failing to submit all requested resolutions and agreements to the CDTFA by February 1, 2019, risk delay in the implementation of their newly enacted transactions and use taxes which could result in CDFTA not imposing transaction and use taxes otherwise collectible beginning April 1, 2019. Thus, delaying Cities would forfeit those expected quarterly revenues resulting in no transactions and use tax monies accruable for the current fiscal year (FY 2018-19). 55B-3 Resolutions Authorizing Execution of Certain Documents Required by CDTFA for Implementation of Voter Approved Transactions and Use Tax and Approval of Second Amendment to MuniServices Agreement January 15, 2019 Page 4 In addition, it is desirable that the term of MuniServices' agreement be extended to bring it into better alignment with the full reporting and allocation cycle of the new transactions and use taxes. Furthermore, to assure a timely implementation of the City's Sales Tax by the earliest possible quarterly period permitted by law, April 1, 2019, CDTFA requires the City to execute and deliver to CDTFA all requested resolutions and agreements, including any agreement between the City and its contracted agent, on or before February 1, 2019. STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal No. 4 City Financial Stability, Objective No. 3 (Achieve a structurally balanced budget with appropriate reserve levels). FISCAL IMPACT Sales Tax — Appropriation Adjustment and CDTFA Preparatory Agreement are as follows: Revenue Account Sales Tax — Measure X (01102002-50022) Amount $15,000,000 Expenditure Gen. Non -Departmental Reserve for Appropriation (01105015-69000) $14,825,000 Gen. Non -Departmental Contract Services (01105015-62300) $ 175,000 Resolutions No fiscal impact is associated with approval of items connected with State required resolutions or with the Agreement for State Administration of District Transactions and Use Taxes resulting from the passage of Measure X. (The City will be in receipt of its Sales Tax, net of administrative fees assessed by the CDTFA). MuniServices Agreement Fees will not be increased forthe additional services that MuniServices renders under an approved Second Amendment to Agreement. However, fees resulting from City's (1%) year extension of said Agreement will be budgeted and available in the Management and Support Services account (01110100-62300) as follows: MuniServices, LLC - Additional Term Fiscal Year Amount 2020-21 $ 12,500 2021-22 $ 6,500 APPROVED AS TO FUNDS AND ACCOUNTS: IKI�ca� &pww�o Kathryn Downs, CPA Executive Director Sm Finance and Management Services Agency 55B-4 Resolutions Authorizing Execution of Certain Documents Required by CDTFA for Implementation of Voter Approved Transactions and Use Tax and Approval of Second Amendment to MuniServices Agreement January 15, 2019 Page 5 Exhibits: 1. Resolution for State Administration of District Transactions and Use Taxes rM 2. Agreement for Preparation to Administer and Operate District's Transactions and Use Tax Ordinance Local Charge Agreement with the CDTFA 3. Agreement for State Administration of District Transactions and Use Taxes with the California Department of Tax and Fee Administration (CDTFA) 4. Resolution authorizing the examination of transactions (sales) and use tax records 5. Second Amendment to Agreement (MuniServices, LLC) 55B-5 55B-6 EXHIBIT 1 RESOLUTION NO.2019-xx A RESOLUTION OF THE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AUTHORIZING THE CITY MANAGER TO EXECUTE AGREEMENTS WITH THE CALIFORNIA DEPARTMENT OF TAX AND FEE ADMINISTRATION FOR IMPLEMENTATION OF A LOCAL TRANSACTIONS AND USE TAX 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, on December 11, 2018 the City Council approved Ordinance No. NS - 2952 amending the City Municipal Code and providing for a local transactions and use tax; and WHEREAS, the California Department of Tax and Fee Administration (Department) administers and collects the transactions and use taxes for all applicable jurisdictions within the state; and WHEREAS, the Department will be responsible to administer and collect the transactions and use tax for the City; and WHEREAS, the Department requires that the City enter into a "Preparatory Agreement" and an "Administration Agreement' prior to implementation of said taxes, and WHEREAS, the Department requires that the City Council authorize both agreements. NOW, THEREFORE, it is hereby ORDERED, RESOLVED and DETERMINED, as follows: Section 2. The "Preparatory Agreement" attached hereto as Exhibit A and the "Administrative Agreement" attached hereto as Exhibit B are both hereby approved and the City Council hereby authorizes the City Manager, or his designee to execute each agreement. 55B-7 Section 3. This Resolution shall take effect immediately upon its adoption by the City Council, land the Clerk of the Council shall attest to and certify the vote adopting this Resolution. ADOPTED this day of APPROVED AS TO FORM: Sonia R. Carvalho City Attorney By:y" r . - Lisa E. Storck Assistant City Attorney AYES: Councilmembers: NOES: Councilmembers: ABSTAIN: Councilmembers: NOT PRESENT: Councilmembers: 2019. Miguel A. Pulido Mayor CERTIFICATION OF ATTESTATION AND ORIGINALITY I, MARIA D. HUIZAR, Clerk of Council, do hereby attest to and certify the attached Resolution No. 2019- to be the original resolution adopted by the City Council of the City of Santa Ana on 2019. Date: Clerk of Council City of Santa Ana 55B-8 EXHIBIT 2 AGREEMENT FOR PREPARATION TO ADMINISTER AND OPERATE CITY'S TRANSACTIONS AND USE TAX ORDINANCE In order to prepare to administer a transactions and use tax ordinance adopted in accordance with the provision of Part 1.6 (commencing with Section 7251) of Division 2 of the Revenue and Taxation Code, the City of Santa Ana, hereinafter called City,' and the CALIFORNIA DEPARTMENT OF TAX AND FEE ADMINISTRATION, hereinafter called Department, do agree as follows: 1. The Department agrees to enter into work to prepare to administer and operate a transactions and use tax in conformity with Part 1.6 of Division 2 of the Revenue and Taxation Code which has been approved by a majority of the electors of the City and whose ordinance has been adopted by the City. 2. City agrees to pay to the Department at the rimes and in the amounts hereinafter specified all of the Department's costs for preparatory work necessary to administer the City's transactions and use tax ordinance. The Department's costs for preparatory work include costs of developing procedures, programming for data processing, developing and adopting appropriate regulations, designing and printing forms, developing instructions for the Department's staff and for taxpayers, and other appropriate and necessary preparatory costs to administer a transactions and use tax ordinance. These costs shall include both direct and indirect costs as specified in Section 11256 of the Government Code. 3. Preparatory costs may be accounted for in a manner which conforms to the internal accounting and personnel records currently maintained by the Department. The billings for costs may be presented in summary form. Detailed records of preparatory costs will be retained for audit and verification by the City. 4. Any dispute as to the amount of preparatory costs incurred by the Department shall be referred to the State Director of Finance for resolution, and the Director's decision shall be final. 5. Preparatory costs incurred by the Department shall be billed by the Department periodically, with the final billing within a reasonable time after the operative date of the ordinance. City shall pay to the Department the amount of such costs on or before the last day of the next succeeding month following the month when the billing is received. 6. The amount to be paid by City for the Department's preparatory costs shall not exceed one hundred seventy-five thousand dollars ($1.75,000) (Revenue and Taxation Code Section 7272.) I 55B-9 7. Communications and notices may be sent by first class United States mail. Communications and notices to be sent to the Department shall be addressed to: California Department of Tax and Fee Administration P.O. Box 942879 MIC: 27 Sacramento, California 94279-0027 Attention: Supervisor Local Revenue Branch Communications and notices to be sent to City shall be addressed to: Treasury & Customer Services Manager City of Santa Ana M-15 P.O. Box 1964 Santa Ana, CA 92702-1964 8. The date of this agreement is the date on which it is approved by the Department of General Services. This agreement shall continue in effect until the preparatory work necessary to administer City's transactions and use tax ordinance has been completed and the Department has received all payments due from City under the terms of this agreement. CITY OF SANTA ANA M (Signature) Raul Godeniz H (Typed Name) City Manager (Title) (Rev. 11/17) CALIFORNIA STATE DEPARTMENT OF TAX AND FEE ADMINISTRATION IM 2 55B-10 Administrator EXHIBIT 3 AGREEMENT FOR STATE ADMINISTRATION OF CITY TRANSACTIONS AND USE TAXES The City Council of the City of Santa Ana has adopted, and the voters of the City of Santa Ana (hereafter called "City" or "District") have approved by the required majority vote, the City of Santa I Ana Transactions and Use Tax Ordinance (hereafter called "Ordinance"), a copy of which is attache hereto. To carry out the provisions of Part 1.6 of Division 2 of the Revenue and Taxation Code and the Ordinance, the Califomia State Department of Tax and Fee Administration, (hereinafter called the "Department") and the City do agree as follows: ARTICLE I DEFINITIONS Unless the context requires otherwise, wherever the following terms appear in the Agreement, they shall be interpreted to mean the following: 1. "District taxes" shall mean the transactions and use taxes, penalties, and interest imposed under an ordinance specifically authorized by Revenue and Taxation code Section 7270, and in compliance with Part 1.6, Division 2 of the Revenue and Taxation Code. 2. "City Ordinance" shall mean the City's Transactions and Use Tax Ordinance referred to above and attached hereto, Ordinance No. NS -2952, as amended from time to time, or as deemed to be amended from time to time pursuant to Revenue and Taxation Code Section 7262.2. ARTICLE II ADMINISTRATION AND COLLECTION OF CITY TAXES A. Administration. The Department and City agree that the Department shall perform exclusively all functions incident to the administration and operation of the City Ordinance. 55B-11 B. Other Applicable Laws. City agrees that all provisions of law applicable to the administration and operation of the Department Sales and Use Tax Law which are not inconsistent with Part 1.6 of Division 2 of the Revenue and Taxation Code shall be applicable to the administration and operation of the City Ordinance. City agrees that money collected pursuant to the City Ordinance may be deposited into the State Treasury to the credit of the Retail Sales Tax Fund and may be drawn from that Fund for any authorized purpose, including making refunds, compensating and reimbursing the Department pursuant to Article IV of this Agreement, and transmitting to City the amount to which City is entitled. C. Transmittal of Money. For the period during which the tax is in effect, and except as otherwise provided herein, all district taxes collected under the provisions of the City Ordinance shall be transmitted to City periodically as promptly as feasible, but not less often than twice in each calendar quarter. 2. For periods subsequent to the expiration date of the tax whether by City's self-imposed limits or by final judgment of any court of the State of California holding that City's ordinance is invalid or void, all district taxes collected under the provisions of the City Ordinance shall be transmitted to City not less than once in each calendar quarter. 3. Transmittals may be made by mail or electronic funds transfer to an account of the City designated and authorized by the City. A statement shall be fumished at least quarterly indicating the amounts withheld pursuant to Article IV of this Agreement. D. Rules. The Department shall prescribe and adopt such rules and regulations as in its judgment are necessary or desirable for the administration and operation of the City Ordinance and the distribution of the district taxes collected thereunder. E. Preference. Unless the payor instructs otherwise, and except as otherwise provided in this Agreement, the Department shall give no preference in applying money received for state sales and use taxes, state -administered local sales and use taxes, and district transactions and use taxes owed by a taxpayer, but shall apply moneys collected to the satisfaction of the claims of the State, cities, counties, cities and counties, redevelopment agencies, other districts, and City as their interests appear. (Rev. 10/17) 2 55B-12 F. Security. The Department agrees that any security which it hereafter requires to be fiunished by taxpayers under the State Sales and Use Tax Law will be upon such terms that it also will be available for the payment of the claims of City for district taxes owing to it as its interest appears The Department shall not be required to change the terms of any security now held by it, and City shall not participate in any security now held by the Department. i G. Records of the Department. When requested by resolution of the legislative body of the City under section 7056 of the Revenue and Taxation Code, the Department agrees to permit authorized personnel of the City to examine the records of the Department, including the name, address, and account number of each seller holding a seller's permit with a registered business location in the City, pertaining to the ascertainment of transactions and use taxes collected for the City. Information obtained by the City from examination of the Department's records shall be used by the City only for purposes related to the collection of transactions and use taxes by the Department pursuant to this Agreement. H. Annexation. City agrees that the Department shall not be required to give effect to an annexation, for the purpose of collecting, allocating, and distributing District transactions and use taxes, earlier than the first day of the calendar quarter which commences not less than two months after notice to the Department. The notice shall include the name of the county or counties annexed to the extended City boundary. In the event the City shall annex an area, the boundaries of which are not coterminous with a county or counties, the notice shall include a description of the area annexed and two maps of the City showing the area annexed and the location address of the property nearest to the extended City boundary on each side of every street or road crossing the boundary. ARTICLE IH ALLOCATION OF TAX A. Allocation. In the administration of the Department's contracts with all districts that impose transactions and use taxes imposed under ordinances, which comply with Part 1.6 of Division 2 of the Revenue and Taxation Code: 1. Any payment not identified as being in payment of liability owing to a designated district or districts may be apportioned among the districts as their interest appear, or, in the discretion (Rev. 10/17) 3 55B-13 of the Department, to all districts with which the Department has contracted using ratios reflected by the distribution of district taxes collected from all taxpayers. 2. All district taxes collected as a result of determinations or billings made by the Department, and all amounts refunded or credited may be distributed or charged to the respective districts in the same ratio as the taxpayer's self -declared district taxes for the period for which the determination, billing, refund or credit applies. B. Vehicles, Vessels, and Aircraft. For the purpose of allocating use tax with respect to vehicles, vessels, or aircraft, the address of the registered owner appearing on the application for registration or on the certificate of ownership may be used by the Department in determining the place of use. ARTICLE IV COMPENSATION The City agrees to pay to the Department as the State's cost of administering the City Ordinance such amount as is provided for by law. Such amounts shall be deducted from the taxes collected by the Department for the City. ARTICLE V MISCELLANEOUS PROVISIONS A. Communications. Communications and notices may be sent by first class United States mail to the addresses listed below, or to such other addresses as the parties may from time to time designate. A notification is complete when deposited in the mail. (Rev. 10/17) 4 55B-14 Communications and notices to be sent to the Department shall be addressed to: California State Department of Tax and Fee Administration P.O. Box 942879 Sacramento, California 94279-0027 Attention: Administrator Local Revenue Branch Communications and notices to be sent to the City shall be addressed to: Treasury & Customer Services Manager City of Santa Ana M-15 P.O. Box 1964 Santa Ana, CA 92702-1964 Unless otherwise directed, transmittals of payment of District transactions and use taxes will be sent to the address above. B. Term. The date of this Agreement is the. date on which it is approved by the Department of General Services. The Agreement shall take effect on April 1, 2019. This Agreement shall continue until December 31 next following the expiration date of the City Ordinance, and shall thereafter be renewed automatically from year to year until the Department completes all work necessary to the administration of the City Ordinance and has received and disbursed all payments due under that Ordinance. C. Notice of Repeal of Ordinance. City shall give the Department written notice of the repeal of the City Ordinance not less than 110 days prior to the operative date of the repeal. (Rev. 10/17) 5 55B-15 ARTICLE VI ADMINISTRATION OF TAXES IF THE ORDINANCE IS CHALLENGED AS BEING INVALID A. Impoundment of funds. I 1. When a legal action is begun challenging the validity of the imposition of the tax, the City shall deposit in an interest-bearing escrow account, any proceeds transmitted to it under Article II. C., until a court of competent jurisdiction renders a final and non -appealable judgment that the tax is valid. 2. If the tax is determined to be unconstitutional or otherwise invalid, the City shall transmit to the Department the moneys retained in escrow, including any accumulated interest, within ten days of the judgment of the trial court in the litigation awarding costs and fees becoming final and non -appealable. B. Costs of administration. Should a final judgment be entered in any court of the State of California, holding that City's Ordinance is invalid or void, and requiring a rebate or refund to taxpayers of any taxes collected under the terms of this Agreement, the parties mutually agree that: 1. Department may retain all payments made by City to Department to prepare to administer the City Ordinance. 2. City will pay to Department and allow Department to retain Department's cost of administering the City Ordinance in the amounts set forth in Article IV of this Agreement. 3. City will pay to Department or to the State of California the amount of any taxes plus interest and penalties, if any, that Department or the State of California may be required to rebate or refund to taxpayers. 4. City will pay to Department its costs for rebating or refunding such taxes, interest, or penalties. Department's costs shall include its additional cost for developing procedures for processing the rebates or refunds, its costs of actually making these refunds, designing and printing forms, and (Rev. 10/17) 6 55B-16 developing instructions for Department's staff for use in making these rebates or refunds and any other costs incurred by Department which are reasonably appropriate or necessary to make those rebates or refunds. These costs shall include Department's direct and indirect costs as specified by Section 11256 of the Government Code. 5. Costs may be accounted for in a manner, which conforms to the internal accounting, and personnel records currently maintained by the Department. The billings for such costs may be presented in summary form. Detailed records will be retained for audit and verification by City. 6. Any dispute as to the amount of costs incurred by Department in refunding taxes shall be referred to the State Director of Finance for resolution and the Director's decision shall be final. 7. Costs incurred by Department in connection with such refunds shall be billed by Department on or before the 25th day of the second month following the month in which the judgment of a court of the State of California holding City's Ordinance invalid or void becomes final. Thereafter Department shall bill City on or before the 25th of each month for all costs incurred by Department for the preceding calendar month. City shall pay to Department the amount of such costs on or before the last day of the succeeding month and shall pay to Department the total amount of taxes, interest, and penalties refunded or paid to taxpayers,: together with Department costs incurred in making those refunds. CITY OF SANTA ANA (Signature) Raul Godeniz U (Typed Name) City Manager (Title) CALIFORNIA STATE DEPARTMENT OF TAX AND FEE ADMINISTRATION (Rev. 10/17) 7 55B-17 Administrator 55B-18 EXHIBIT 4 LS 1.15.19 RESOLUTION NO.2019-xx A RESOLUTION OF THE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AUTHORIZING THE EXAMINATION OF SALES 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 -2952, the City of Santa Ana 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 the Transactions and Use Tax Ordinances and the local sales and use taxes; and WHEREAS, City of Santa Ana deems it necessary for authorized representatives of MuniServices, LLC to examine confidential sales and transactions and use tax records of the CDTFA, pertaining to sales and transactions and use taxes collected by the CDTFA for City of Santa Ana; and WHEREAS, Section 7056 of the California Revenue and Taxation Code sets forth certain requirements and conditions for the disclosure of CDTFA records and establishes criminal penalties for the unlawful disclosure of information contained in, or derived from sales or transactions and use tax records of the CDTFA; and WHEREAS, Section 7056 of the California Revenue and Taxation Code requires that any person designated by City of Santa Ana shall have an existing contract to examine City of Santa Ana's sales and transactions and use tax records. 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, Treasury and Customer Services Manager, Budget Supervisor, Revenue Supervisor or other officer or employee of the District designated in writing by the Executive Director of Finance and Management Services to the CDTFA is hereby appointed to represent the District with authority to examine transactions and use tax records of the California Department of Tax and Fee Administration (CDTFA) pertaining to transactions and use taxes collected for the District by the CDTFA, pursuant to the contract between the District and the CDTFA. The information obtained by examination of CDTFA records shall be used only for purposes related to the collection of the District's transactions and use taxes by the CDTFA pursuant to the contract, including for purposes of detection of misallocations and deficiencies. The officers and employees of the District listed above or other officers or employees of the District subsequently designated in writing by the Executive Director of Finance and Management Services pursuant to Section 3 below are authorized to receive 55B-19 confidential CDTFA information from the District's contracted consultant designated in Section 4 below. Section 3. The Assistant Director of Finance, Treasury and Customer Services Manager, Budget Supervisor, Revenue Supervisor or other officer or employee of the District designated in writing by the Executive Director of Finance and Management Services to the CDTFA is hereby appointed to represent the District with authority to examine those sales and transactions and use tax records of the CDTFA for purposes related to the following governmental functions of the District: a) revenue tracking and economic development b) forecasting and budget related functions C) comparative audit of local Jurisdiction taxes The information obtained by examination of CDTFA records shall be used only for those governmental functions of the District listed above. Section 4. MuniServices, LLC is hereby designated and authorized to examine all of the sales and transactions and use tax records of the CDTFA pertaining to all sales and use taxes collected for the District and all transactions and use taxes collected for the District under the following Transactions and Use Tax Ordinance and any future Transactions and Use Tax Ordinances that may be enacted in the District. Transactions and Use Tax Ordinance NS -2952: Adopted by City of Santa Ana Voters November 6, 2018, Certified by City of Santa Ana City Council December 11, 2018, Effective December 21, 2018 The person or entity designated by this section meets all of the.following conditions: a) has an existing contract with the District to examine those transactions and use tax records; b) is required by that contract to disclose information contained in, or derived from those sales and transactions and use tax records only to the officer or employee authorized under Section 2 or Section 3 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 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 the City of Santa Ana's sales and transactions and use taxes by the CDTFA pursuant to the contracts between the City and the California Department of Tax and Fee Administration as set forth in Section 2 above and for purposes relating to the governmental functions of the City of Santa Ana listed in Section 3 of this resolution. -2- 55B-20 Section 6. This resolution supersedes all prior sales and transactions and use tax resolutions 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 Clerk of the Council shall attest to and certify the vote adopting this Resolution. ADOPTED this day of APPROVED AS TO FORM: Sonia R. Carvalho City Attorney Lisa Storck Assistant City Attorney AYES: NOES: ABSTAIN: NOT PRESENT: Councilmembers: Councilmembers: Councilmembers: Councilmembers: 2019. Miguel A. Pu►ido Mayor CERTIFICATION OF ATTESTATION AND ORIGINALITY I, MARIA D. HUIZAR, Clerk of Council, do hereby attest to and certify the attached Resolution No. 2019- to be the original resolution adopted by the City Council of the City of Santa Ana on 2019. Date: Clerk of Council City of Santa Ana -3- 55B-21 55B-22 EXHIBIT 5 SECOND AMENDMENT TO CONSULTANT SERVICES AGREEMENT THIS SECOND AMENDMENT TO CONSULTANT SERVICES AGREEMENT, made and entered into this 15"' day of January, 2019, by and between the City of Santa Ana, a charter city and municipal corporation duly organized and existing under the Constitution and laws of the State of California ("CITY"), and MuniServices, LLC, a Delaware limited liability company ("CONSULTANT"), or, collectively "the Parties". RECITALS A. On October 4, 2016, the CITY and CONSULTANT pursuant to a Request for Proposals process entered Into that certain agreement entitled "Consultant Services Agreement" (Agreement #A-2016-290) hereinafter referred to as "said Agreement', for Sales and Use Tax Recovery, Reporting, Analysis, and Legislative/State Agency Liaison and Implementation Monitoring Services. B., On June 19, 2018, the CITY and CONSULTANT agreed to a First Amendment to said Agreement (#A-2018-161) to add provisions relating to Change Orders, and to identify additional consulting services to include, but not be limited to: potential transaction and use taxes, potential business license taxes and/or potential medical marijuana and/or cannabis taxes or operating agreement fees (as applicable), and to set forth the renewal Term of said Agreement for a period of two and one-half (2 ''Y2) years, effective July 1, 2018 through December 31, 2020. C. The Parties hereto now desire to amend said Agreement to increase the Scope of Services to expressly include Transactions and Use Tax Recovery, Reporting, and Analysis. D. The Parties hereto now also desire to amend said Agreement to conform Compensation to the expanded Scope of Services. E. In addition, the Parties hereto now desire to extend the Term of said Agreement for an additional period of one and one-half (1 '/) years, effective January 1, 2021 through June 30, 2022. WHEREFORE, in consideration of the mutual and respective covenants and promises hereinafter contained and made, and subject to all of the terms and conditions of said Agreement as hereby amended, the Parties hereto do hereby agree as follows: 1. Section 1. — Scope of Services is amended to read as follows: a. CONSULTANT, or CONSULTANT'S subcontractor(s), will provide CITY with the consulting services described in EXHIBIT A and C which are attached hereto and incorporated by reference. CONSULTANT, or CONSULTANT'S subcontractor(s), shall provide said services at the time, place, and in the manner specified in EXHIBITS A and C. b. CONSULTANT, or CONSULTANT'S subcontractor(s), shall furnish at its own expense all labor, materials, equipment and other items necessary to carry out the terms of this Agreement. 55B-23 2. Section 2. — Compensation is amended to read as follows: Upon execution of this Second Amendment, CITY will pay CONSULTANT as outlined in EXHIBITS B and D, incorporated and included herein. In addition, a contract contingency amount shall continue be available over the two and one-half (2 'Y:) year Term of the First Amendment to this Agreement to cover payment of additional consultant services as set forth therein under Section 1. — Scope of Services of said First Amendment to Agreement. Contingency monies will be available as follows: a contingency of $60,000 shall be available for the first year of the First Amendment to Agreement's two and one half (2 Ys) year term (FY 2018-19) with a further contingency of $25,000 available for the second year (FY 2019-20), and a final contingency of $15,000 available for the final six months of such term (July 1, 2020 to December 31, 2020). b. Fees paid for recovered sales tax and/or other associated recovered revenues shall not exceed fifteen percent (15%) of the amount recovered. Such fees are not chargeable against contingency monies but are revenues directly payable from recovered sales tax. Payments made to CONSULTANT for recovered revenues will be recognized when the fees related to CONSULTANT'S auditing and reporting activities are incurred. c. CITY will pay CONSULTANT as outlined in any Change Orders) mutually agreed to by and between the Parties pursuant to Section 3, subsection 3-22., of said First Amendment to Agreement. Payments related to Change Orders affecting fees paid for recovered sales & use taxes and transactions & use taxes and/or other associated revenues shall be directly payable from recovered sales & use tax and transactions & use tax or other associated recovered revenues. Stated fees for Sales & Use and Transactions & Use Tax - Analysis & Reporting Service (STARS) which includes the Geographic Revenue Information Application system (GRIA) together with CPI adjustments to said stated fees as set forth in Exhibit D shall be directly payable from recovered sales & use tax and transactions & use tax monies. d. Payment by CITY shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures and proof of insurance as set forth in section 3- 9. 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. Section 3. - General Provisions., subsection 3-1., Term of the Agreement is amended to read as follows: 3-1. - Term of the Agreement: The renewal term for the provision of consultant services under said Agreement shall be for a period beginning effective July 1, 2018 through June 30, 2022, if neither party has terminated said Agreement in accordance with section 3- 2. 4. The effective date for the application of amendments to said Agreement relating to "Scope of Services", "Compensation", and "Term" shall be December 21, 2018. 55B-24 5. Where applicable, in accordance with state law, relevant references to the State Board of Equalization (BOE) within said Agreement including all exhibits attached thereto and ,incorporated by reference shall now refer to the California Department of Tax and Fee Administration (CDTFA). 6. Except as hereinabove modified, the terms and conditions of said Agreement remain unchanged and in full effect. N lii {Signatures on following page) 3 55B-25 IN WITNESS WHEREOF, the Parties hereto have executed 'this Second Amendment to Agreement the date and year first above written. ATTEST: Maria D. Huizar Clerk of the Council APPROVED AS TO FORM: CITY ATTORNEY Sonia R. Carvalho 4�1 ` �-- Lisa E. Storck Assistant City Attorney RECOMMENDED FOR APPROVAL: Kathryn Downs, Executive Director Finance and Management Services Agency 55B-26 CITY OF SANTA ANA Raul Godinez, II City Manager CONSULTANT Doug Jensen SVP Client Services MuniServices, LLC IWI3 EXHIBIT A SCOPE OF WORK Sales & Use Tax and Transactions & Use Tax - Audit Services (SUTA) Services In performing the sales, transactions and use tax audit program MuniServices shall: 1. Identify and correct the sales & use tax and transactions and use tax reporting errors of businesses that, based on the nexus of their activities, are not properly registered with the City. 2. Identify and correct the reporting of businesses that are improperly reporting taxes to state and county pools (i.e. classifying sales tax and/or transactions tax as use tax) and thereby depriving the City of sales tax and/or transactions tax revenue. 3. Detect, document and correct sales & use tax and transactions & use tax reporting errors/omissions and thereby generate new, previously unrealized revenue for the City. 4. Ensure through comprehensive audit measures that the revenue information used for ongoing economic analysis includes all sales & use tax and transactions & use tax generators. 5. Assist the City with strategies to preserve and even enhance sales & use tax and transactions & use tax revenue generated by existing businesses within the City. MuniServices' proposed sales & use tax and transactions & use tax allocation audit services for the City includes five distinct types of audits: o Taxable Nexus Field audits o Permitization audits o Deficiency assessment audits o Accounts payable audits o Quarterly Distribution Report audits Taxable Nexus Field Audits MuniServices' initial and periodic taxable nexus field audits include a physical canvassing and evaluation of sales & use tax and transactions & use tax generating businesses located in the City. In the absence of this undertaking, significant misallocations will remain undetected. MuniServices' field audits focus on those businesses located in the City from which the City has not been receiving sales & use tax and transactions & use tax revenue. Permitization Audits Wholesalers, contractors, processors, manufacturers and other non -retail businesses will frequently not have a sales tax permit properly registered to the City in which they are located because their business operations do not include a point-of-sale qualifying activity. However, these companies will often generate local sales & use tax and transactions & use tax from the State Board of Equalization (BOE) audit deficiency assessments, occasional sales (i.e., mergers and acquisitions), and self -accrual of use tax on purchases. MuniServices' field audits facilitate the identification and correction of improperly registered permits for companies having point-of- sale operations in the City. Deficiency Assessment Audits When the California BOE audits taxpayers for sales & use tax and transactions & use tax compliance, it is not uncommon for the taxpayer to receive a substantial deficiency assessment due to underpayments and/or under -collections. In many cases, the local allocation portion of the deficiency assessment is distributed in error to the State pool, county pools, or other Jurisdictions. Accordingly, MuniServices has developed proprietary criteria and techniques to detect and correct BOE deficiency assessment misallocations and thus expand the benefits produced by MuniServices' allocation audit service. 55B-27 Accounts Payable Audits When California taxpayers purchase tangible personal property for which title passes out-of-state, the transactions are subject to use tax (rather than sales tax or transaction tax) which is collected by the vendor who in turn remits it to the BOE, with the local allocation typically distributed statewide or countywide through the pools. Under certain conditions, the seller may allocate the local tax by situs or the City may elect to self -accrue the use tax and remit it directly to the BOE, in which case the local portion will come back to the City in the same manner as sales tax. MuniServices' accounts payable audit will include a review of the City's purchases to identify opportunities for the City to capture the local allocation on purchases subject to use tax and the local district tax where applicable. In this regard, MuniServices will prepare the documentation to facilitate the election, including assistance in preparing and filing the tax returns. Quarterly Distribution Report Audits Every three months, the City and MuniServices receive a Quarterly Distribution Report (QDR) from the BOE with the local allocation amount reflected by permit number. MuniServices' QDR audits detect and correct taxpayer -reporting errors and thereby generate new, previously unrealized sales & use tax and transactions & use tax revenue for the City. MuniServices' QDR audits focus on those accounts where MuniServices observes a substantial decline in the sales & use and transactions & use tax revenue allocation for a particular business entity in a given quarter. In most cases, accounts showing zero balances have either relocated or simply reported late, in which case the payments will not be reflected until the next quarter's QDR. Therefore, six months must lapse before the QDRs indicate whether a zero balance account can be attributed to a late payment or a misallocation. Cities and counties may only recover misallocated Bradley -Burns sales tax or transactions tax revenue for three quarters prior to the BOE being notified of the reporting error and misallocated District tax revenues for between three quarters and three years. Therefore QDR audits must be conducted in a timely manner in order to preserve the opportunity for the City to recover misallocated revenue. MuniServices shall conduct the QDR audit each and every quarter to minimize the potential of lost revenue to the City. Confidentiality Provisions MuniServices is authorized by this Agreement to examine sales & use tax and transactions and use tax records of the BOE provided to City pursuant to contract under the Bradley -Burns Uniform Sales and Use Tax Law and California Revenue & Taxation Code applicable to transactions and use taxes. With reference to the City's adoption of a transactions and use tax the Parties intend for the work under this Agreement to include that tax (or taxes). MuniServices is required to disclose information contained in, or derived from, those sales & use and transactions & use tax records only to an officer or employee of the City who is authorized by resolution to examine the information. MuniServices is prohibited from performing consulting services for a retailer during the term of this Agreement. MuniServices is prohibited from retaining the information contained in, or derived from, those sales & use and transaction and use tax records, after this Agreement has expired. This Agreement, and MuniServices' and City's obligations with respect to confidentiality of taxpayer data pursuant to the Bradley Burns Revenue and Taxation Code, shall continue until final payment for all services rendered hereunder. 55B-28 Deliverables SUTA Detection and Documentation MuniServices shall represent the City for purposes of examining BOE records pertaining to sales & use tax and transaction & use tax to identify errors and omissions. MuniServices' procedures for detecting and documenting misallocations are as follows: 1. Review applicable provisions of the City's municipal code and ordinance adopted by the City to determine applicability. 2. Procure a computer tape of sales & use and transactions & use tax permit records from the BOE. 3. Analyze sales tax and transactions tax distribution reports provided by the BOE for five or more of the most recent consecutive quarters. 4. Clean-up, standardize and computerize data from City's quarterly sales tax/transactions tax distribution reports provided by BOE for previous quarters (as applicable), current quarter (as applicable) and each future quarter service is provided. 5. Prepare an aggregated list of business entities on electronic media; this list is derived from multiple private and public sources (hard copy and electronic), including specialized business listings and directories, the City's sales & use tax and transactions & use payment files, and an electronic copy of the City's Business License Tax registry, updated no less than twice per year. 6. Clean, standardize and integrate, in address -order, each entity's business name, address and payment file information, to eliminate redundancies, using MuniServices' proprietary software. 7. Physically canvas commercial/industrial area within the City's borders. 8. Develop a target list of potential point of sale/use reporting errors/omissions based on: a. An electronic comparison of MuniServices' comprehensive inventory against the BOE's quarterly distributions for the City, and b. An analysis of each potentially misallocated account based on proprietary guidelines established by MuniServices. 9. Meet with designated City official(s) to review service objectives and scope, MuniServices workplan schedule, public relations and logistical matters. 10. Contact personnel in sales, operations and/or tax accounting at each target business to determine whether a point-of-sale/use reporting error exists. (Note: this is accomplished with the highest regard to discretion and professional conduct. MuniServices' allocation audits are predicated on a non- controversial, constructive public relations approach which emphasizes the importance of each business to the City and the mutual benefits of correcting reporting errors.) 11. Provide to the City and BOE reports addressing each taxpayer reporting error individually, including the business name, address, telephone number, California sales tax permit number, individuals contacted, date(s) of contact, nature of business, reason(s) for error, recommended corrective procedure and, if available, estimated sales & use tax and transactions and use tax revenue which should be forthcoming to the City. 12. MuniServices may also provide suggested language for letters to be sent to the taxpayers and/or BOE from the City (or from MuniServices on behalf of the City) urging cooperation in promptly correcting the distribution error. 13. Respond to negative findings by BOE with timely reconfirmation documentation in order to preserve the City's original dates of knowledge. 14. Receive and process registration control record information monthly. 15. Receive and process sales tax distribution reports quarterly. 16. Coordinate with the taxpayer and BOE to make the necessary corrections and collect eligible back quarter's amounts. 17. Monitor and analyze the quarterly distribution reports with an audit focus on the following: a. Accounts with previously reported point-of-sale/use distribution errors to ensure that the corrections are made for current quarters and all eligible back quarters. b. Major accounts comprising 90% or more of the City's total sales tax and transactions tax revenue to identify any irregularities or unusual deviations from the normal pattern (e.g. negative 55B-29 fund transfers, significant decreases, unusual increases, etc.) and ensure that the City is not receiving less revenue than it is entitled to. c. Those accounts receiving deficiency assessments to ensure that the City receives its local allocation 18. Identify opportunities for the City to recover local allocation on purchase transactions subject to use tax. Prepare the necessary documentation to facilitate recovery, including assistance in preparing and filing the returns. SUTA Detection Timing Considerations For each misallocated account detected, MuniServices will coordinate with the business and BOE to make the necessary correction's plus retroactive adjustments for eligible amounts of sales & use tax and transactions & use tax improperly distributed in prior quarters. MuniServices coordinates and communicates between typically four parties; sales/operations personnel at the taxpayer's local operation, tax personnel at the company's corporate headquarters, and BOE personnel and the in-state/out-of-state district offices. Correction of the account Is considered to have been made once the payments on identified taxpayer accounts are being properly allocated by the taxpayer to the City in the period in which the payment was made. As needed, MuniServices will represent the City before state officials, boards, commissions and committees for the purpose of correcting sales tax distribution errors that have deprived the City of revenue to which it is entitled. 55B-30 EXHIBIT B COMPENSATION Sales & Use and Transactions and Use Tax - Audit Services (SUTA) Services What the City will pay MuniServices During the term of this Agreement and any optional extension thereof or any amendment thereto MuniServices' compensation for the Sales & Use Tax and Transactions & Use Tax Audit Service shall be a 15% contingency fee. This fee applies to revenue received for six quarters beginning with the quarter in which the Date of Correction falls and all eligible prior quarters back to and including the three quarters prior to the Date of Knowledge!quarter for Bradley -Burns sales tax revenues and all eligible prior quarters back to and including all corrected quarters prior to the Date of Knowledge quarter for district tax revenues. As used herein, the Date of Knowledge is the quarter during which MuniServices notifies the BOE of the existence of a misallocation. As used herein, the Date of Correction refers to the quarter in which the taxpayer has correctly reported the local tax and the BOE distributes the local tax properly to City based on the taxpayer's reporting. For QDR Misallocations detected and corrected, MuniServices' compensation shall only include the quarters for which the misallocation actually occurred. For clarification and to encourage communication and collaboration between MuniServices and the City, MuniServices shall be entitled to full payment of all compensation as provided herein even if any one or more of City, its personnel, agents, or representatives, or any third party or parties provides) information to MuniServices that assists or is used by MuniServices in the identification, detection, and correction of point-of- sale distribution errors or the reporting and/or misallocation of revenue. In the event that the City identifies, documents, and notifies the BOE of a point-of-sale distribution error, reporting error or misallocation as those terms are used herein, the City will notify MuniServices of the City's discovery no later than ten days after the Date of Knowledge as defined in Title 18 of the California Code of Regulations, Regulation 1807 ("Date of Knowledge"). The City also agrees to notify MuniServices promptly if it is working on a local tax misallocation issue independently of MuniServices and to maintain and promptly make available to MuniServices on request contemporaneous documentation of such work and its timing so we do not duplicate work. Invoicing/Billing MuniServices will invoice City quarterly based on past and/or prospective compliance secured on behalf of City. Invoices are due and payable within forty-five (45) days upon receipt. All expenses incurred by MuniServices in providing the Sales Tax service are the sole and exclusive responsibility of MuniServices, except those expenses that receive prior written approval by City. Additional Consulting Services City may request via the Change Order process that MuniServices, and/or MuniServices' subcontractor(s), provide additional optional consulting services within the scope of the Agreement any time during the term of the Agreement including any renewal term. If MuniServices and City agree on the scope of the additional consulting services requested, then MuniServices, or MuniServices' subcontractor(s), shall provide the additional consulting services on a Time and Materials basis. Standard Hourly Rates: Depending on the personnel assigned to perform the work, MuniServices' standard hourly rates range from $75 per hour to $200 per hour. The following are sample hourly rates based on the job classification: • Principal: $200 per hour • Client Services: $175 per hour 55B-31 Information Technology (IT) support: $150 per hour Operational Support: o Director or Manager: $175 per hour o Senior Analyst: $125 per hour o Analyst: $100 per hour o Administrative: $75 per hour These additional consulting services will be invoiced at least monthly based on actual time and expenses incurred. All reimbursable expenses shall receive prior approval from the City and shall be reimbursed at cost to MuniServices. Completion of Services Notwithstanding any other provision of this Agreement, because Consultant's services performed hereunder result in corrections of misallocations and other revenue after cessation of services by Consultant for City, City agrees that with regards to misallocations identified to the BOE whose Date of Knowledge occurred during Consultant's performance of services for City or for other revenue resulting from Consultant's actions taken during the term of this Agreement, that City's obligation to pay Consultant in accordance with the compensation language of this Agreement shall survive expiration or termination of this Agreement for any reason. Additionally, notwithstanding any other provision of this Agreement, if this Agreement is terminated or expires, Consultant shall continue to pursue corrections of accounts identified during the term of this Agreement that have not been corrected by the BOE as of the effective date of termination or expiration. The period after termination during which Consultant is pursuing correction of accounts identified before termination is referred to as the "completion period." City shall compensate Consultant in accordance with the compensation language of this Agreement for corrected misallocations that result from Consultant's efforts during the completion period. City will also take all necessary steps to allow Consultant to continue to receive the required Information from the BOE during this completion period. 55B-32 EXHIBIT C SCOPE OF WORK SALES & USE TAX AND TRANSACTIONS & USE TAX - ANALYSIS & REPORTING SERVICE (STARS) 1. 1 Stars Reports. Within thirty (30) days of receipt of monthly and/or quarterly sales taxitransactions tax data from the applicable governmental authorities, Consultant shall provide City with electronic access to updated STARS Reports. 1.1 General Reporting Contents. The STARS Reports are dependent on availability of data received I from applicable governmental authorities. The online STARS Reports allow City's staff to interact with sales tax/transaction tax data from the permit level to citywide level; on a cash or economic basis; by quarter or year; and by classification grouping include economic category and segment. The STARS Reports provide City with access to sales & use tax and transactions & use data online and via mobile devices. In addition, reports can be exported to Microsoft Excel or Adobe PDF formats. The reports available may include: • A Cash Dashboard. • An Economic Dashboard. • An Economic Change Report. • A business look -up report. • A Taxpayer Ranking Report. • Geo -Areas. 1.2 Sales Tax/Transactions Tax Forecast. Consultant also provides a Sales Tax Forecast that identifies historical sales tax and projected sales tax for pessimistic, most likely and optimistic scenarios including Transactions and Use Taxes (as applicable). 1.3 GRIA Application. Consultant will include the Geographic Revenue Information Application (GRIA), as part of the STARS and forecasting service and at the same Cost. The GRIA will provide and separately present combined geographically based (GEO/GIS) revenue information to include: • Sales and Use Tax • Transaction and Use Tax (as applicable) • Secured and Unsecured Property Tax • Hotel Visitors' Tax • Documentary Stamp Tax (Property Transfer Tax) • Business License Tax (including Business Improvement District Assessments/Charges) • Medical Marijuana Tax • Adult -Use Cannabis Retail Operating Agreement Fees; and • Commercial Cannabis Operating Agreement Fees (to include, but not limited to: Cultivation, Manufacture, Distribution, and Testing) Consultant and City agree that the GRIA data will not be fully available until January 1, 2020 and is subject to MuniServices receiving certain City data matching: a. City Hotel Visitors' Tax data to City Business License Tax accounts; and b. City Business License Tax account data to State Board of Equalization Sales and Use Tax Permits. c. City Adult -Use Cannabis Retail Business Operating Agreement account data. d. City Commercial Cannabis Operating Agreement account data (to include, but not limited to: Cultivation, Manufacture, Distribution, and Testing). I 55B-33 To be included in the GRIA, City data must be received in a mutually agreeable format at least thirty (30) calendar days prior. MuniServices and City shall update (GEO/GIS) revenue information data on a quarterly basis (or more often as may be mutually agreeable). 1.4 Accuracy. The STARS Reports rely on information provided by applicable governmental authorities and third -parties. Consultant will endeavor to verify, remove redundancies, or otherwise clean or standardize the information provided by governmental authorities or any third parties. 1.5 Timing. Consultant's{ obligation to provide the STARS Reports is conditioned,'on City's delivery of required, signed documentation to Consultant to access the proper data from the applicable govemmental authorities. 1.6 Paper reports. Some of the reports may be delivered In paper-based or excel formats while our online report platform continues to be expanded. For example, 'Geo Area reports are currently still being provided in paper format. As we expand the online portal, additional reports will become available on your home page. City Assistance 1. Confidentiality. The information provided to the City in the STARS Reports is confidential. It is not open to public inspection. A City may use the information only for lawfully permitted purposes. City shall not distribute the STARS Reports to any person unless that person is legally entitled to access the information in the STARS Reports, or except as may otherwise be required bylaw or court order. . Consultant is authorized by this Agreement to examine sales & use tax and transactions & use tax records of the State Board of Equalization (BOE). Consultant is required to disclose information contained in, or derived from, those sales & use tax and transactions & use tax records only to an officer or employee of the City who is authorized by resolution to examine the information. Consultant is prohibited from performing consulting services for a retailer during the term of this Agreement. Consultant is prohibited from retaining the information contained in, or derived from, those transaction, sales, and use tax records, after this Agreement has expired. 2. Data. In order for Consultant to provide the STARS Reports, the City will need to deliver to Consultant the signed documents/authorizations required to access the proper data from the applicable governmental authorities as may be required by law. 3. Additional Terms. a. License. Consultant grants to City a license for each of City's designated users to access the New STARS reports service for so long as this Agreement is in effect. Each of City's designated users must be submitted in writing to Consultant. Consultant will provide the user with the necessary log -in information. Any passwords issued for this service may only be used by the person to whom the password is issued; sharing of passwords is STRICTLY PROHIBITED. City has the obligation to protect those passwords. b. Limitations of Liability. Consultant is not responsible for any breach of data resulting from City's failure to protect passwords or systems used to access the Service. Consultant does not warrant that the service is error free. CONSULTANT DISCLAIMS ALL OTHER WARRANTIES WITH RESPECT TO THE SOFTWARE, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON - INFRINGEMENT OF THIRD PARTY RIGHTS. Some jurisdictions do not allow the exclusion of implied warranties or limitations of how long an implied warranty may last, or the exclusion of limitation of incidental damages, so the above limitations or exclusions may not apply to City. In no event shall 55B-34 Consultant or its licensors, suppliers, or licensees be liable to City for any consequential, special, incidental, or indirect damages of any kind arising out of the performance or use of the service, even if Consultant has been advised of the possibility of such damages. c. Non -disclosure. City's use of the New STARS services is conditioned on City's agreement not to make the service or any of output of the system available to Consultant's competitors. Nothing in this provision prohibits the City from exporting data and formatting it for its own use or from making documents marked as 'public' known to the public. 55B-35 EXHIBIT D COMPENSATION Sales & Use Tax and Transactions & Use - Analysis & Reporting Service (STARS) I i Base Package Annual fee. During the term of this Agreement and any optional extension thereof or any amendment thereto City shall pay Consultant an annual fee of $10,000 ("annual fee") payable in four equal quarterly payments as shown below, proratable on a quarterly basis for any contractual period less than twelve months. This includes a mutually agreeable number of Geo Areas. Consultant will invoice the City on'a quarterly basis. Invoices are due and payable within fohy-five (45) days of receipt. If this Agreement is terminated ahead of its agreed to term for any reason, the City remains obligated to pay Consultant the quarterly payments of the annual fee for the quarters before the effective date of termination. 2. Adjustments. The Annual Fee shall be adjusted at the beginning of each calendar year by the percentage change in the Consumer Price Index — Los Angeles -Long Beach -Anaheim, CA (formerly Los Angeles - Riverside -Orange County) (CPI -U) as reported by the Bureau of Labor Statistics. The initial Consumer Price Index used for the first CPI adjustment will be the Consumer Price Index — Los Angeles -Long Beach - Anaheim, CA (formerly Los Angeles -Riverside -Orange County) (CPI -U) for the month in which the agreement is fully signed with the first adjustment to occur at the beginning of the Calendar year following the first full calendar year of service. For instance, if the agreement is signed in April, year 1, the adjustment would not occur until January of year 3. The adjustments thereafter will be based on the CPI -U from December of the prior calendar year. Each Annual Fee adjustment shall not be less than two percent (2%) or greater than four percent (4%). 3. Additional Paper Copies. Consultant shall provide City additional paper, bound copies of the STARS Reports upon City's request at the rate of $200 annually per additional copy, payable by City in quarterly installments of $50 per additional copy. 4. Additional Consulting. City may request via the Change Order process that MuniServices, and/or MuniServices' subcontractor(s), provide additional optional consulting services within the scope of the Agreement any time during the term of the Agreement including any renewal term: If MuniServices and City agree on the scope of the additional consulting services requested, then MuniServices, or MuniServices' subcontractor(s), shall provide the additional consulting services on a Time and Materials basis. Standard Hourly Rates: Depending on the personnel assigned to perform the work, Consultant's standard hourly rates range from $75 per hour to $200 per hour. The following are sample hourly rates based on the job classification: • Principal: $200 per hour • Client Services: $175 per hour • Information Technology (IT) support: $150 per hour • Operational Support: o Director or Manager: $175 per hour o Senior Analyst: $125 per hour o Analyst: $100 per hour o Administrative: $75 per hour These additional consulting services will be invoiced at least monthly based on actual time and expenses incurred. 55B-36 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JANUARY 15, 2019 TITLE: ADOPT RESOLUTION OF THE CITY COUNCIL URGING PRESIDENT TRUMP TO CEASE EFFORTS TO REINTERPRET OR RENEGOTIATE THE 2008 UNITED STATES -VIETNAM REPATRIATION AGREEMENT IN ORDER TO DEPORT VIETNAMESE IMMIGRANTS WHO HAVE LIVED IN THE UNITED STATES FOR DECADES {STRATEGIC PLAN NO. 5} �MIIIVV,kNAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on V Reading ❑ Ordinance on 2n° Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Adopt the resolution of the City Council of the City of Santa Ana urging President Trump to cease efforts to reinterpret or renegotiate the 2008 United States -Vietnam Repatriation Agreement in order to deport Vietnamese immigrants who have lived in the United States for decades. At the December 18, 2018 City Council meeting, the City Council voted unanimously to prepare a resolution urging the President of the United States to cease efforts to reinterpret or renegotiate the 2008 United States -Vietnam Repatriation Agreement. As a result, the City Council of the City of Santa Ana stands in solidarity with the Vietnamese refugees who came to our country before 1995. The United States -Vietnam Repatriation Agreement made in 2008 specifically bars the deportation of Vietnamese people who arrived in the United States before July 12, 1995. The State of California has 500,000 Vietnamese Americans that enhance the social, cultural, and economic fabric of our state. Orange County is home to the largest Vietnamese population outside of Vietnam. Vietnamese Americans enrich our State and County's culture through the creation of vibrant Little Saigon communities around California that preserve Vietnamese heritage, food, language, and customs for younger generations and allow all Californians to be immersed in the richness of Vietnamese culture. 55C-1 Adopt Resolution of the City Council Urging President Trump to Cease Efforts to Reinterpret or Renegotiate the 2008 United States -Vietnam Repatriation Agreement January 15, 2019 Page 2 Many Vietnamese Americans living in the State of California today arrived after the fall of Saigon on April 30, 1975. This event marked the beginning of an exodus of over one million Vietnamese who left their homeland fleeing communism in search of freedom and democracy. As' new immigrants, Vietnamese Americans overcame social, linguistic, and economic challenges through hard work. They achieved success in a plethora of profession fields, including business, military service, politics and law, science and education, literature and journalism, and sports and entertainment. Refusing to forget their historical struggle for freedom and democracy, Vietnamese Americans throughout the United States and the State of California continue to speak out against the systemic assaults on the freedoms of expression and religion perpetrated today by the Socialist Republic of Vietnam and advocate in favor of human rights and democracy in Vietnam and worldwide STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #5 — Community Health, Livability, Engagement & Sustainability. ENVIRONMENTAL IMPACT There are no environmental impacts associated with this action. FISCAL IMPACT There is no fiscal impact at this time. Exhibit: 1. Resolution 55C-2 RESOLUTION NO. 2019 -XXX RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA URGING PRESIDENT TRUMP TO CEASE EFFORTS TO REINTERPRET OR RENEGOTIATE THE 2008 UNITED STATES -VIETNAM REPATRIATION AGREEMENT IN ORDER TO DEPORT VIETNAMESE IMMIGRANTS WHO HAVE LIVED IN THE UNITED STATES FOR DECADES 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. WHEREAS, Many Vietnamese Americans living in the State of California today came to the United States after the fall of Saigon on April 30, 1975, which marked the beginning of an exodus of over one million Vietnamese who left their homeland fleeing communism in search of freedom and democracy; and B. WHEREAS, Over the past four decades, Vietnamese immigrants have enriched the social, cultural, and economic landscape of the United States and the great State of California; and C. WHEREAS, As new immigrants, Vietnamese Americans overcame social, linguistic, and economic challenges through hard work, achieving success in a plethora of professional fields, including business, military service, politics and law, science and education, literature and journalism, and sports and entertainment; and D. WHEREAS, The State of California is home to more than 500,000 Vietnamese Americans that enrich the social, cultural and economic fabric of our state; and E. WHEREAS, Orange County has the largest Vietnamese population outside of Vietnam; and F. WHEREAS, Vietnamese Americans have enhanced California and Orange County's culture through establishment of vibrant Little Saigon communities throughout the state that preserve Vietnamese heritage, Resolution No. 2019 -XXX Page 1 of 3 55C-3 food, language, and customs for younger generations and allow all Californians to be immersed in the richness of Vietnamese culture; and G. WHEREAS, Refusing to forget their historical struggle for freedom and democracy, Vietnamese Americans throughout the United States and the State of California continue to speak out against the systemic assaults on the freedoms of expression and religion perpetrated today by the Socialist Republic of Vietnam and advocate in favor of human rights and democracy in Vietnam and worldwide; and H. WHEREAS, An agreement made in 2008 between the United States government and the Vietnamese government specifically bars the deportation of Vietnamese people who arrived in the United States before July 12, 1995; and WHEREAS, The 2008 agreement specifically states that Vietnamese citizens are "not subject to return to Vietnam" if they "arrived in the United States before July 12, 1995." Section 2. The City Council of the City of Santa Ana hereby finds determines and declares that it respectfully urges the President of the United States to stop any efforts to reinterpret or renegotiate the 2008 United States -Vietnam repatriation agreement. Section 3. The City Council of the City of Santa Ana hereby finds determines and declares that the City of Santa Ana stands in solidarity with the Vietnamese refugees who came to our country before 1995. Section 4. If any surcharge or fee, section, subsection, sentence, clause, phrase or word of this Resolution is for any reason held to be invalid by a court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this Resolution. The City Council hereby declares that it would have passed and adopted this Resolution, and each and all provisions hereof, irrespective of the fact that one or more provisions may be declared invalid. Section 5. This Resolution shall take effect immediately upon its adoption by the City Council, and the Clerk of the Council shall attest to and certify the vote adopting this Resolution. ADOPTED this day of January, 2019. Resolution No. 2019 -XXX Page 2 of 3 Miguel A. Pulido Mayor 55C-4 APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers CERTIFICATE OF ATTESTATION AND ORIGINALITY I, MARIA D. HUIZAR, Clerk of the Council, do hereby attest to and certify that the attached Resolution No. 2019 -XXX to be the original resolution adopted by the City Council of the City of Santa Ana on Date: Clerk of the Council City of Santa Ana 55C-5 Resolution No. 2019 -XXX Page 3 of 3 55C-6 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: CLERK OF COUNCIL USE ONLY: JANUARY 15, 2019 TITLE: APPROVED APPROVE PARAMETERS OF CITIZEN'S ❑ As Recommended OVERSIGHT COMMITTEE FOR MEASURE ❑ As Amended El Ordinance on 1n' Reading X ( SANTA ANA NEIGHBORHOOD ❑Ordinance on 2ntl Reading SAFETY, HOMELESS PREVENTION, AND ❑ Implementing Resolution ESSENTIAL CITY SERVICES ❑ Set Public Hearing For ENHANCEMENT MEASURE) REVENUE (STRATEGIC PLAN NO. 7,2) RECOMMENDED ACTION CONTINUED TO FILE NUMBER Approve the recommendation outlined in this report as follows: 1. By-laws and selection process of a Citizen Oversight Committee related to Measure X approved by the voters in November 2018, 2. Direct staff to prepare the draft resolution for City Council consideration. Alternative: Provide direction to staff regarding preferred by-laws, election process and related resolution. Background In November 2018, the City's voters approved Measure X (Santa Ana Neighborhood Safety, Homeless Prevention, and Essential City Services Enhancement Measure) to increase the City's sales tax rate by 1.5 cents. Measure X requires annual audits and citizens oversight. Actual ballot language follows. "To maintain effective 9-1-1 response; retaining firefighters and police officers, addressing homelessness, fixing streets, maintaining parks, youth and senior services, and unrestricted general revenue purposes; shall the sales tax be increased one and one half (1.5) cents until 2029 providing approximately $60 million dollars annually, then reduced to one (1) cent providing approximately $40 million dollars annually, until 2039, requiring annual audits, citizens oversight and for Santa Ana use only?" [emphasis added] The City currently contracts with a firm of independent certified public accounts to perform an annual financial statement audit, which will include the new revenue deposited into the City's General Fund. 65A-1 Consider Parameters of Citizen's Oversight Committee for Measure X Revenue January 15, 2019 Page 2 This report offers alternatives and recommendations for the establishment of a Citizens' Oversight Committee (Committee). Staff gathered data regarding oversight committees formed by other cities. The information is presented in Exhibit 1 to this report. • Cities that have populations greater than 200,000, have increased the local sales tax rate, and have a citizens' oversight committee — Long Beach, Riverside, Sacramento, San Bernardino, and Stockton. • Cities in Orange County that have increased the local sales tax rate, and have a citizens' oversight committee — Fountain Valley and Westminster. • The City of La Palma in Orange County also increased the local sales tax rate, but the ballot allowed the City Council to decide whether to establish a citizens' oversight committee. No oversight committee was formed. • The Executive Director of the City's Finance and Management Services Agency (Executive Director) also has experience with the City of Carson's citizens' oversight committee, which was established for utility users tax and oil industry business license tax approved by the city's voters. There is a wide variety of options when establishing a committee, including the number of members and the method of selection. For example, a preference for members with financial expertise may be established. The Executive Director has experience with the City of Rancho Palos Verdes Finance Advisory Committee that is primarily comprised residents with some kind of financial background, and the Committee is very effective. The City of Carson Citizens' Oversight Committee has no Members with a financial background, and as a result the Committee struggles to understand basic financial concepts. The Government Finance Officers Association (GFOA) has a best practice advisory for Audit Committees (found at http://gfoa.ora/audit-committees), but not one specific to Oversight Committees. The only best practice advisories staff could locate for citizen oversight was for law enforcement (found at https://www.nacole.org/standards practices) and issuance of school bonds in California (state law found at https://leginfo.legislature.ca.gov/faces/billTextC]ient.xhtml?bill id=201720180SB341). Recommended By -Laws and Selection Process Based on commonalities of all 3 resources and staff experience, we recommend the following City Council actions. Adopt By -Laws via resolution outlining the duties of the Committee: a. Purpose is advisory only; b. Santa Ana residency required; c. Nine members, with a quorum of five; d. Minimum meeting frequency of quarterly, additional meetings as needed or directed by Council; e. Annual report to City Council; f. Review revenue derived from Measure X; g. Meetings are subject to the Brown Act; h. Chair to be elected by the Committee; 65A-2 Consider Parameters of Citizen's Oversight Committee for Measure X Revenue January 15, 2019 Page 3 i. Each new member is required to receive an orientation; which would include compliance with the Brown Act, overview of the By -Laws, and financial overview of the City; j. Assign the Finance and Management Services Agency as the staff liaison for the Committee; k. Review accounting of the appropriation increases using Measure X revenue; and I. Prepare annual budget recommendations to City Council, to be delivered in time for City Council consideration. 2. Require volunteer applications, with a process to be managed by the Clerk of the Council. 3. Select members as follows: a. Six members, each selected by a Council Member from their district; and b. Three members selected at large by the Mayor, with a preference for those with financial expertise (government not necessary). 4. Provide a small budget sufficient for minute -taking, photo -copying, and an annual presentation from the City's sales tax consultant. Next Steps If the City Council agrees with the staff recommendation, or provides alternative direction, a resolution establishing the Committee and by-laws can be prepared for City Council consideration in February. At that time, staff would provide additional information regarding the timeline for member recruitment (if applicable) and orientation, as well as a potential first meeting date. STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #7 — Team Santa Ana, Objective #2, (Establish communication plans to engage and inform employees and the community about City activities). FISCAL IMPACT Upon City Council concurrence with Staffs proposal for a Citizens' Oversight Committee, an appropriation adjustment will be included in the Midyear report for City Council consideration. Funds would be budgeted in the Finance and Management Services, Management and Support Services Operating Materials and Supplies account (01110100-63001) up to $10,000. Funding will provide for administrative support for the Committee including but not limited to minute taking, photocopying, and an annual presentation from the City's sales tax consultant. APPROVED AS TO FUNDS AND ACCOUNTS: Ka— thry D wns, CPA _PM Executive Director Finance and Management Services Agency Exhibit: 1. Sales Tax Oversight Committee Survey 65A-3 65A-4 EXHIBIT 1 65A-5 •E E o C w dO s' n 'a °' v' >• o r a > c v'E a E E a > i m M E u E ¢ v E C w'o v E uZ EE L' Ev vEa d a s o E E a' Y E E `o a c r 0 �' n y„_ n r o E E E e E° u o c0 c= oa; os E n$ V E z n'.E u+i «t .°. E m u X n e a o n v i j a y v E a L" a E a E a E S= a t E E Pn q,a E� �Edq�avE V c N; E u m E ° d C U _ � d 16 iy c u' i E A y H N u a ry n y v v E ti s N g E o s ° E m c eo 9 c ,d, a E^ E E E n t_ d A q_ O1 E `o `J' d d E m n o - E _ v 'u = d y x n m n o E E W.0 ¢ a o a« y a y c E E a c E 'to: E E v$ > a E v= a E y o v v N V E E E° o > m v c n Z Z> ^ v > o Y a s o Z E E 01 > V 9 � v a a n a Y o d Z H n t FDd. E do E u c E a Z. a v .. '� 'c nd �5 nn E c c o•"i�'o d E d z v E« 9 c u E d 'o 0 cE m e o a a 00 u a $ E E u q „£ e d r L C « z c % ° 3 c c n o c E L c o n u N O 69 r R� d U a d C d E o f 'v c E o i .°. E "' G 65A-5 65A-6 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JANUARY 15, 2019 TITLE: DISCUSS AND CONSIDER RESTRUCTURING THE CITY COUNCIL COMMITTEES, ESTABLISH MEETING SCHEDULE AND APPOINT MEMBERS {STRATEGIC PLAN NO. 5, 11 TY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 161 Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Adopt resolution rescinding current council committees and establish new council committees as approved by the City Council. Establish a meeting schedule for each standing committee. 3. Appoint 2 to 3 City Council members to each committee. The City Council first established Council committees in 1999. Since then, they have been periodically reviewed to ensure that the diverse issues and challenges facing the City are adequately addressed. Currently the City Council has four (4) established committees as follow: • Youth, Education and Community Services Committee -(and Joint Santa Ana Unified School District and City Council Committee) • Economic Development, Infrastructure, Budget and Technology Committee • Legislative Affairs, Ethics, Transparency and Communications Committee • Public Safety, Code Enforcement and Neighborhood Empowerment Committee Staff recommends the following standing committees and proposed schedule: Audit and Budget Council Committee: o Meet monthly January thru June o receive 2nd and 3m quarter updates o preliminary budget proposals o face-to-face with independent auditor for annual audit planning meeting 6513-1 Restructure City Council Committees January 15, 2019 Page 2 o Meet once in late October o receive preliminary fiscal year end o receive 15t quarter budget update o face-to-face with independent auditor for annual audit exit meeting o Lead Agency is the Finance and Management Services Agency 2. Public Safety Council Committee o Meet bi-monthly (February, April, June, August, October and December) o Lead Agency is the Police Department 3. Community and Economic Development Council Committee o Meet bi-monthly (January, March, May, July, September and November) o Lead Agency would be joint effort by Community Development, and Planning and Building Agencies 4. Code of Ethics and Legislative Council Committee o Meet semi-annually (February and August) o Lead Agency is the City Manager's Office 5. Joint Santa Ana Unified School District and City Council Committee o Meet semi-annually (April and October) o Lead Agency is the Parks, Recreation and Community Services Agency Ad Hoc Committees may be convened for any other policy direction required including technology, transportation, transparency, communications, infrastructure, personnel, and parks and recreation matters. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #5 Community Health, Livability, Engagement & Sustainability, Objective #1 (Establish a comprehensive community engagement initiative to expand access to information and create opportunities for stakeholders to play an active role in discussing public policy and setting priorities). FISCAL IMPACT Council committees make recommendations for City Council consideration; thus no fiscal impacts associated with this action. Staffing costs associated with holding meetings are included in the annual budget. Exhibit: 1. Resolution 65B-2 RESOLUTION NO. 2019-xxx A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA, CALIFORNIA, RESCINDING RESOLUTION 2017-076 AND ESTABLISHING NEW COUNCIL COMMITTEES AND POLICY GOVERNING COUNCIL COMMITTEES WHEREAS, the City Council desires to gather facts and establish preliminary policies on issues of importance to the City through methods utilizing less than a quorum of the City Council; and WHEREAS, the City Council of the City of Santa Ana desires to encourage the use of Council committees to devote significant time and effort to issues of importance to its citizens; and WHEREAS, the City Council desires to establish a uniform policy applicable to all Council committees so that committee work will be performed in an efficient manner and in compliance with the Ralph M. Brown Act WHEREAS, The City Council now seeks to reorganize the Council Committees in order to improve efficiency and productivity of the committee process. NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of Santa Ana, California, does hereby: 1. Finds, determines and declares that from and after the date hereof, there shall be the following Committees of the City Council, as approved by a majority of the City Council, as follow: 1. Audit and Budget Council Committee: 2. Public Safety Council Committee 3. Community and Economic Development Council Committee 4. Code of Ethics and Legislative Council Committee 5. Joint Santa Ana Unified School District and City Council Committee Each committee shall consist of two (2) or three (3) Councilmembers. The members on the committees shall be appointed by a majority of the entire City Council at a public meeting. Committee members do not receive additional stipends or compensation for serving of these committees. A Councilmember member may not serve on no more than two (2) committees at a time. Each committee member shall serve on the committee for a two-year term commencing with the first meeting of each new City Council following a general election, but L• each Councilmember shall continue to serve on his or her committee until replaced. 2. The City Council hereby establishes a "Council Committee Policy" governing Council committees formed, which include less than a quorum of the full Council as its members. a. The purpose of the Council Committee Policy is to establish rules and regulations for the governance of City -sponsored committees in which two or three Council members are members in compliance with the provisions of State law including the Ralph M. Brown Act (Government Code section 54950, et seq.), when applicable. b. City -sponsored City Council committees fall into the following categories: 1. Standing Committees. Council committees that are permanent in nature and have two or three Council members shall be considered Standing Committees of the City Council. Standing Committees shall be of a long- term or permanent nature and shall comply with all noticing and posting provisions required under the Ralph M. Brown Act for less than a quorum of the city council. 2. Ad Hoc Committees. Council committees established on an Ad Hoc basis shall be those of a temporary or transitory nature. Typically, Ad Hoc Committees shall be formed for either limited time duration or for a short- term issue. 3. Joint Committees. City -sponsored committees are those committees that include two council members sitting on a committee with members of the public and/or members of other jurisdictions. Joint Committees do not include joint powers authorities, regional agencies or other organizations which are approved under Government Code Section 6500 et.seq. or by State Legislation. Joint Committees are those in which a Council member or two members serve with appointees from another jurisdiction, a City Commission, local citizens or a local non-profit The appointment of a single Council member and an alternate to serve in representative's absence shall not be considered two Council members on a Committee for the purpose of this policy. c. All standing committees shall be formed by resolution and shall approve by-laws which shall include the committee's scope of work, jurisdiction, regular meeting schedules (if any) or any other policy guidance as needed. d. All Standing Committees shall comply with the Ralph M. Brown Act. For Standing Committees with a regular meeting schedule, all notices and postings shall be made at least 72 hours before regular meetings of the Standing Committee. All L. other meetings of the Standing Committees shall be noticed in accordance with the rules established for special meetings or emergency meetings as is applicable. 3. Except as specified herein, Ad Hoc Committees shall not require posting and public notices for meetings. Ad Hoc Committee meetings in which members of the public are invited to speak or attend shall be publicly noticed in the same manner as if it is a Standing Committee. 4. Joint Committees shall be considered Standing Committees unless otherwise specifically designated as an Ad Hoc Committee. 5. The City Council shall review status of all Council committees at least every other year following an election. Ad Hoc Committees shall not remain in existence for more than one calendar year after their formation unless specifically approved by Council majority. 6. This Resolution repeals and replaces all previous resolutions in their entirety relating to this subject matter. PASSED AND ADOPTED at a regular meeting of the City Council of the City of Santa Ana, held this , day of , 2019. APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers L• - Miguel A. Pulido, Mayor CERTIFICATION OF ATTESTATION AND ORIGINALITY I, MARIA D. HUIZAR, Clerk of Council, do hereby attest to and certify the attached Resolution No. 2019- to be the original resolution adopted by the City Council of the City of Santa Ana on Date: Maria D. Huizar, Clerk of the Council City of Santa Ana REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JANUARY 15, 2019 TITLE: APPROVAL OF TERMS FOR RESIDENT VEHICLE INCENTIVE PROGRAM (VIP) (STRATEGIC PLAN NO. 3,3C) CITY MA AGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1 s Reading ❑ Ordinance on 21d Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Approve Terms of Resident Vehicle Incentive Program as agreed upon after deliberation of the City Council. 2. Direct Staff to draft terms into an Agreement for consideration at the February 5, 2019 City Council meeting. DISCUSSION As a means to spur growth of the local tax base and to encourage Santa Ana residents to "buy local", the City is working closely with the Orange County Auto Dealers Association (OCADA) to. develop a specific incentive program aimed to entice residents to buy their vehicles in Santa Ana. With that in mind, the City of Santa Ana is introducing the Resident Vehicle Incentive Program (VIP) that will incentivize Santa Ana residents to purchase a car and/or truck from one of 10 franchised Santa Ana auto dealers who are members of OCADA. - On July 17, 2018, the City Council directed staff to further develop the "Shop Santa Ana Program" by adding incentives for the Santa Ana residents to purchase a car within Santa Ana. On August 20, 2018, the Economic Development, Infrastructure, Budget and Technology (EDIBT) Council Committee further defined the Vehicle Incentive Program and directed staff to bring proposed terms to the City Council for discussion and approval. The terms were introduced at the December 18, 2018 City Council Meeting, but continued at the request of OCADA. Staff has since continued to work with OCADA and has further refined the terms of the Program. As designed, the VIP provides a rebate to a Santa Ana resident who purchases a car or truck from a franchised Santa Ana auto dealer. The Program will become a new component of the City's existing "Shop Santa Ana" initiative by encouraging residents to continue to buy locally. The VIP has been developed to avoid leakage of local automotive purchases to outside jurisdictions and would ensure that future revenue generated by this sector will be available to provide vital City services. 65C-1 Santa Ana Resident Vehicle Incentive Program January 15, 2019 Page 2 Sales In 2017, Santa Ana residents purchased 1,688 of 6,220 (27%) new vehicles, leased 687 of 8,348 (8%) vehicles, and purchased 597 of 5,382 (11%) used vehicles from the franchised Santa Ana auto dealers who are members of OCADA. The concern from the franchised Santa Ana auto dealers is that the recently voter approved sales tax increase would drive sales away from Santa Ana auto dealers. It is in the best interest of the City of Santa Ana and the dealers to retain and increase sales levels at their dealerships. An increase in the number of vehicles purchased at franchised Santa Ana auto dealerships by Santa Ana residents bolsters the local economy and would also provide opportunity and encouragement for an expansion of the number of auto dealerships located within the City. This also would have a positive effect on the number of jobs created and available locally, resulting in a net benefit to the community at large. Program Terms The OCADA has outlined the parameters of their requested program represented below. Totals for the number of new, leased and used autos sold are estimated at 25% above last year's totals. OCADA Pro ram Terms Term Min 2 Years with two 1- ear extensions Rebate Amount New Cars $500 Rebate Amount Leased Cars $500 Rebate Amount Used Cars() $500 Effective Monday, April 1, 2019 Structure Resident Choice: Dealer reimbursed for rebate or City issues check to resident Rebate Budget $1,700,000 City Administration Budget $25,000 Dealer Marketing Budget $25,000 per dealer $250,000 TOTAL BUDGET $1,975,000 Participating Dealers • Audi South Coast • Crevier BMW Crevier Mini Freeway Honda • Guaranty Chevrolet Lincoln South Coast Subaru Orange Coast • Tom's Truck Center Volkswagen South Coast • Volvo of Orange County (1) Minimum Used Car Purchase price of $15,000 65C-2 Santa Ana Resident Vehicle Incentive Program January 15, 2019 Page 3 Marketing and Administration Bud -gets With marketing of the program, staff is expecting that the number of new cars sold to local residents, and entitled to the incentive, could reach up to 2,000 vehicles. With a rebate amount of $500 per resident, the anticipated first year budget for the program would be over $1.7 million dollars. The marketing and administration of the program is expected to be up to $25,000 of City funds, which will be used by the Community Development Agency and the Finance and Management Services Agency to effectively administer the program. Additionally, each participating dealer has committed to spend $25,000 for marketing the program. As part the marketing efforts, digital reader boards would also be placed in center medians throughout the City to inform Santa Ana residents of the incentive. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #3 Economic Development, Objective #3, (Promote a solutions -based customer focus in all efforts to facilitate development and investment in the community), Strategy C (Explore opportunities to encourage a business friendly environment within the city through the reduction of non-essential regulatory requirements, improved coordination between agencies for development review and addition of monetary incentives). FISCAL IMPACT There is no fiscal impact associated with this action, however after terms are approved an Agreement with a Fiscal Impact will be presented. �- Steven A. Mendoza Executive Director Community Development Agency 65C-3 65C-4 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JANUARY 15, 2019 TITLE: PUBLIC HEARING — ADOPT A ZONING ORDINANCE AMENDMENT NO. 2018-04 TO AMEND SEVERAL SECTIONS OF CHAPTER 41 OF THE SANTA ANA MUNICIPAL CODE AND SECTIONS OF SPECIFIC DEVELOPMENT NO. 19 AND SPECIFIC DEVELOPMENT NO. 40 — CITY OF SANTA ANA, APPLICANT {STRATEGIC PLAN NO. 3,2; 5,3) 1'7:: RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s' Reading ❑ Ordinance on 2n° Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER It is recommended that the City Council adopt an ordinance approving Zoning Ordinance Amendment No. 2018-04. PLANNING COMMISSION ACTION At its regular meeting on December 10, 2018, the Planning Commission by a vote of 5:0 (Alderete absent) recommended that the City Council adopt an ordinance (Exhibit B) approving Zoning Ordinance Amendment (ZOA) No. 2018-04 amending several sections of Chapter 41 (Zoning) of the Santa Ana Municipal Code (SAMC) and sections of Specific Development No. 19 (SD-19)/French Park and Specific Development No. 40 (SD-40)/Heninger Park. The Planning Commission made no changes to the recommendation outlined in the attached staff report (Exhibit A). DESCRIPTION Staff is requesting approval of several amendments to Chapter 41 (Zoning) of the SAMC and sections of SD -19 and SD -40 to provide greater oversight and public input for certain developments, streamline certain processes, clarify and revise certain language and standards, and update code provisions to address current development, economic and housing trends. The proposed amendments are described and analyzed in Table 1: Summary of Amendments, below. 75A-1 Zoning Ordinance Amendment No. 2018-04 - Amend Various sections of Chapter 41 of the SAMC and sections of SD -19 and SD -40 January 15, 2019 Page 2 Table 1: Summary of Amendments �Eode�Sec6on(s") Sutjecf Issues antlf esofu'fions 41-150.5, 41-365, Schools: Requires Issue: Schools within the R1, R2, R3, R4 and RE 41-365.5, 41-412.5, approval of a conditional zoning districts currently require approval of a 41-424, 41-424.5, use permit (CUP) for conditional use permit by the Planning Commission. 41-521, 41-522, 41- schools within all zoning However, schools within the O, C1, C2, C4, C5 and 584, 41-584.5 and districts and sets CSM zoning districts do not require approval of a 41-638 development standards. conditional use permit and are allowed "by right" if the school complies with all development standards and parking ratios. Uses allowed "by right" are reviewed administratively by staff and do not require approval by the Planning Commission and/or City Council and in most cases minimal public input is involved. The City has recently received and processed applications for new schools in close proximity to sensitive land uses, raising concerns by Santa Ana residents. Schools can create impacts to the general vicinity, such as traffic and noise, if not properly evaluated. Because of this, staff is requesting that a CUP be required for schools in all zoning districts. This will allow for public input during the public hearing process and will allow for conditions to be placed on the school to mitigate or eliminate any potential effects on adjacent properties. Amendment Resolution: Creates consistency throughout all zoning districts and creates a process to allow for formal public input on new schools. In addition, the amendment creates a tool to require, when needed, additional analysis and studies to ensure schools will have no or minimal impacts on the surrounding land uses. 41-160, 41-246, Two -Family (R2) and Issue: The Two -Family Residence (R-2) and 41-247.5, 41-249, Townhouse Standards: Townhouse standards have not been updated since 41-250, 41-251, & Clarifies language and re- 1991 and do not reflect current housing trends. 41-273 through defines "townhouse" to be 41-289 consistent with Building Amendment Resolution: Creates additional Code terminology, opportunities for low to medium density housing and simplifies development helps address the City's Regional Housing Need standards, allows for the Allocation (RHNA) numbers. construction of 3 story townhouses subject to approval of a CUP and modifies off-street parking ratios. Er / .7/" ►-L Zoning Ordinance Amendment No. 2018-04 - Amend Various sections of Chapter 41 of the SAMC and sections of SD -19 and SD -40 January 15, 2019 Page 3 01900s) Subject tasues antl Resolutions 41-668 Development Project Issue: Service stations require special attention to Review: site design and traffic circulation to ensure minimal Requires new service- impacts to potentially sensitive neighboring land uses stations to go through the and streets. A comprehensive analysis by the city's development project Building Division, Planning Division, Police review process. Department, Public Works Agency and Orange County Fire Authority (OCFA) is warranted for this type of use. Amendment Resolution: Creates a formal review process for new service stations. SD 19 & SD40 French Park and Issue: Both SD -19 and SD -40 are considered Heninger Park Review historical districts that require projects to be reviewed Authority: Amends administratively and/or by the Historic Review language to clarify major Commission for major modifications. The language modification process and currently contained within these specific review authority. developments is unclear on which body of government is authorized to review major exterior modifications. In addition, both specific developments wording and format is different. Amendment Resolution: Creates a clear and uniform process for modifications of structures within these specific developments districts. At a special meeting on October 8, 2018, staff presented the proposed amendments to the EDIBIT Committee and, at that time, the committee recommended staff to proceed with the proposed amendments as proposed. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #3 - Economic Development, Objective #2 (create new opportunities for business/job growth and encourage private development through new General Plan and Zoning Ordinance policies), Goal #5 - Community Health, Livability, Engagement & Sustainability, Objective #3 (facilitate diverse housing opportunities and support efforts to preserve and improve the livability of Santa Ana neighborhoods). 75A-3 Zoning Ordinance Amendment No. 2018-04 - Amend Various sections of Chapter 41 of the SAMC and sections of SD -19 and SD -40 January 15, 2019 Page 4 FISCAL IMPACT There is no fiscal impact associated with this action. Minh Thai Executive Director Planning and Building Agency JG:fg SARFCA\2019\01-18-1920A No. 2018 -MMA No. 2018-04 RFCA.doc Exhibits: A. Planning Commission Staff Report B. Ordinance 75A-4 REQUEST FOR Planning Commission Action PLANNING COMMISSION MEETING DATE: DECEMBER 10, 2018 TITLE: PUBLIC HEARING —ZONING ORDINANCE AMENDMENT NO. 2018-04 TO AMEND SEVERAL SECTIONS OF CHAPTER 41 OF THE SANTA ANA MUNICIPAL CODE AND SECTIONS OF SPECIFIC DEVELOPMENT NO. 19 AND SPECIFIC DEVELOPMENT NO. 40 — CITY OF SANTA ANA, APPLICANT (STRATEGIC PLAN NO. 3,2; 5,3) Prepared by Jerry C. Guevara Executive Director RECOMMENDED ACTION PLANNING COMMISSION SECRETARY APPROVED ❑ As Recommended ❑ As Amended ❑ Set Public Hearing For DENIED ❑ Applicant's Request ❑ Staff Recommendation CONTINUED TO Planning Manager Recommend that the City Council adopt an ordinance approving Zoning Ordinance Amendment (ZOA) No. 2018-04 to amend several sections of Chapter 41 (Zoning) of the Santa Ana Municipal Code (SAMC) and sections of Specific Development No. 19 (SD-19)/French Park and Specific Development No. 40 (SD -40)/ Heninger Park. Executive Summary The City of Santa Ana is requesting approval of several amendments to Chapter 41 (Zoning),of the Santa Ana Municipal Code (SAMC) to provide greater oversight and public input for certain developments, streamline certain processes, clarify and revise certain language and standards, and update outdated code provisions to address current development, economic and housing trends. Protect Background In 2017, the City began a series of zoning code revisions intended to streamline the development process and update outdated development standards. The latest amendments were approved by City Council in November 2017. The proposed amendments included in ZOA No. 2018-04 continue this effort. Prolect Description and Analysis Staff is proposing to amend several sections of Chapter 41 (Zoning) of the SAMC and sections of SD -19 and SD -40. These amendments are described and analyzed in Table 1: Summary of Amendments, below. 7 rEvh;h5 A Zoning Ordinance Amendment No. 2018-04 December 10, 2018 Page 2 Table 1: Summary of Amendments Code Section(s) Subject Issues and Resolutions 41-150.5,41-365, Schools: Requires Issue: Schools within the R1, R2, R3, R4 and RE 41-365.5, 41-412.5, approval of a conditional zoning districts currently require approval of a 41-424, 41-424.5, use permit (CUP) for conditional use permit by the Planning Commission. 41-521, 41-522, 41- schools within all zoning However, schools within the O, C1, C2, C4, C5 and 584, 41-584.5 and districts. Refer to "Exhibit CSM zoning districts do not require approval of a 41-638 2" for a comparison conditional use permit and are allowed "by right" if the analysis of other local school complies with all development standards and cities review process of parking ratios. Uses allowed "by right" are reviewed schools. administratively by staff and do not require approval by the Planning Commission and/or City Council and in most cases minimal public input is involved. The City has recently received and processed applications for new schools in close proximity to sensitive land uses, raising concern's by Santa Ana residents. Schools can create Impacts to the general vicinity, such as traffic and noise, if not properly evaluated. Because of this, staff is requesting that a CUP be required for schools in all zoning districts. This will allow for public input during the public hearing and will allow for conditions to be placed on the school to mitigate or eliminate any potential effects on adjacent properties. Amendment Resolution: Creates consistency throughout all zoning districts and creates a process to allow for formal public input on new schools. In addition, the amendment creates a tool to require, when needed, additional analysis and studies to ensure schools will have no or minimal impacts on the surrounding land uses. Review of Public, Charter and Private Schools: Public schools are governed by School Districts that have been established by the State of California. Because of this, public schools can exempt themselves from city planning and building regulations. However, when establishing a new public school within a city jurisdiction, the School District is required to consult with the local jurisdiction, but have the option of exempting themselves from local zoning and building codes. Charter schools, on the other hand, are required to comply with the local zoning and building regulations. However, if the charter school occupies a public school facility that has been exempted from local 75A-6 Zoning Ordinance Amendment No. 2018-04 December 10, 2018 Page 3 Code,SecNon(sJ Subject ., Issues and,.'Resolut/ons zoning and building ordinances, then such charter school is exempt from local regulations. Private schools are subject to city zoning and building re ulations. 41-160, 41-246, Two -Family (R2) and Issue: The Two -Family Residence (R-2) and 41-247.5, 41-249, Townhouse Standards: Townhouse standards have not been updated since 41-250, 41-251, & Clarifies language and re- 1991 and do not reflect current housing trends. 41-273 through defines "townhouse" to be 41-289 consistent with Building Amendment Resolution: Creates additional Code terminology, opportunities for low to medium density housing and simplifies development helps address the City's Regional Housing Need standards, allows for the Allocation (RHNA) numbers. constriction of 3 story townhouses subject to approval of a CUP and modifies off-street parking ratios. Refer to OExhibit 3" for an off-street parking comparison analysis of other cities parking ratios. 41-668 Development Project Issue: Service stations require special attention to Review: site design and traffic circulation to ensure minimal Requires new service- impacts to potentially sensitive neighboring land uses stations to go through the and streets. A comprehensive analysis by the city's development project Building Division, Planning Division, Police review process. Department, Public Works Agency and Orange County Fire Authority (OCFA) is warranted for this type of use. Amendment Resolution: Creates a formal review process for new service stations. SD 19 & SD40 French Park and Issue: Both SD -19 and SD -40 are considered Heninger Park Review historical districts that require projects to be reviewed Authority: Amends administratively and/or by the Historic Review language to clarify major Commission for major modifications. The language modification process and currently contained within these specific review authority. developments is unclear on which body of government is authorized to review major exterior modifications. In addition, both specific developments wording and format is different. Amendment Resolution: Creates a clear and uniform process for modifications of structures within these specific developments districts. 75A-7 Zoning Ordinance Amendment No. 2018-04 December 10, 2018 Page 4 Zoning and General Plan Sub -Committee On November 7, 2018, staff held a work study session with the Zoning and General Plan Sub - Committee to review the proposed amendments. The sub -committee recommended minor changes to the proposed amendments and suggested that specific requirements/findings be developed for schools. Table 2: CEQA, Strategic Plan Alignment and Public Notification & Community Outreach :CEQA CEQA Type Exempt per Section 15061 (b)(3) Reason(s) In accordance with the California Environmental Quality Act (CEQA) the Exempt or Analysis recommended action is exempt from CEQA per Section 15061(b) (3). This exemption applies to projects covered by the general rule that CEQA applies only to projects that have the potential for causing a significant effect on the environment. Where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment, therefore, the activity is not subject to CEQA. Strategic Plan Alignment Goal(s) and Approval of this item supports the City's efforts to meet Goal No. 3 - Economic Policy(s) Development, Objective No. 2 (create new opportunities for businessfJob growth and encourage private development through new General Plan and Zoning Ordinance policies) and Goal No. 5 - Community Health, Livability, Engagement & Sustainability, Objective No. 3 (facilitate diverse housing opportunities and support efforts to reserve and improve the Iivabilit of Santa Ana neighborhoods). ' Public 'Notification &Community Outreach„ Required The proposed amendments are citywide, and the project site is not located within the Measures boundaries of one single neighborhood association. However, a notice was published in the Orange County Register. At the time of this printing, no correspondence, by phone, written, or electronic, has been received from any members of the public. Conclusion Based oA the analysis provided within this report, staff recommends that the Planning Commi�;i¢n recommend that the City Council approve Zoning Ordinance Amendment No. 2018- 04. / y No. 2018-0420A No. 2018-04 Chapter 41 Amendments.pe 10.22.18.4= Exhibits: 1. Proposed Draft Ordinance 2. Comparison Table of Schools Review Process 3. Comparison Table of Off -Street Parking Ratios 75A-8 ORDINANCE NO. NS -XX AN ORDINANCE OF THE ;CITY COUNCIL OF THE CITY OF SANTA ANA AMENDING SECTIONS 41-150.5, 41- 199.4, 41-365, 41-365.5, 41-412.5, 41-424, 41-424.5, 41- 521, 41-522, 41-584, and 41-584.5 (Schools), 41-160 AND DIVISION 6 OF ARTICLE III (TOWNHOUSE DEVELOPMENT STANDARDS), 41-246, 41-247.5, 41-249, 41-250 AND 41-251 (TWO-FAMILY RESIDENCE/R2), AND 41-668 (DEVELOPMENT PROJECT,PPCAN) OF THE SANTA ANA MUNICIPAL CODE,/ ,SND GENERAL PROVISIONS OF SPECIFIC DEVELa� M NT NO. 19 (SD- 19)/FRENCH PARK AND SPECIFgpE OPMENT NO. 40 (SD-40)/HENINGER PARK THE CITY COUNCIL OF THE FOLLOWS: Section 1. The City and declares as follows: OF City V ORDAIN AS Ana hereby finds, determines A. Various secfions,of Chapta�r�1 (ZbniniJ)of th�gnta Ana Municipal Code (SAMC)pt 7ve beef@@vised p nQQdi��y/o��er t e la t�several years to respond to changes�n dei apment, 0 pt ne�u rmitting procedures, and to comply vJit hange �o State nd�Federal laws. In a continuing effort to establish high ality Slopme t�s�tandards and to create a user-friendly enviro ent f r�sidents�ai��the usiness community within the City, the /Planning��iv,'sion\!'s�proposing`revisio�s to various sections of Chapter 41 (Zoning) of�h SAf�71C�apd to Specific Development 19 (SD-19)/French Park rld Specific DqviEklopmeri No. 40 (SD-40)/Heninger Park. B. Afte�'a\thorough �nalysis dYthe current code requirements in the City, staff identified several §e�tions of the code for amendments necessary to ensure clear, uhio�m, and Iggally consistent regulations. The proposed amendments will enable thea It to implement a regulatory framework that protects the health, safet,, n //welfare of the City and limits undue strain on home owners, business operators and developers. C. On December 10, 2018, the Planning Commission held a duly noticed public hearing and voted to recommend that the City Council adopt Zoning Ordinance Amendment No. 2018-04. D. The City Council, on January 15, 2019, held a duly noticed public hearing on this ordinance and has considered all testimony presented thereto. 75A-9 Section 2. The proposed ordinance has been reviewed with respect to applicability of the California Environmental Quality Act ("CEQA") and the State CEQA Guidelines (California Code of Regulations, Title 14, Section 15000 et seq.). The project is exempt from CEQA as it can be seen with certainty that there is no impact on the environment [Section 15061(b) (3)] and a Notice of Exemption will be filed upon adoption of this ordinance. Section 3. Section 41-150 (Reserved) of Chapter 41 of the SAMC is hereby amended to read as follow: Sec. 41-150.5. — Reserved Schools. Section 41-42.5. Section 4. Section 41-160 (Town amended to read as follow: Sec. 41-160. — Townhouse. of,,ChA.pter 41 the SAMC is hereby or more attached dwelling units; extends frbound tib to roof with a yard or public way on two or more sides; and \ \ \ ((c) has its own extori§r entrance. Section 5. SI tiofi. 1-199.4 (Schools) of Chapter 41 of the SAMC is hereby added to read as follow. Sec. 41-199.4. — Schools Notwithstanding any other provisions of this Chapter, schools, as defined by Sec. 41- 150.5, may be conducted in the R1. R2, R3, R4, RE, O, C1, C2, C4, C5 and CSM zoning districts, provided they are developed in accordance with the limitations hereinafter set forth, and provided a conditional use permit if first obtained in accordance with Sections 41-630 through 41-651 of this Chapter. Schools shall not be 75A-10 permitted in a specific development, specific plan, or other districts unless explicitly set forth as a permissible use. A conditional use permit shall be issued in accordance with Section 41-630 through 41- 651 only if the following requirements are met: (a) minimize traffic and noise impacts on adjacent properties. (b) (c) (d) (e) (1) of regulations) of Chapter 41 of the SAMC is Sec. 41-246. — Applicability of regulations. R-2 (Two -Family Res`e7e) districts are specifically subject to the regulations contained in this Division, except that one -family dwelling unit on a single lot is are subject to the design and development standards set forth in Division 3 of this Article, townhouses are subject to the design and development standards set forth in Division 6 of this Article, and nonresidential uses allowed under section 41-247.5 are subject to the design and development standards set forth in Division 12 of this Article. 75A-11 Section 7. Section 41-247.5 (Uses subject to a conditional use permit in the R2 district) of Chapter 41 of the SAMC is hereby amended to read as follow: Sec. 41-247.5. — Uses subject to a conditional use permit in the R2 district. (a) Any use which may be permitted in the R1 district subject to the issuance of a conditional use permit pursuant to Section 41-232.5 may likewise be permitted in the R2 district subject to a conditional 'use permit. (b) Care homes, as defined by Section previously were permitted pursuant tc permit and subsequently lost the per of this Chapter. l , top of the structure. Section 8. Section 412�4� (Side yards in the R2 district) aW Chapter 41 of the SAMC is hereby Sec. 41-249. — There shall be a Sec. 41-250. — There shall be a €ash sid f;� th� ion corner (10) feetfer �i\baildiag set forth in ArtldII7VI nonconforming solely fob the standard set by this least three (3) feet wide. the of hot, less 41 (20) .5 of this Chapter, which dly, issued conditional use pursuant to the provisions R2 district), Section 41-250 yards in the R2 district) of from the street. If there aro -d sig* be of not less than five (5) feet fGF each bUildiag the side)yard on the street side shall be not less than ten the street. The restrictions on nonconforming buildings his Chapter shall not apply to buildings which are aason that they do not have interior side yards meeting i, provided the interior side yards of such building are at Sec. 41-251. — Rear yards in the R2 district. There shall be a rear yard of not less than fifteen (15) feet fain eaGh dwelliRg unit fro- Such rear yard may be reduced to not less than ten (10) feet in width, provided that the development site it -has at least one thousand two hundred (1,200) square feet of open space area, exclusive of front and side yard areas. 75A-12 Section 9. Division 6 (Townhouse Standards) of Article III of Chapter 41 of the SAMC is hereby amended to read as follow: DIVISION 6. - TOWNHOUSE DEVELOPMENT STANDARDS Sec. 41-273. - Applicability of division. i Townhouse developments are specifically subject to the regulations contained in this division. Sec. 41-274. - Minimum development site size. The minimum development site size shall be contiguous land, with a minimum street frontage of Sec. 41-275. — Minimum lot area per The minimum lot area shall be three Sec. 41-277. - Building (a) No primary structure in height, as measu the top of-the_structi (b) Sec ,1127 No more than fifty (50) Sec. 41-279. `kf�r pt yard. Sec. 41-280. - Side (12,000) square feet of feet. (27) feet or two (2) stories t grade of the structure to fifteen (15) feet or one (1) story in shall be covered by structures. have afront yard -e€ not be less than twenty (20) feet. €ash sSide yard of a towRhouse shall be not be less than ten (10) feet. Side yards which front on a local street shall be a minimum of ten (10) feet. Side yards that front on an arterial street shall be a minimum of fifteen (15) feet. Sec. 41-281. - Rear yard. EanhtewRhews Rear yard shall have a FeaF yaFd ^f not be less than fifteen (15) feet. 75A-13 Sec. 41-282. — Off-street parking. (a) Off-street parking shall be provided comply per Table 41-282. asF^'�:s I Table 41-282 Townhouse Development Parking Standards # of Bedrooms # of Required Off -Street Parkin 2 bedrooms 2.0 garage space's per unit 1 3 or more bedrooms 2.0 garage spaces per unit and 1.0 (covered or uncovered ace per unit, plus 0.5 spaces a/r ch bedroom over 3 bedrooms' # of Guest Parking 1. 0.5 spaces per unit 1. Required garage space maybe tandem spa s 2. if the parking ratio is n t a hole number, then e�r of required parkingshall be ext higher whole nu bar Sec. 41-283. — Open space. c..r A tnyin.hn-Use a,,..,,i,..... eRt beth p !rivate and common open space shall be provided within the project. Minimum open space requirements for Wwataease deve;ep. encs are as follows: (1) Private open space: 75A-14 (a) Shall a singgle pPrivate open space shall be no less than two hundred fifty (250) square feet per unit, with a minimum dimension Of tea (40 six 6 feet in each direction. j (sb) Private open space -Sshall be accessible from the unit's kitchen, dining area, den, family room, master bedroom and/or living room. (2) Common open space: (a)��"o„�-�-a s7 , e eComi less than two hundred minimum of fifteen (15�) (b) be counted to satisfy Sec. 41-284. — Fences. (a) A fence plan for any for revievGnd appro\ (1) each di shall be equivalent to no re feet per unit, with a may shall not -oject shall be submitted or his/her designee. The dimension the location, size and (2) Th �'pan �ball provide elevations demonstrating the architectural commppli, y'ht�he proposed fences with the proposed project. II include installation specifications ensuring long term proposed fencing. (Ol Sec. 41-285. — Building separation. The building separation between primary structures shall be not less than twenty (20 fifteen 15 feet. 75A-15 Sec. 41-286. — Access. (b) A front door must face the street or a common area. I (c) No exterior stairwells shall be 'Permitted en units abutting street ^^exited yards. Sec. 41-287. — Storage space. For each tew heuse unit, there shall be a sepa t , en" o ed area reserved for the occupants of s4ch4unit. u?. located inside the garage of theun t or elsewherq TSuch least two hundred fifty (250) cubic feet in 'z! and shN�I have four (4) feet by eight (8) feet. '? Sec. 41-288. — Landscaping. All yards shall be landscaped with >;e exce=do of aDDro d by the Planning Mana r o is/her d si nee�. a6b t wnh s the following mini "Ing stan �1 (a) Fro (2) All lockable storage space storage space may be y'thin the development �rarge space shall be at Almum dimensions of development shall meet e -gallon size shrubs and ten (10) one -gallon size erbace .u; perennials/shrubs as a foundation planting. (4) Tu s`or cceptable dry climate ground cover: a. Turf shall be drought tolerant variety and planted as sod or hydroseed. b. Ground cover shall be well -rooted cuttings from flats and planted as appropriate spacing for that particular plant material. (5) Root barriers shall be required on all trees. 75A-16 (b) Side yard: Comer lots shall have one (1) 15 -gallon size tree for every thirty (30) linear feet of property abutting a street plus six (6) five -gallon size shrubs as a foundation planting. Root barriers shall be required on all trees planted along the street -oriented yards. (c) Project perimeter walls: (1) Flowering vines shall be secured to a decorative masonry wall or wood fence material. (2) The vines shall be five-gallonand be planted at 20 -foot intervals. They shall be sec�red'to`th\\om ith eye hooks and wire. (3) Espaliered shrubs, ut trees, or othe�taI treesmay be substituted for the flowerinct vines. /1 (d) Irrigation system: (1) All planting �ygt_ermmA oll'yaLa used in b All irrig dual or (e) Screehln�y /; ire s\us edesignb ith an automatic irrigation p -up sT klei yp iCr atiq system shall be provided Drip, ' �bb,�O V of eer Iqw gallonage systems may be areas nd r) rrow stn s� dry cl dry climate type plant materials is ms may require special fittings to shall be equipped with a controller capable of n programming. (1) All meters shall be appropriately screened from public view with trellis work and vines, a hedge type shrub or be incorporated into the residential structure. (2) Any enclosed structure for utilities must not encroach into the required setback. (f) Maintenance: All plant material shall be maintained per section 41-609 of this Code. 75A-17 (g) [Gemptianee—wit# a#i Landscaping shall be installed and maintained in compliance with Article XVI of this Chapter (Water Efficient Landsca a Standards , Sec. 41-289. - Reserved. Section 10. Section 41-365 (Uses permitted in the C1 district) and Section 411- 365.5 (Uses subject to a conditional use permit in the C1 district) of Chapter 41 of the SAMC is hereby amended to read as follow: Sec. 41-365. – Uses permitted in the C1 district. The following uses are permitted in the C1 (a) Retail and service uses. (b) Professional, administrative (c) Automobile (d) Automobile sales, (e) (fl san G) (k) and boat sales. (1) Golf courses, both regulation and miniature, and driving ranges. (m) Public utility structures, including electric distribution and transmission substations. (n) Restaurants, cafes, and eating establishments, other than those specified in section 41-365.5. (o) Seheels and sStudios operated for commercial or public purposes. 75A-18 (p) Childcare facilities. (q) Service stations. 1 (r) Automobile servicing. (s) Cyber cafes, subject to compliance with the requirements of section 41- 198.200. (t) Tattoo and/or body art establishments,µ , utj ct to the development and operational standards set forth in sect', n 4 199.3. Sec. 41-365.5. — Uses subject to a conditi} use perm 1 the C1 district. The following uses may be permitted i Jihe C1 district subje' the issuance of a conditional use permit: (a) Clubs. (b) Outdoor and indoor a 'o or ent Pi ment uses other than those set forth in section 41- (c) Hotel ding hos s _ca ho— ratemity houses and sorority hous� (d) Tthri-f#, shop§ pcha � a - loan, wn shops. (e Eatin li�sh'1'Ment ��hrough window service. '`, (f) Eating estab� �oen at any time between the hours of 12:00 a.m. nfr:,. 5.00 a and lo`Eated within one hundred fifty (150) feet of red tial) z�n' d or usedproperty, measured from property line to l Q Y Q_ P P Y (g) Laundromilit�-Ksubject to the development and performance standards set forth in section 41-199. (h) Retail markets having less than twenty thousand (20,000) square feet of floor area which are open at any time between the hours of 12:00 midnight and 5:00 a.m. (i) Check cashing facilities, as defined by Section 41-42.7. 75A-19 (j) Banquet facilities, subject to development and operational standards set forth in section 41-199.1. (k) Banquet facilities as an ancillary use, subject to development and operational standards set forth in section 41-199.1. (1) Adult day care facilities. (m) Superstores. (n) Tattoo and/or body art establishments 'of 12:00 a.m. and 7:00 a.m., subject i standards set forth in section 41-199, (o) Section 11. Section 41-412.5 C4 district) of Chapter 41 of the SAMC Sec. 41-412.5. — Uses subject The following uses may be perm conditional use oermitE' (a) houses. Wany time between the hours development and operational permit in the read as it in the C4 district. to the issuance of a houses and sorority stores, and home improvement drive-through window service. (d) Epi iestablis nients open at any time between the hours of 12:00 a.m. and ` : 0 a. nd located within one hundred fifty (150) feet of re ,Iden 'allyzoned or used property, measured from property line to property 1111@40C i , (e) Laundromats, subject to the development and performance standards set forth in section 41-199. (f) Retail markets having less than twenty thousand (20,000) square feet of floor area which are open at any time between the hours of 12:00 midnight and 5:00 a.m. (g) Check cashing facilities, as defined by section 41-42.7 of this Code. 75A-20 (h) Banquet facilities, subject to development and operational standards set forth in section 41-199.1. 1 I (i) Banquet facilities as an ancillary use, subject to development and operational standards set forth in section 41-199.1. Q) Adult day care facilities. (k) Superstores. ,, (1) Tattoo and/or body art establishments • e at any time between the hours .�, of 12:00 a.m. and 7:00 a.m., subteto't e evelopment and operational standards set forth in section 41- (m) ' Schools, as defined by Sec An, Wf-150.5. Section 12. Section 41-424 (Uses p tted ith C5 distnt)� nd Section 41- 424.5 (Uses subject to a conditional use perm` i e� < district) of l�pter 41 of the SAMC is hereby amended to rea kas low: Sec. 41-424. — Uses permitted in{ ` is -Oct. The following uses a ,er'� in the C • distr ct' (a) Admit tive an rofessio al dffices. Automo�le6.parki dots, but`�xclbding the sale or storage of automobiles, trucks, trail b D �ao,� tractors, whether new or used. (d) h ches, chapels, mortuaries, and theaters. (e) Gove ` ent bGil ngs. (f) Restaurants a d cafes, other than those specified in section 41-424.5. (g) Ssbeels aad 6Studios operated for commercial or public purposes. (h) Child care facilities. (i) The printing, publishing, and circulation of a newspaper, including plant and office. 75A-21 Q) Two-family dwellings not exceeding one (1) unit per three thousand (3,000) square feet of lot area, provided such units front on a secondary or local street. i (k) Cyber cafes subject to compliance with the requirements of section 41- 198.200. I I (1) Gymnasiums and health clubs. Sec. 41-424.5. — Uses subject to a conditional use The following uses may be permitted in the conditional use permit: (a) Hotels, motels, lodging hs `sr care hom sorority houses. (b) Dwelling units structure when uses. (c) Hospital — (d) Publ�I ilii ty s substat' �Eati'nn sesta 'I (f) Service t t n: (g) r wash est :C kx. � (h) La ies. (1) Indoors ap'r in the C5 district. to the issuance of a houses, and ;d ali wIT e"'' 'round floor commercial k; floor is ev ted exclusively to nonresidential and transmission or walk-up window service. they are wholly enclosed. bulk merchandise stores, and home improvement Q) Eating establishments open at any time between the hours of 12:00 a.m. and 5:00 a.m. and located within one hundred fifty (150) feet of residentially zoned or used property, measured from property line to property line. (k) Laundromats, subject to the development and performance standards set forth in section 41-199. 75A-22 (1) Retail markets having less than twenty thousand (20,000) square feet of floor area which are open at any time between the hours of 12:00 midnight and 5:00 a.m. (m) Banquet facilities, subject to development and operational standards set forth in section 41-199.1. (n) Banquet facilities as an ancillary use, subject to development and operational standards set forth in section 41-199.1. (o) Adult day care facilities. (p) Superstores. (q) Section 13. Section 41-521 Uses\dettfted i e C SM ils ict and Section 41-522 (Uses subject to a conditional usem e SM distnc o Chapter 41 of the SAMC is hereby amended aSkTOlIOW: Sec. 41-521. — Uses permitted The following uses (a) (0) (e) M offices. clubs, and martial arts studios. including electric distribution and transmission (g) Restaurants, cafes, coffeehouses, and eating establishments, other than those provided in section 41-522, excluding the establishment of drive through service facilities. (h) S6beels and sStudios operated for commercial or public purposes. (i) Child care facilities. 75A-23 0) Art galleries, museums and exhibit halls. (k) Plant nurseries. I I (1) Theaters. (m) Furniture stores. i (n) Youth amusement rides ancillary to grocery, general merchandise and department retail store uses. Sec. 41-522. — Uses subject to a conditional I The following uses may be permitted in the -S conditional use permit: (a) Clubs, lodges and fraternal or (b) Outdoor and indoQ_reatio clubs, other than the s h in (c) Hotels, moiejs, lodginr4ses, Pm the C -SM district. district su 'e t to the issuance of a 1-521. uses'ihcluding night houses and sorority (d) Thriftish resale =tires, an i u shops an collectable stores, excluding pawn 12, nd atigri hous s ojie`vn`a 5riy time between the hours of 12:00 and Ibated within one hundred fifty (150) feet of used property, measured from property line to line. (f) Lai omats (g) Ancilla F tdo 'r dining facilities located in the front yard area. (h) Banquet facilities, subject to development and operational standards set forth in section 41-199.1. (i) Banquet facilities as an ancillary use, subject to development and operational standards set forth in section 41-199.1. 0) Automobile repair and automobile servicing. 75A-24 (k) Retail markets having less than twenty thousand (20,000) square feet of floor area which are open at any time between the hours of 12:00 midnight and 5:00 a.m. (1) Churches and accessory church buildings. (m) Schools, as defined by Section 41-150.5. I Section 14. Section 41-584 (Uses permitted in the O district) and Section 41- 584.5 (Uses subject to a conditional use permit in the O i, rict) of Chapter 41 of SAMC is hereby amended to read as follow: Sec. 41-584. — Uses permitted in the O The following uses are permitted in the O (a) Open-air recreational and b trails, and buildings and uses (b) Government buildi g, facilities, quasi-publIN uses accessory theret Sec. 41-584.5. — U st 'e; to a The following uses �� be p r ii conditional use permit. , )t Coteau ity gartlsol b>)�, Produce r� enho s� (c) `I `o , pretive ct' s (d) Schof as defim d b bike or bridle and a-faGil;t esi public utility flood -control structures, and the O district. O district subject to the issuance of a organizations. and nurseries with no retail sales. Section 15. Secti5n 41-668 (Definitions) of Chapter 41 of SAMC is hereby amended to read as follow: Sec. 41-668. — Definitions. (a) Development Project. As used in this division, the term "development project" includes any of the following projects: (1) The new construction of any building or buildings, and additions to any existing building or buildings, if new floor space of two 75A-25 (2) (3) thousand five hundred (2,500) square feet or more is constructed or added; but excluding the following: Single family homes; b., Room additions to duplexes; C. j Tenant improvements not involving a change of use; d. Facade improvements; e. Equipment covers or struucctur`sto a cover equipment. Tenant improvements invo4in /a i.tensification or change in occupancy classification. (34) Any project that requl s a dis�ctionary a, val, excluding conditional (set permits Ker of eatin tablishments between the\hour Qf 12:00 a`r�. Ed 5:00 a.m. and conditional use permits for th \sS e © Icoholic b@ve�ages. (b) Discretio ary a proval. useii.in'this di0i�ibri, the term "discretionary appro I" mean con jtti nal� pe it, ir�riance, minor exception, tent tive map�app oval, ch rfg�in se�dstrict designation, or similar entitle en�for de e�opment h granting of which involves the exercise of discretion ,91 er)ban-the planroval process set forth in this division. :ion 1'6-,,�Section 8s(Gener-a PfoNsidns) of Specific Development No. 19 Chapter 41�othe d/SMC is here y,amended to read as follow: Section All new constrLct7onn, excluOn'g interior modifications, and including the restoration, rehabilitation, alteration, go6ersion and/or addition of any structure involving modification to the e bio of a structure within the area as defined as Historic French Park District (SD -19) shall proceed through the following established review process. This includes review of structures destroyed by natural occurrences, pursuant to SAMC Sec. 41-682. Final appF.yal shall be . Rted by the oi...,.,•.,.. Commission GUIDELINES AND STANDARDS. The architectural design guidelines used by City staff and the French Park Architectural Review Committee (Committee) and adopted by resolution by the City Council, is entitled "Historic French: Its Architectural Legacy and Design Guidelines" French Park Guidelines). All projects must adopt one of the historical architectural 75A-26 styles of the district which is identified in the Guidelines. All accessory structures shall comply with these architectural design guidelines. 2. NEIGHBORHOOD REVIEW. The French Park Architectural Review Committee is a volunteer group comprised of French Park neighborhood residents and/or property owners shah who are authorized to review proposals for new construction restoration, rehabilitation, alteration, conversion and/or additions to an existing structure within the boundaries of SD -19 A Neighborhood Review Application shall be submitted to the Committee for comments. Neighborhood Review Applic4tion'for is-ia cI'ance with the French Park Guidelines and is-is-�orr Mance with the Sectary of the Interior's Standards for Rehabilitation and Guidelines for f2e6bilitatin Historic Buildings. 71,,0 r,.d shall + Z .+ s the Q4 4— al Feyieyi Presess. If there is nonan active Com ittee, by request of`th French Park Neighborhood Associatioh-Chai ers%n Citv staff shall provide the sole Neighborhood Review evaluation. 3. EXCEP 11 ON--S-.-,ell pr oj c e ept hose a wiring any discretionary ac r( ire xe eTptafrom t e D ,lopm n�RJoject Plan approval process as se o??tth in Se tj ns 41-6�8 through 674 of the SAMC. 4. �Hj ORIC\R' �Ol1RCES**COM ��ISSION APPROVAL. Final approval of ,�maior, exierior�mgdifica brys�sftalLbe granted by the Historic Resource _,French Fpr Architectural Review Committee comments are te-be ��e shall be included into staffs evaluation and recd i\en�d iin�to the Historic Resource Commission. The decision of the Historic Resource Commission regarding approval of the major exterior modifications shall be final unless an appeal is filed as set forth in Section 30-8 of Chapter 30 of the SAMC. 75A-27 Section 17. Section General Provisions (General Provisions) of Specific Development No. 40 (SD -40) of Chapter 41 of the SAMC is hereby amended to read as follow: GENERAL PROVISIONS All new construction, excluding interior modifications and including the restoration rehabilitation, alteration, conversion and/or addition of any structure involving modification to the exterior of a structure within the area as defined as Heninger Park District (SD -40) must Proceed through the following established review process This includes review of structures destroyed by natural occurrences pursuant to SAMC Sec 41-682. 75A-28 A. GUIDELINES AND STANDARDS. The architectural design guidelines used by City staff and the Heninger Park Architectural Review Committee Guidelines). All projects must adopt one of the historical architectural styles of the district, which is identified in the Guidelines. All accessory structures shall comply with these architectural design guidelines. B. NEIGHBORHOOD REVIEW. The Heninger Park Architectural Review Commission regarding approval of the major exterior modifications shall be final unless an appeal is filed as set forth in Section 30-8 of Chapter 30 of the SAMC. 75A-29 Section 18. If any section, subsection, sentence, clause, phrase or portion of this ordinance for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this ordinance. The City Council of the City of Santa Ana hereby declares that it would have adopted this ordinance and each section, subsection, sentence, clause phrase or portion thereof irrespective of the fact that any one or more sections, subsections, sentences, clauses, phrases, orl portions be declared invalid or unconstitutional. ADOPTED this APPROVED AS TO FORM: Sonia R. Carvalho City Attorney /_\'/*3 NOES: ABSTAIN: Councilmembers NOT PRESENT: Councilmembers 75A-30 CERTIFICATE OF ATTESTATION AND ORIGINALITY I, MARIA D. HUIZAR, Clerk of the Council, do hereby attest to and certify that the attached Ordinance No. NS -XXX to be the original ordinance adopted by the City Council of the City of Santa Ana ons , and that said ordinance was published in accordance with the Charter of the City of Santa Ana. Date: Clerk of the ( City of Santa 75A-31 This page left blank intentionally. 75A-32 COMPARISON TABLE OF SCHOOL REVIEW PROCESS Public: Permitted by right (No Conditional Use Permit r School sites are chosen in advance and in accordance district master plan. Private: A Conditional Use Permit is required school 75A-33 Charter: Not specified — Garden Grove !rA Conditional Use Permit is required for both public and private �!! � schools I Costa Mesa ! A Conditional Use Permit is required for both public and private schools Tustin '' A Conditional Use Permit is required for both public and private v schools L--- - -- ---- Fountain Valley A Conditional Use Permit is required for both public and private schools 75A-33 COMPARISON TABLE OF OFF-STREET PARKING RATIOS - -, Costa Mesa Studio = 1.5 /unit --�o- /un__—___._� F0. i5 it � 1 bedroom = 2 / unit it ,i 2 bedrooms = 2.5 / unit 3 or more bedrooms = 3.5 / unit i Irvine Studio = 1 / unit 0.7 / unit 1 bedroom = 1.5 / unit 2 or more bedrooms = 2 / unit Anaheim Studio = 1.25 / unit 0.25 /unit 1 bedroom = 2 / unit ;1 2 bedrooms = 2.25 / unit 3 or more bedrooms = 3 / unit + 0.5 space per each II bedroom over 3 bedrooms Orange Studio = 1.2 / unit - - - - _- - - 0.2 / unit --- _. 1 to 2 bedrooms = 1.7 / unit 3 bedrooms = 2.4 / unit Los Angeles Studio - 2 bedrooms = 1 / unit 5 / each 30 3 bedrooms = 1.5 / unit units 3 or more bedrooms = 2 / unit Long Beach Studio = 1 / unit 0.25 / unit 1 bedroom = 1.5 / unit 2 or more bedrooms = 2 / unit Pasadena 1 space per unit if less than 650 SF !i 2 spaces per unit if more than 650 SF 75A-34 1-1 / each 10 units LS 1.15.19 ORDINANCE NO. NS-XXXX AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AMENDING SECTIONS 41-150.5, 41- 199.4, 41-365, 41-365.5, 41-412.5, 41-424, 41-424.5, 41- 521, 41-522, 41-584, and 41-584.5 (SCHOOLS), 41-160 AND DIVISION 6 OF ARTICLE III (TOWNHOUSE DEVELOPMENT STANDARDS), 41-246, 41-247.5, 41-249, 41-250 AND 41-251 (TWO-FAMILY RESIDENCE/R2), AND 41-668 (DEVELOPMENT PROJECT PLAN) OF THE SANTA ANA MUNICIPAL CODE, AND GENERAL PROVISIONS OF SPECIFIC DEVELOPMENT NO. 19 (SD- 19)/FRENCH PARK AND SPECIFIC DEVELOPMENT NO. 40 (SD-40)/HENINGER PARK THE CITY COUNCIL OF THE CITY OF SANTA ANA DOES ORDAIN AS FOLLOWS: Section 1. The City Council of the City of Santa Ana hereby finds, determines and declares as follows: A. Various sections of Chapter 41 (Zoning) of the Santa Ana Municipal Code (SAMC) have been revised periodically over the last several years to respond to changes in development, to adopt new permitting procedures, and to comply with changes to State and Federal laws. In a continuing effort to establish high-quality development standards and to create a user-friendly environment for residents and the business community within the City, the Planning Division is proposing revisions to various sections of Chapter 41 (Zoning) of the SAMC and to Specific Development 19 (SD-19)/French Park and Specific Development No. 40 (SD-40)/Heninger Park. B. After a thorough analysis of the current code requirements in the City, staff identified several sections of the code for amendments necessary to ensure clear, uniform, and legally consistent regulations. The proposed amendments will enable the City to implement a regulatory framework that protects the health, safety and welfare of the City and limits undue strain on home owners, business operators and developers. C. On December 10, 2018, the Planning Commission held a duly noticed public hearing and voted to recommend that the City Council adopt Zoning Ordinance Amendment No. 2018-04. D. The City Council, on January 15, 2019, held a duly noticed public hearing on this ordinance and has considered all testimony presented thereto. EXHIBIT B 75A-35 'Section 2. The proposed ordinance has been reviewed with respect to applicability of the California Environmental Quality Act ("CEQA") and the State CEQA Guidelines (California Code of Regulations, Title 14, Section 15000 et seq.). The project is exempt from CEQA as it can be seen with certainty that there is no impact on the environment [Section 15061(b) (3)] and a Notice of Exemption will be filed upon adoption of this ordinance. Section 3. Section 41-150 (Reserved) of Chapter 41 of the SAMC is hereby amended to read as follows: Sec. 41-150.5. —Reserved Schools. Section 4. Section 41-160 (Townhouse) of Chapter 41 the SAMC is hereby amended to read as follows: Sec. 41-160. — Townhouse. A townhouse is a single-family dwelling unit that: (a) is constructed in a group of three (3) or more attached dwelling units: (b) extends from foundation to roof with a yard or public way on two or more sides: and (g) has its own exterior entrance. Section 5. Section 41-199.4 (Schools) of Chapter 41 of the SAMC is hereby added to read as follows: Sec. 41-199.4. — Schools Notwithstanding any other provisions of this Chapter, schools, as defined by Sec. 41- 150.5, may be conducted in the R1, R2, R3, R4, RE, O, C1, C2, C4, C5 and CSM zoning districts, provided they are developed In accordance with the limitations hereinafter set forth, and provided a conditional use permit is first obtained in accordance with sections 41-630 through 41-651 of this Chapter. Schools shall not be 75A-36 permitted in a specific development specific plan or other districts unless explicitly set forth as a permissible use. A conditional use permit shall be issued in accordance with section 41-630 through 41- 651 only if the following requirements are met: (a) The orientation of buildings and the positioning of other elements on site. such as entries, fences, parking lots, and driveways are designed to minimize traffic and noise impacts on adjacent properties. (b) Outdoor activity areas are not located within the required front or side yard area and are designed to minimize noise impacts on adjacent uses. (c) Safe pedestrian paths are provided from all parking areas to the primary entrance(s) of all buildings used primarily by students and faculty/staff. (d) Student pick up/drop off areas do not interfere with on-site and off-site vehicular and pedestrian circulation. (e) The applicant has provided the following studies to the Planning Division and any other documents as requested by the Planning Manager that have been deemed appropriate: (1) Traffic Impact Analysis and Traffic Management Plan, (2) School Management and Operation Plan, and (3) Noise Study. Section 6. Section 41-246 (Applicability of regulations) of Chapter 41 of the SAMC is hereby amended to read as follows: Sec. 41-246. — Applicability of regulations. R-2 (Two -Family Residence) districts are specifically subject to the regulations contained in this Division, except that one -family dwelling unit on a single lot is are subject to the design and development standards set forth in Division 3 of this Article, townhouse developments are subject to the design and development standards set forth in Division 6 of this Article, and non-residential uses allowed under section 41- 247.5 are subject to the design and development standards set forth in Division 12 of this Article. 75A-37 Section 7. Section 41-247.5 (Uses subject to a conditional use permit in the R2 district) of Chapter 41 of the SAMC is hereby amended to read as follows: Sec. 41-247.5. — Uses subject to a conditional use permit in the R2 district. (a) Any use which may be permitted in the R1 district subject to the issuance of a conditional use permit pursuant to section 41-232.5 may likewise be permitted in the R2 district subject to a conditional use permit. (b) Care homes, as defined by section 41-41.5 of this Chapter, which previously were permitted pursuant to a validly issued conditional use permit and subsequently lost the permitted use pursuant to the provisions of this Chapter. (c) Townhouse of thirty-five (35) feet or three (3) stories in height, whichever is less, as measured from the lowest adiacent grade of the structure to the too of the structure. Section 8. Section 41-249 (Front yards in the R2 district), Section 41-250 (Side yards in the R2 district) and Section 41-251 (Rear yards in the R2 district) of Chapter 41 of the SAMC are hereby amended to read as follows: Sec. 41-249. — Front yards in the R2 district. There shall be a front yard of not less than twenty (20) feet from the street. 1f *., ire are Sec. 41-250. — Side yards in the R2 district. There shall be a €asks side yard shall be of not less than five (5) feet feF each building fmm the street. On corner lots, the side yard on the street side shall be not less than ten (10) feet fey each building from the street. The restrictions on nonconforming buildings set forth in Article VI of this Chapter shall not apply to buildings which are nonconforming solely for the reason that they do not have interior side yards meeting the standard set by this section, provided the interior side yards of such building are at least three (3) feet wide. Sec. 41-251. — Rear yards in the R2 district. There shall be a rear yard of not less than fifteen (15) feet . Such rear yard may be reduced to not less than ten (10) feet in width, provided that the development site it -has at least one thousand two hundred (1,200) square feet of open space area, exclusive of front and side yard areas. 4 75A-38 Section 9. Division 6 (Townhouse Standards) of Article III of Chapter 41 of the SAMC is hereby amended to read as follows: DIVISION 6. — TOWNHOUSE DEVELOPMENT STANDARDS Sec. 41-273. — Applicability of division. Townhouse developments are specifically subject to the regulations contained in this division. Sec. 41-274. — Minimum development site size. The minimum development site size shall be twelve thousand (12,000) square feet of contiguous land, with a minimum street frontage of one hundred (100) feet. Sec. 41-275. — Minimum lot area per unit. The minimum lot area shall be three thousand (3,000) square feet per unit. Sec. 41-277. — Building height. (a) No primary structure shall exceed twenty-seven (27) feet or two (2) stories in height, as measured from the lowest adjacent grade of the structure to the top of the structure, unless a conditional use permit is approved by the Planning Commission to allow thirty-five (35) feet or three (3) stories in height. (b) Accessory structures shall not exceed fifteen (15) feet or one (1) story in height. Sec. 41-278. — Lot coverage. No more than fifty (50) per cent of the lot shall be covered by structures. Sec. 41-279. — Front yard. EaGh townhouse Front yard shall have a UaRi-yard Gf not be less than twenty (20) feet. Sec. 41-280. — Side yard. t=aoh sSide yard of townhouse shall be not be less than ten (10) feet. Side yards which front on a local street shall be a minimum of ten (10) feet. Side yards that front on an arterial street shall be a minimum of fifteen (15) feet. Sec. 41-281. — Rear yard. €ash townhouse Rear yard shall have a-reaF yard Gf not be less than fifteen (15) feet. 75A-39 Sec. 41-282. — Off-street parking. (a) Off-street parking shall be previded comply per Table 41-282. as#eAews Table 41-282 Townhouse Development Parking Standards # of Bedrooms # of Required Off -Street Parkin 2 bedrooms 2.0 garage spaces per unit 3 or more bedrooms 2.0 garage spaces per unit and 1.0 (covered or uncovered) space per unit. plus 0.5 spaces per each bedroom over 3 bedrooms. # of Guest Parking 1. 0.5 spaces per unit 1. Required garage spaces may be tandem spaces 2. If the aarkOq ratio is not a whole number, the number of required parking shall be the next hi her whole number. (b) Site Access and Circulation. (1) Primary streets. (2) Garages shall be accessed from internal private driveways or alleys. (3) Sec. 41-283. — Open space. eveleprnent. beth pPrivate and common open space shall be provided within the project. Minimum open space requirements W tewn;ws developments are as follows: (1) Private open space: 75A-40 M (a) Shall be a single private open space shall be no less than two hundred fifty (250) square feet per unit, with a minimum dimension of ten (10) gj&M feet in each direction. (sb) Private open space Sshall be accessible from the unit's kitchen, dining area, den, family room, master bedroom and/or living room. (2) Common open space: (a) CL.a"� a single sCommon open space shall be equivalent to no less than two hundred fifty (250) square feet per unit, with a minimum of fifteen (15) feet in each direction. (b) is On addition to yaFd aFeas. Front, ^1- ani yards may shall not be counted to satisfy this requirement. Sec. 41-284. - Fences. (a) A fence plan for any townhouse development project shall be submitted for review and approval to the Planning Manager or his/her designee. The fence plan shall include, but is not limited to, the following: (1) The plan shall delineate and dimension the location, size and materials of all fences. (2) The plan shall provide elevations demonstrating the architectural compatibility of the proposed fences with the proposed project. (3) The plan shall include installation specifications ensuring long term quality of the proposed fencing. Sec. 41-285. - Building separation. The building separation between primary structures shall be not less than twenty (20 fifteen 15 feet. 75A-41 Sec. 41-286. — Access. (ab) A front door must face the street or a common area. (bs) No exterior stairwells shall be permitted on Units abutting street 9�iented yards. Sec. 41-287. — Storage space. For each townhouse unit, there shall be a separate, enclosed, lockable storage space area reserved for the occupants of such townhouse unit. Such storage space may be located inside the garage of the townhouse unit or elsewhere within the development - Such storage space shall be at least two hundred fifty (250) cubic feet in size and shall have minimum dimensions of four (4) feet by eight (8) feet. Sec. 41-288. — Landscaping. All yards shall be landscaped with the exception of approved driveways and walkways by the Planning Manager or his/her designee. Each townhouse develooment shall meet the following minimum landscaping standards: (a) Front yard., (1) One (1) 24 -inch box canopy tree. (2) All trees shall be double -staked. (3) Six (6) five -gallon size shrubs and ten (10) one -gallon size herbaceous perennials/shrubs as a foundation planting. (4) Turf or acceptable dry climate ground cover. a. Turf shall be drought tolerant variety and planted as sod or hydroseed. b. Ground cover shall be well -rooted cuttings from flats and planted as appropriate spacing for that particular plant material. (5) Root barriers shall be required on all trees. 75A-42 (b) Side yard. Comer lots shall have one (1) 15 -gallon size tree for every thirty (30) linear feet of property abutting a street plus six (6) five -gallon size shrubs as a foundation planting. Root barriers shall be required on all trees planted along the street -oriented yards. (c) Project perimeter walls: (1) Flowering vines shall be secured to a decorative masonry wall or wood fence material. (2) The vines shall be five -gallon size and be planted at 20 -foot intervals. They shall be secured to the walls with eye hooks and wire. (3) Espaliered shrubs, fruit trees, or other ornamental trees may be substituted for the flowering vines. (d) Irrigation system: (1) All planting areas must be designed with an automatic irrigation system. A pop-up sprinkler type irrigation system shall be provided for all yards. Drip, bubbler, or other low gallonage systems may be used in buffer areas and narrow strips. (2) The use of "xedphytic" or dry climate type plant materials is encouraged. Irrigation systems may require special fittings to properly water dry climate plantings. (3) All irrigation systems shall be equipped with a controller capable of dual or multiple station programming. (e) Screening: (1) All meters shall be appropriately screened from public view with trellis work and vines, a hedge type shrub or be incorporated into the residential structure. (2) Any enclosed structure for utilities must not encroach into the required setback. (f) Maintenance: All plant material shall be maintained per section 41-609 of this Code. 9 75A-43 (g) Landscaping shall be installed and maintained in compliance with Article XVI of this Chapter (Water Efficient Landscape Standards), Sec. 41-289. - Reserved. Section 10. Section 41-365 (Uses permitted in the C1 district) and Section 41- 365.5 (Uses subject to a conditional use permit in the C1 district) of Chapter 41 of the SAMC is hereby amended to read as follows: Sec. 41-365. — Uses permitted in the C1 district. The following uses are permitted in the C1 district: (a) Retail and service uses. (b) Professional, administrative and business offices. (c) Automobile parking lots and parking structures. (d) Automobile sales, but excluding truck, trailer, tractor and boat sales. (e) Churches and accessory church buildings. (f) Mortuaries. (g) Theaters. (h) Hospitals, clinics, and sanitariums. (i) Animal hospitals and veterinaries. (j) Plant nurseries. (k) Gymnasiums. (1) Golf courses, both regulation and miniature, and driving ranges. (m) Public utility structures, including electric distribution and transmission substations. (n) • Restaurants, cafes, and eating establishments, other than those specified in section 41-365.5. (o) Seheets and sStudios operated for commercial or public purposes. FG] 75A-44 (p) Childcare facilities. (q) Service stations. (r) Automobile servicing. (s) Cyber cafes, subject to compliance with the requirements of section 41- 198.200. (t) Tattoo and/or body art establishments, subject to the development and operational standards set forth in section 41-199.3. Sec. 41-365.5. — Uses subject to a conditional use permit in the C1 district. The following uses may be permitted in the C1 district subject to the issuance of a conditional use permit: (a) Clubs. (b) Outdoor and indoor recreational or entertainment uses other than those set forth in section 41-365. (c) Hotels, motels, lodging houses, care homes, fraternity houses and sorority houses. (d) Thrift shops, purchase and loan, pawn shops. (e) Eating establishments with drive-through window service. (f) Eating establishments open at any time between the hours of 12:00 a.m. and 5:00 a.m. and located within one hundred fifty (150) feet of residentially zoned or used property, measured from property line to property line. (g) Laundromats, subject to the development and performance standards set forth in section 41-199. (h) Retail markets having less than twenty thousand (20,000) square feet of floor area which are open at any time between the hours of 12:00 midnight and 5:00 a.m. (i) Check cashing facilities, as defined by Section 41-42.7. (j) Banquet facilities, subject to development and operational standards set forth in section 41-199.1. 11 75A-45 (k) Banquet facilities as an ancillary use, subject to development and operational standards set forth in section 41-199.1. (1) Adult day care facilities. (m) Superstores. (n) Tattoo and/or body art establishments open at any time between the hours of 12:00 a.m. and 7:00 a.m., subject to the development and operational standards set forth in section 41-199.3. (o) Schools, as defined in section. 41-150.5. Section 11. Section 41-412.5 (Uses subject to a conditional use permit in the C4 district) of Chapter 41 of the SAMC is hereby amended to read as follows: Sec. 41-412.5. — Uses subject to a conditional use permit in the C4 district. The following uses may be permitted in the C4 district subject to the issuance of a conditional use permit: (a) Hotels, motels, lodging houses, care homes, fraternity houses and sorority houses. (b) Indoor swap meets, bulk merchandise stores, and home improvement warehouse stores. (c) Eating establishments with drive-through window service. (d) Eating establishments open at any time between the hours of 12:00 a.m. and 5:00 a.m. and located within one hundred fifty (150) feet of residentially zoned or used property, measured from property line to property line. (e) Laundromats, subject to the development and performance standards set forth in section 41-199. (f) Retail markets having less than twenty thousand (20,000) square feet of floor area which are open at any time between the hours of 12:00 midnight and 5:00 a.m. (g) Check cashing facilities, as defined by section 41-42.7 of this Code. iz 75A-46 (h) Banquet facilities, subject to development and operational standards set forth in section 41-199.1. (i) Banquet facilities as an ancillary use, subject to development and operational standards set forth in section 41-199.1. (j) Adult day care facilities. (k) Superstores. (1) Tattoo and/or body art establishments open at any time between the hours of 12:00 a.m. and 7:00 a.m., subject to the development and operational standards set forth in section 41-199.3. (m) Schools, as defined in section 41-150.5. Section 12. Section 41-424 (Uses permitted in the C5 district) and Section 41- 424.5 (Uses subject to a conditional use permit in the C5 district) of Chapter 41 of the SAMC are hereby amended to read as follows: Sec. 41-424. — Uses permitted in the C5 district. The following uses are permitted in the C5 district: (a) Administrative and professional offices. (b) Retail and service uses. (c) Automobile parking lots, but excluding the sale or storage of automobiles, trucks, trailers, boats, or tractors, whether new or used. (d) Churches, chapels, mortuaries, and theaters. (e) Government buildings. (f) Restaurants and cafes, other than those specified in section 41-424.5. (g) SGheels and sStudios operated for commercial or public purposes. (h) Child care facilities. (1) The printing, publishing, and circulation of a newspaper, including plant and office. 13 75A-47 Q) Two-family dwellings not exceeding one (1) unit per three thousand (3,000) square feet of lot area, provided such units front on a secondary or local street. (k) Cyber cafes subject to compliance with the requirements of section 41- 198.200. (1) Gymnasiums and health clubs. Sec. 41.424.5. — Uses subject to a conditional use permit in the C5 district The following uses may be permitted In the C5 district subject to the issuance of a conditional use permit: (a) Hotels, motels, lodging houses, care homes, fraternity houses, and sorority houses. (b) Dwelling units when erected above the ground floor of a commercial structure when the ground floor is devoted exclusively to nonresidential uses. (c) Hospitals. (d) Public utility structures, including electric distribution and transmission substations. (e) Eating establishments with drive-through or walk-up window service. (f) Service stations and automobile servicing. (g) Car wash establishments, provided they are wholly enclosed. (h) Laundries. (i) Indoor swap meets, bulk merchandise stores, and home improvement warehouse stores. Q) Eating establishments open at any time between the hours of 12:00 a.m. and 5:00 a.m. and located within one hundred fifty (150) feet of residentially zoned or used property, measured from property line to property line. (k) Laundromats, subject to the development and performance standards set forth in section 41-199. 14 75A-48 (1) Retail markets having less than twenty thousand (20,000) square feet of floor area which are open at any time between the hours of 12:00 midnight and 5:00 a.m. (m) Banquet facilities, subject to development and operational standards set forth in section 41-199.1. (n) Banquet facilities as an ancillary use, subject to development and operational standards set forth in section 41-199.1. (o) Adult day care facilities. (p) Superstores. (q) Schools, as defined in section 41-150.5. Section 13. Section 41-521 (Uses permitted in the C -SM district) and Section 41-522 (Uses subject to a conditional use permit in the C -SM district) of Chapter 41 of the SAMC are hereby amended as follows: Sec. 41-521. — Uses permitted in the C -SM district. The following uses are permitted in the C -SM district: (a) Retail and service uses. (b) Professional, administrative, and business offices. (c) Public parking lots and parking structures. (d) Animal hospitals and veterinarians. (e) Gymnasiums, health clubs, and martial arts studios. (f) Public utility structures, including electric distribution and transmission substations. (g) Restaurants, cafes, coffeehouses, and eating establishments, other than those provided in section 41-522, excluding the establishment of drive through service facilities. (h) SGheelsapd eStudios operated for commercial or public purposes. (i) Child care facilities. 75A-49 is (j) Art galleries, museums and exhibit halls. (k) Plant nurseries. (1) Theaters. (m) Furniture stores. (n) Youth amusement rides ancillary to grocery, general merchandise and department retail store uses. Sec. 41-522. — Uses subject to a conditional use permit in the C -SM district. The following uses may be permitted in the C -SM district subject to the issuance of a conditional use permit: (a) Clubs, lodges and fraternal organizations. (b) Outdoor and indoor recreational or entertainment uses including night clubs, other than those set forth in section 41-521. (c) Hotels, motels, lodging houses, care homes, fraternity houses and sorority houses. (d) Thrift and resale stores, antique shops and collectable stores, excluding . pawnshops and auction, houses. (e) Eating establishments open at any time between the hours of 12:00 midnight and 5:00 a.m, and located within one hundred fifty (150) feet of residentially zoned or used property, measured from property line to property line. (f) Laundromats. (g) Ancillary outdoor dining facilities located in the front yard area. (h) Banquet facilities, subject to development and operational standards set forth in section 41-199.1. (i) Banquet facilities as an ancillary use, subject to development and operational standards set forth in section 41-199.1. (j) Automobile repair and automobile servicing. 16 75A-50 (k) Retail markets having less than twenty thousand (20,000) square feet of floor area which are open at any time between the hours of 12:00 midnight and 5:00 a.m. (1) Churches and accessory church buildings. (m) Schools, as defined in section 41-150.5. Section 14. Section 41-584 (Uses permitted in the O district) and Section 41- 584.5 (Uses subject to a conditional use permit in the 0 district) of Chapter 41 of SAMC are hereby amended to read as follows: Sec. 41-584. — Uses permitted in the O district. The following uses are permitted in the O district: (a) Open-air recreational and entertainment uses, including bike or bridle trails, and buildings and uses accessory thereto. (b) Government buildings, SGhool buildings and fadlities. public utility facilities, quasi -public and service facilities, flood -control structures, and uses accessory thereto. Sec. 41-584.5. — Uses subject to a conditional use permit in the O district. The following uses may be permitted in the O district subject to the issuance of a conditional use permit: (a) Community gardens operated by a non-profit organizations. (b) Production greenhouses and nurseries with no retail sales. (c) Interpretive centers. (d) Schools, as defined in section 41-150.5. Section 15. Section 41-668 (Definitions) of Chapter 41 of SAMC is hereby amended to read as follows: Sec. 41-668. — Definitions. (a) Development Project. As used in this division, the term "development project' includes any of the following projects: (1) The new construction of any building or buildings, and additions to any existing building or buildings, if new floor space of two v 75A-51 thousand five hundred (2,500) square feet or more is constructed or added; but excluding the following: Single family homes; b. Room additions to duplexes; C. Tenant improvements not involving a change of use; d. Facade improvements; e. Equipment covers or structures to cover equipment. (2) Tenant improvements involving an intensification or change in occupancy classification. (3) New service stations (34) Any project that requires a discretionary approval, excluding conditional use permits for operation of eating establishments between the hours of 12:00 a.m. and 5:00 a.m. and conditional use permits for the sale of alcoholic beverages. (b) Discretionary approval. As used in this division, the term "discretionary approval" means a conditional use permit, variance, minor exception, tentative map approval, change in use district designation, or similar entitlement for development, the granting of which involves the exercise of discretion, other than the plan approval process set forth in this division. Section 16. Section 8 (General Provisions) of Specific Development No. 19 (SD -19) of Chapter 41 of the SAMC is hereby amended to read as follows: Section 8 General Provisions All new construction, excluding interior modifications, and including the restoration, rehabilitation, alteration, conversion and/or addition of any structure involving modification to the exterior of a structure within the area as defined as Historic French Park District (SD -19) must shall proceed through the followinq established review process. This includes review of structures destroyed by natural occurrences, pursuant GUIDELINES AND STANDARDS. The architectural design guidelines used by City staff and the French Park Architectural Review Committee (Committee) and adopted by resolution by the City Council, is entitled "Historic French: Its Architectural Legacy and Design Guidelines' (French Park Guidelines). All projects must adopt one of the historical architectural 18 75A-52 styles of the district which is identified in the Guidelines. All accessory structures shall comply with these architectural design guidelines. 2. NEIGHBORHOOD REVIEW. The French Park Architectural Review Committee is a volunteer group comprised of French Park neighborhood residents and/or property owners shall who are authorized to review proposals for new construction, restoration, rehabilitation, alteration, conversion and/or additions to an existing structure within the boundaries of SD -19. A Neighborhood Review Application shall be submitted to the Planning Division for all minor and major modifications for evaluation by staff and shall be forward to the French Park Architectural Review Committee for comments. make fiRdi gs that the pFoposed no addqtqon to an existing stFuGture. Staff and the Committee will review the Neighborhood Review Application for is4n compliance with the French Park Guidelines and Is -in -compliance with the Secretary of the Interior's Standards for Rehabilitation and Guidelines for Rehabilitating Historic Buildings. The findings shag of the Gity's fbitmal reyle presess. If there is not an active Committee, by request of the French Park Neighborhood Association Chairperson. City staff shall provide the sole Neighborhood Review evaluation. 3. EXCEPTIONS. All projects, except those requiring any discretionary action, are exempt from the Development Project Plan approval process as set forth in Sections 41-668 through 674 of the SAMC. 4. HISTORIC RESOURCES COMMISSION APPROVAL. Final approval of major exterior modifications shall be reviewed and determined by the Historic Resources Commission. Final approval of minor exterior modifications as outlined per Resolution No. 2006-001 and adopted by the Historic Resources Commission on January 5. 2006 shall be granted administratively by staff. The French Park Architectural Review Committee comments aFe to be FAade a paFt of the Git• s shall be included into staffs evaluation and recommendation to the Historic Resources Commission. The decision of the Historic Resources Planning Commission regarding approval of the major exterior modifications shall be final unless an appeal is filed as set forth in Section 30-8 of Chapter 30 of the SAMC. 19 75A-53 Section 17. Section General Provisions (General Provisions) of Specific Development No. 40 (SD -40) of Chapter 41 of the SAMC is hereby amended to read as follows: GENERAL PROVISIONS All new construction, excluding interior modifications, and including the restoration, includes review of structures destroyed by natural occurrences, pursuant to SAMC section 41-682. 20 75A-54 ._ .. IN Vir All new construction, excluding interior modifications, and including the restoration, includes review of structures destroyed by natural occurrences, pursuant to SAMC section 41-682. 20 75A-54 A. GUIDELINES AND STANDARDS. The architectural design guidelines used by City staff and the Heninger Park Architectural Review Committee (Committee) and adopted by resolution by the City Council, is entitled "Heninger Park Architectural Design Guidelines" (Heninger Park Guidelines). All projects must adopt one of the historical architectural styles of the district which is identified in the Guidelines. All accessory structures shall comply with these architectural design guidelines. B. NEIGHBORHOOD REVIEW. The Heninger Park Architectural Review Committee is a volunteer group comprised of Heninger Park neighborhood residents and/or property owners who are authorized to review proposals for new construction, restoration, rehabilitation, alteration, conversion and/or additions to an existing structure within the boundaries of SD -40. A Neighborhood Review Application shall be submitted to the Planning Division for all minor and major modifications for evaluation by staff and shall be forward to the Heninger Park Architectural Review Committee for comments. Staff and the Committee will review the Neighborhood Review Application for compliance with the Heninger Park Guidelines and compliance with the Secretary of the Interior's Standards for Rehabilitation and Guidelines for Rehabilitating Historic Buildings. If there is not an active Committee, by request of the Heninger Park Neighborhood Association Chairperson, City staff shall provide the sole Neighborhood Review evaluation. C. EXCEPTIONS. All projects, except those requiring any discretionary action, are exempt from the Development Proiect Plan approval process as set forth in sections 41-668 through 674 of the SAMC. D. HISTORIC RESOURCES COMMISSION APPROVAL. Final approval of maior exterior modifications shall be reviewed and determined by the Historic Resources Commission. Final approval of minor exterior modifications as outlined per Resolution No. 2006-001 and adopted by the Historic Resources Commission on January 5. 2006 shall be granted administratively by staff. The Heninger Park Architectural Review Committee comments shall be included into staffs evaluation and recommendation to the Historic Resources Commission. The decision of the Historic Resources Commission regarding approval of the major exterior modifications shall be final unless an appeal is filed as set forth in section 30-8 of Chapter 30 of the SAMC. 01 75A-55 Section 18. If any section, subsection, sentence, clause, phrase or portion of this ordinance for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this ordinance. The City Council of the City of Santa Ana hereby declares that it would have adopted this ordinance and each section, subsection, sentence, clause phrase or portion thereof irrespective of the fact that any one or more sections, subsections, sentences, clauses, phrases, or portions be declared invalid or unconstitutional. ADOPTED this day of 2019. APPROVED AS TO FORM: Sonia R. Carvalho City Attorney By: s� -L- Lisa Storck Assistant City Attorney AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers Miguel A. Pulido Mayor 75A-56 22 CERTIFICATE OF ATTESTATION AND ORIGINALITY I, MARIA D. HUIZAR, Clerk of the Council, do hereby attest to and certify that the attached Ordinance No. NS-XXXX to be the original ordinance adopted by the City Council of the City of Santa Ana on 2019, and that said ordinance was published in accordance with the Charter of the City of Santa Ana. Date: Clerk of the Council City of Santa Ana 75A-57 23 75A-58 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JANUARY 15, 2019 CLERK OF COUNCIL USE ONLY: TITLE: APPROVED PUBLIC HEARING - ABANDONMENT ❑ As Recommended As NO. 18-03 TO VACATE BREEDEN ElOr Amended ❑ Ordinance on 1 Reading STREET AND A PORTION OF THIRD ❑ Ordinance on 2nd Reading STREET ❑ Implementing Resolution {STRATEGIC PLAN NO. 3,2) ❑ Set Public Hearing For CONTINUED TO FILE NUMBER CIV MANAGER RECOMMENDED ACTION Adopt a resolution vacating Breeden Street and a portion of Third Street. 2. In the event the resolution is adopted, authorize the City Manager and Clerk of the Council to execute an agreement, subject to nonsubstantive changes approved by the City Manager and City Attorney, for the conveyance of the City's fee interest in the excess right-of-way to Shirlee L. Heidler, Trustees of the Heidler Family Trust dated April 25, 1994, in exchange for the dedication of Standard Avenue. DISCUSSION On December 4, 2018, Council adopted a resolution declaring the City's intent to vacate Breeden Street and a portion of Third Street (Exhibit 1). The subject street vacation (Exhibit 2) along with the dedication of Standard Avenue by the Tom's Trucks Center residential development (Tom's Trucks) project will allow for the realignment of Standard Avenue, greatly improving vehicular circulation and access along Standard Avenue between First Street and Fourth Street. The realignment is consistent with the City's Specific Plan Street Alignment No. 56 adopted by City Council in 1995. Third Street and the west half of Breeden Street is owned in fee, and the land (approximately 15,544 square feet) will be granted to Shirlee L. Heidler, Trustees of the Heidler Family Trust dated April 25, 1994, and incorporated into the Tom's Trucks project, pursuant to the Purchase and Sale Agreement (Exhibit 3). The additional land area minimizes the site's constraints and improves overall site function, such as setbacks, building location, and site accessibility. The Tom's Trucks project will dedicate approximately 16,100 square feet of right-of-way to the City and build street improvements to complete Standard Avenue. The City -owned street easement over the east half of Breeden Street will revert to Extra Space Storage as the underlying fee title owner and owner of the property at 1030 East Fourth Street. 7513-1 Public Hearing - Resolution to Vacate Breeden Street and Third Street January 15, 2019 Page 2 While the City has not received a site plan for the expanded Extra Space Storage property, any expansion proposed for the site would be subject to City development requirements. Utilities, other government agencies, and City agencies have been advised of the street vacation. Southern California Edison, Southern California Gas, and the City's Water Resources Division have indicated that facilities exist within the streets. Easements for utilities will be reserved in the resolution of vacation. During the course of construction of the Tom's Trucks project, as utilities are removed for Breeden Street and Third Street or relocated to the new Standard Avenue extension, the utility easements will be quitclaimed or narrowed as appropriate to serve any remaining utilities. To ensure that the street connectivity between Third Street and Fourth Street is accomplished, the Tom's Trucks project developer will be required to dedicate the right-of-way and provide a bond to build Standard Avenue, and coordinate with Extra Space Storage to remove remnants of Breeden Street before the vacation of the streets becomes effective. STRATEGIC PLAN ALIGNMENT This item supports the City's efforts to meet Goal #3 - Economic Development, Objective #2 (create new opportunities for business/job growth and encourage private development through new General Plan and Zoning Ordinance policies). fiscal impact associated with this action. Fuad S. S eiss, PE, PLS Executiveirector Public Wor s Agency FSS/EWG/TH Exhibits: 1. Resolution 2. Street Vacation Area Map 3. Purchase and Sale Agreement 75B-2 jmf 1/4/19 RESOLUTION NO. 2019 -XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA VACATING ALL OF BREEDEN STREET AND A PORTION OF THIRD STREET BETWEEN STANDARD AVENUE AND BREEDEN STREET (ABANDONMENT NO. 18- 03) 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. 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. B. The City Council of the City of Santa Ana desires to vacate its ownership interest, if any, of all of Breeden Street and a portion of Third Street between Standard Avenue and Breeden Street, as shown on Exhibit 1 attached hereto and incorporated herein by this reference ("Vacation Area"). C. On December 4, 2018, the City Council adopted Resolution No. 2018-083 wherein it declared its intention to vacate the Vacation Area, pursuant to and in accordance with the provisions of Chapter 3 of Part 3 of Division 9 of the Streets and Highways Code. D. Resolution No. 2018-083 gave notice that at its regular meeting of January 15, 2019, at 5:45 p.m. or as soon as possible thereafter, the City Council would hear any and all persons interested in or objecting to the vacation described above. E. The City Council finds that Resolution No. 2018-083 was published in the manner prescribed by law. F. The City Council further finds that the notices of said proposed vacation stating the purposes of said Resolution and the time and place set for hearing were posted as directed by the Council and required by law. G. The City Council, at the time and place set for hearing, heard any and all persons interested in or objecting to said proposed vacation of the Vacation Area and received and considered all evidence submitted. H. The City Council finds from all the evidence submitted that the Vacation Area is unnecessary for present or prospective public use, based upon the following findings of fact: Resolu8on No. 2019 -XXX Exhibit 1 Page 1 of 75B-3 The Vacation Area is not necessary to provide access to abutting property owners; and 2. The Vacation Area is unnecessary for present or prospective public use. Section 2. This vacation is categorically exempt from the California Environmental Quality Act under Class 1, Section 15301 (Existing Facilities) of the State CEQA Guidelines. Section 3. The Vacation Area is hereby vacated, except for the reservation of easement described herein, upon the satisfaction of the following conditions: A. The Tom's Trucks Center residential development (Tom's Trucks) shall irrevocably offer for dedication the land for the extension of Standard Avenue (64' wide) between Third Street and Fourth Street as depicted in Tentative Tract Map No. 2017-03, in a form approved by the City Attorney. B. Tom's Trucks shall provide to the City an improvement bond, in an amount determined by the City Engineer and in a form approved by the City Attorney, to guarantee the construction of all necessary roadway, utility and related improvements for the said extension of Standard Avenue (64' wide) between Third Street and Fourth Street. C. Tom's Trucks shall coordinate with the property owner of the property at 1030 East Fourth Street (Extra Space Storage) to remove the remnants of Breeden Street and Third Street street features, including without limitation existing pavement, sidewalk, curb and gutter, street trees and street lights. Alternatively, in the event that Tom Truck's does not reach an agreement with Extra Space Storage to remove the remnant street features within the area that is outside of Tom's Trucks control, Tom's Trucks may provide a bond, in an amount determined by the City Engineer and in a form approved by the City Attorney, to guarantee the removal of any segments of Breeden Street or Third Street not under its control. D. The City Engineer shall advise the Clerk of the Council that the above conditions have been satisfied and that this vacation is therefore effective. Section 4. The City hereby reserves and excepts from vacation, pursuant to section 8340 of the California Streets and Highways Code, the easement and right at any time, or from time to time, to remove street features including, but not limited to pavement, curb and gutter, sidewalk, street trees, street light systems, and traffic signs, and 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, poles, and other convenient structures, equipment, and fixtures for the operation of gas pipelines, telegraphic and telephone lines, railroad lines, and for the Resolution No. 2019 -XXX Page 2 of 5 75B-4 transportation or distribution of electric energy, petroleum and its products, ammonia, and water, and for incidental purposes, including access to protect these works from all hazards in, upon, and over the street or highway proposed to be vacated. Section 5. The Clerk of the Council is hereby directed to cause a certified copy hereof, attested under seal, to be recorded in the Office of the Recorder of Orange County. Said recordation shall occur after the conditions in Section 3 of this resolution have been completed to the satisfaction of the City Engineer. Section 6. The Vacation Area shall not be deemed vacated until this Resolution is recorded. Section 7. The Clerk of the Council shall attest to and certify the vote adopting this Resolution. ADOPTED this 15th day of January, 2019. APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By. k '�" hn M. Funk Assistant City Attorney AYES: NOES: ABSTAIN: NOT PRESENT: Councilmembers Councilmembers Councilmembers Councilmembers Miguel A. Pulido Mayor 75B-5 Resolution No. 2019 -XXX Page 3 of 5 CERTIFICATE OF ATTESTATION AND ORIGINALITY I, Maria D. Huizar, Clerk of the Council, do hereby certify the attached Resolution No. 2019- to be the original resolution adopted by the City Council of the City of Santa Ana on January 15, 2019. Date: Clerk of the Council City of Santa Ana 75B-6 Resolution No. 2019 -XXX Page 4 of 5 Exhibit 1 to Resolution 2019-xxx /C 4TH STREET -TALE. f-50' ��— P.O.B. m 1 N N G PARCEL 2 t l �p� ti0 JO' I 30' INST. NO. v 0�0 e co PARCEL AAP 93—l20 778 2 INST. NO. 94-0670320 m I C -N J" N Q 0• 9?5'48V t07.J9' M,I JO' M 3RD STREET 134501647 O.R. 75B-7 -PARCEL 1 0.565 AGf P.M.B. 233/27-28 SHEET 1 OF 1 SHEET ICT170FR S 2018 fY'-GfA4S7 Resolution No. 2019 -XXX Page 5 of 5 e 778 � W vi pp _ 2 PbUU 6 �N69: EXHIBI T I "B" sa: M AK AYY A UW d'SfF.PM TAR GTY OF SANTA ANA 5117EET Aamoo .4PN7 94-0670320 m I C -N J" N Q 0• 9?5'48V t07.J9' M,I JO' M 3RD STREET 134501647 O.R. 75B-7 -PARCEL 1 0.565 AGf P.M.B. 233/27-28 SHEET 1 OF 1 SHEET ICT170FR S 2018 fY'-GfA4S7 Resolution No. 2019 -XXX Page 5 of 5 75B-8 4TH STREET SCALE.. 1-50' P.O.B. N69781070W �g 60.00' 0• 30 30' Q ,` PARCEL 2 Q4 I g�p•� PARCEL MF 93-120 z w o. w w INST..NO. 94-0670820 m I t�+ Q PARCEL 1 � a � 0.565 ACf le� • 10 N893548'W 707.39' 2 30 30 � tN89'J5'46'W 3 D STREET SB 168.01' 30' i 30' I /3450/647 O.R. I P.M.B. 283/27-28 EXHIBIT 11211 SREM TO ACCOMPANY C17Y O �DOM�r °" MR ANA SHEET 1 OF 1 SHEET STREET ABANDONMENT OCTMER 3, 2018 GE -S416234 75B-9 75B-10 PURCHASE AND SALE AGREEMENT Property Address: Third Street between Standard Avenue and Breeden Street and western half of Breeden Street, Santa Ana, California THIS PURCHASE AND SALE AGREEMENT ("Agreement") dated, for reference purposes only, as of January 15, 2019, is made and entered into 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 ("Seller"), and SHIRLEE L. HEIDLER, TRUSTEE OF THE HEIDLER FAMILY TRUST DATED APRIL 25, 1994 ("Buyer"), with reference to the following. In consideration of the mutual covenants set forth herein, Buyer and Seller agree as follows: RECITALS A. Seller owns that certain land consisting of Third Street between Standard Avenue and Breeden Street, and the western half of Breeden Street, in the City of Santa Ana, California, consisting of approximately 15,544 square feet and more specifically described in Exhibit A attached hereto and incorporated herein by this reference ("Property"). B. The Property is being simultaneously vacated by the City Council of the City of Santa Ana along with the sale of the same to Buyer. C. The Property will be combined with two adjoining parcels owned by the Buyer for a residential development consistent with Tentative Tract Map No. 2017-03. D. Buyer and Seller have agreed to this Purchase and Sale Agreement so that Seller may quitclaim any title it may have in the Property to Buyer. 1. Agreement to Sell and to Purchase. Subject to the terms and conditions of this Agreement, Seller agrees to sell and Buyer agrees to purchase the Property. 2. Consideration. In full and complete payment for a fee interest in the Property, Buyer shall irrevocably dedicate to the City the property consisting of approximately 16,100 square feet for extension of Standard Avenue (64' wide) between 3 Street and 0 Street consistent with Tentative Tract Map No. 2017-03. 3. Ouitclaim Deed. The transfer of the Property shall be by quitclaim deed conveyance from Seller to Buyer showing title vested in Buyer. Page 1 of 7 758311 4. Transfer Costs. Buyer shall pay all recording fees and all fees and costs for any new financing. Buyer shall pay the premium for the title insurance policy, should it seek title insurance. 5. Condition of Property. Buyer acknowledges that Buyer is purchasing the Property with full knowledge of its condition and that no representations or warranties of any kind whatsoever, express or implied, have been made by Seller or by Seller's agents. Buyer further agrees to purchase the Property in "AS IS" condition with all faults. 6. As -Is Sale. BUYER ACKNOWLEDGES AND AGREES THAT EXCEPT FOR THE EXPRESS REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER SET FORTH IN THIS AGREEMENT, SELLER HAS NOT MADE, DOES NOT MAKE, AND SPECIFICALLY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS, OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT, OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO: (A) THE NATURE, QUALITY, OR CONDITION OF THE PROPERTY; (B) THE INCOME TO BE DERIVED FROM THE PROPERTY; (C) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH BUYER MAY CONDUCT THEREON; (D) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, INCLUDING, BUT NOT LIMITED TO, ANY STATE OR FEDERAL ENVIRONMENTAL LAW, RULE OR REGULATION; (E) THE HABITABILITY, MERCHANTABILITY, OR FITNESS OF THE PROPERTY FOR A PARTICULAR PURPOSE; OR (F) ANY OTHER MATTER WITH RESPECT TO THE PROPERTY. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, SELLER IS CONVEYING THE PROPERTY TO BUYER "AS IS, WHERE IS", AND WITH ALL FAULTS AND SPECIFICALLY AND EXPRESSLY WITHOUT ANY WARRANTIES, REPRESENTATIONS, OR GUARANTEES, EITHER EXPRESS OR IMPLIED, OF ANY KIND, NATURE, OR Page 2 of 7 75B-12 TYPE WHATSOEVER FROM OR ON BEHALF OF THE SELLER, EXCEPT FOR THE REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER SET FORTH IN THIS AGREEMENT. 7. Brokers. Buyer represents and warrants to Seller and Seller represents and warrants to Buyer that it has not engaged or employed a broker to whom a commission or finder's fee is payable in connection with this transaction. Buyer and Seller each ("Indemnitor") agree to indemnify and hold the other harmless from and against all liability, claims, demands, damages, or costs of any kind arising from or connected with any broker's or finder's fees or commission or charge claimed to be due any person arising from Indemnitor's conduct with respect to this transaction. 8. Assignment. Buyer and Seller agree that this Agreement shall be binding upon their respective heirs, executors, administrators, successors or assigns and is assignable by Buyer only by written consent of the City Manager, which consent the City Manager may withhold in his or her sole and absolute discretion. 9. Notices. Any notice either party may or is required to give the other shall be in writing, and shall be either personally delivered or sent by registered or certified United States mail, return receipt requested. If by mail, service shall be deemed to have been received by such party at the time notice is delivered to the address below. Either party may designate by written notice to the other party another address for notice. To Seller: City of Santa Ana 20 Civic Center Plaza P.O. Box 1988 Santa Ana, CA 92702 Attn: Clerk of the Council 10. Miscellaneous Provisions. To Buyer: Shirlee L. Heidler Trustee of the Heidler Family Trust dated April 25, 1994 18571 Rosenau Drive Villa Park, Ca. 92861 Attn: KC. Heidler 10.1 Waiver. The waiver of any provision of this Agreement shall be invalid unless evidenced by a writing signed by the party to be charged therewith. The waiver of, or failure to enforce, any provision of this Agreement shall not be a waiver of any further breach of such provision or of any other provision hereof. The waiver by either or both parties of the time for performing an act shall not be a waiver of the time for performing any other act or acts required hereunder. 10.2 Modifications. No change or addition to this Agreement or any part hereof shall be valid unless in writing and signed by each of the parties. Page 3 of 7 75B-13 10.3 Governing Law. This Agreement shall be governed by California law. Venue for any dispute arising from or relating to this Agreement shall be the state and federal courts located in Orange County, California. 10.4 Headings. The headings in this Agreement are for convenience only and shall not be used to interpret this Agreement. 10.5 Further Acts. Each party agrees to take such further action and to execute and deliver such further documents as may be necessary to carry out the purposes of this Agreement. 10.6 No Attorneys' Fees. If either party incurs attorneys' fees to enforce this Agreement or because of a breach of this Agreement by the other party, the prevailing party shall not be entitled to recover attorneys' fees from the other party. 10.7 Time. Time is of the essence with respect to this Agreement. 10.8 Complete Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter herein. There are no representations, agreements, arrangements, or understandings, verbal or written, between the parties hereto, relating to the subject matter herein, that are not fully expressed herein. 10.9 Authority to Execute Agreement. Each individual executing this Agreement on behalf of an entity represents and warrants that he or she has been authorized to do so by the entity on whose behalf he or she executes this Agreement and that said entity will thereby be obligated to perform the terms of this Agreement. 10.10 Counterparts. This Agreement may be executed in counterparts, including by facsimile or electronic mail, each of which so executed counterpart shall, irrespective of the date of its execution and delivery, be deemed an original, and all such counterparts shall constitute one and the same instrument. Page 4 of 7 75B-14 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. ATTEST: Maria D. Huizar Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By:. �� JohrM. Funk Assistant City Attorney CITY OF SANTA ANA Raul Godinez II City Manager By: _ Name: Title: Page 5 of 7 75B-15 PURCHASE AND SALE AGREEMENT EXHIBIT "A" EXFIIBIT "A" LEGAL DESCRIPTION CITY OF SANTA ANA STREET ABANDONMENT PARCEL 1 THAT CERTAIM PARCEL OF LAND SITUATED IN THE CITY OF SANTA ANA COUNTY OF ORANGE, STATE OF CALIFORNIA, BEING A PORTION OF 3RD STREET'I'OGF..THF.R WITH BREEDEN STREET MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE SOUTHERLY RIGHT OF WAY LINE OF 4TH STREET WITH THE WESTERLY RIGHT OF WAY LINE OF BREEDEN STREET; THENCE SOUTHERLY ALONG SAID WESTERLY RIGHT OF WAY LINE OF BREEDEN STREET SOUTH 0029'05" WEST 242.82 FEET TO ITS INTERSECTION KITH THE NORTHERLY RIGHT OF WAY LINE OF 3RD STREET; THENCE WESTERLY ALONG SAID NORTHERLY RIGHT OF WAY LINE OF 3RD STREET NORTH 8903548" WEST 107.39 FEET TO ITS INTERSECTION WITH THE NORT 14URLY PROLONGATION OF THE EASTERLY RIGHT OF WAY OF NORTH STANDARD AVENUE; THENCE SOUTHERLY ALONG SAID NORTHERLY PROLONGATION OF THE EASTERLY RIGHT OF WAY OF NORTH STANDARD AVENUE SOUTH 01°04'46" WEST 60.00 FEET TO ITS INTERSECTION WITHTHE HE SOUTHERLY RIGHT OF WAY LINE OF 3RD STREET; THENCE EASTERLY ALONG SAID SOUTHERLY RIGHT OF WAY LINE OF 3RD STREET SOUTH 8903548" EAST 138.01 FEET TO ITS INTERSECTION WITH THE CENTERLINE OF BREEDEN STREET; THENCE NORTHERLY ALONG SAID CENTERLINE OF BREEDEN STREET NORTH 0029'05" EAST 302.66 FEET TO ITS INTERSECTION WITH SAID SOUTHERLY RIGHT OP WAY LINE OF 4TH STREET; THENCE WESTERLY ALONG SAID SOUTHERLY RIGHT OF WAY LINE OF 4TH STREET NORTH 89018'07" WEST 30.00 FEET TO THE POINT OF BEGINNING. CONTAINING: 0.357 ACRES MORE OR LESS SUBJECT TO: COVENANTS, CONDITIONS, RESTRICTIONS, RIGHT OF WAY AND EASEMENTS OF RECORD. PREPARED UNDER THE SUPERVI OF: GREGORYS BORCHARD GgEGOV S. 1107MIAR5, L9 7765— MY RJi ISTRATION MIRES: 2 31/20 Kc nos Page 6 of 7 75B-16 4TH STREET SCALE. 1 -50' P.aa PARCEL 2 1NsT. Na. 5 Q 2 Q _Z N89 W � V �w OF 30' M. c�+q tN89-1 B � EXHIBIT "B" O AL.'L10GDANY SL'ETGI 70j= W PARCEL MAP 93-120 A LEGAL 0£SLRIPG6Y i0R CITY OF SANTA ANA STREET ABANDONMENT g 107.39kj 30. I 30. h e R STREET 1 34 50154 7 O.R. Page 7 of 7 75B-17 P.M.F. 233127-28 SHEET 1 OF 1 SHEET UNUARY $ 2018 [-SA182M N V �w OF 30' M. ti W PARCEL MAP 93-120 0 L 2 94-0610820 m PARCEL I- 0.357 0.357 AC.t , 107.39kj 30. I 30. h e R STREET 1 34 50154 7 O.R. Page 7 of 7 75B-17 P.M.F. 233127-28 SHEET 1 OF 1 SHEET UNUARY $ 2018 [-SA182M 75B-18 REQUEST FOR COUNCIL/ HOUSING AUTHORITY ACTION CITY COUNCIL MEETING DATE: JANUARY 15, 2019 TITLE: APPROVE A PRE -LOAN COMMITMENT OF $3,170,547 OF AFFORDABLE HOUSING FUNDS AND EIGHT PROJECT -BASED VOUCHERS TO NATIONAL COMMUNITY RENAISSANCE OF CALIFORNIA AND MERCY HOUSE LIVING CENTERS FOR THE DEVELOPMENT OF THE SANTA ANA UNITED METHODIST CHURCH PROJECT {STRATEGIC PLAN NO. 5, 3C} CITY MANAGER EXECUTIVE DIRECTOR RECOMMENDED ACTION CITY COUNCIL CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s' Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and the Clerk of the Council to execute a pre -loan commitment letter with National Community Renaissance of California ("National CORE") with Mercy House Living Centers ("Mercy House") as the service provider for $3,170,547 in Inclusionary Housing Funds for the development of the Santa Ana United Methodist Church affordable housing project located at 609 N Spurgeon Street, Santa Ana, CA 92701, subject to non -substantive changes approved by the City Manager and City Attorney. HOUSING AUTHORITY Approve an award of eight (8) project -based vouchers and authorize the Executive Director of the Housing Authority and the Recording Secretary to execute an Agreement to Enter into a Project - Based Vouchers Housing Assistance Payments Contract with National CORE for the development of the Santa Ana United Methodist Church affordable housing project, subject to non -substantive changes approved by the Executive Director of the Housing Authority and Authority General Counsel. COMMUNITY REDEVELOPMENT AND HOUSING COMMISSION RECOMMENDATION At its special meeting on December 19, 2018, the Community Redevelopment and Housing Commission (CRHC) by a vote of 5:0 (Ramos and Urzua abstained): 1) Recommended that the City Council authorize the City Manager to execute a pre -loan commitment letter with National CORE with Mercy House as the service provider for $3,170,547.00 in Inclusionary Housiggr Xy q for the development of the Santa Ana United Commitment of Affordable Housing Funds and PBVs to National CORE and Mercy House January 15, 2019 Page 2 Methodist Church affordable housing project located at 609 N Spurgeon Street, Santa Ana, CA 92701. 2) Recommended that the Housing Authority approve an award of eight (8) project -based vouchers and authorize the Executive Director of the Housing Authority to execute an Agreement to Enter into a Project -Based Vouchers Housing Assistance Payments Contract with National CORE for the development of the Santa Ana United Methodist Church affordable housing project. DISCUSSION On June 19, 2018, the City Council authorized the Community Development Agency (CDA) to release a Fiscal Year 2018 — 2019 Request for Proposals (RFP) to develop affordable rental and ownership project(s) in the City of Santa Ana with available funds from the HOME Investment Partnerships Program (HOME), Community Development Block Grant Program (CDBG), Project Based Voucher Program (PBV), Inclusionary Housing Fund, and Housing Successor Agency Fund. The RFP also included land assets currently owned by the Housing Authority of the City of Santa Ana. The RFP was drafted in compliance with the City's Affordable Housing Funds Policies and Procedures adopted by City Council on March 20, 2018. On July 2, 2018, CDA issued RFP # 18-056 for Affordable Housing Development. The RFP was published on both the City and Housing Authority's websites; a public notice was published in the OC Register on July 2, 2018; an e-mail was sent out by Orange County's largest affordable housing membership associations including the Kennedy Commission, 2-1-1 Orange County, and Southern California Association of Nonprofit Housing; and an electronic letter was e-mailed to interested developers and nonprofit organizations who had previously requested to be informed of development opportunities on CDA's RFP Process Database. The first annual deadline for the City's RFP # 18-056 for Affordable Housing Development closed on Wednesday, August 15, 2018 at 5:00 p.m. The City received thirteen (13) proposals prior to the deadline. The affordable housing developers that submitted a proposal are: Affordable Housing Developer Cesar Chavez Foundation Chelsea Investment Corporation Community Development Partners — 2 Proposals Community Housin Works Habitat for Humanity of Orange Count HomeAid Orange Count Jamboree Housing — 2 Proposals National Community Renaissance & Mercy House Living Centers Orange Housing Development Corporation & C&C Development, LLC Related California LINC Housing Corporation After the deadline, staff conducted a minimum threshold review of each proposal to ensure the proposal complied with all of the minimum requirements in the RFP. Following the minimum threshold review, staff formed a Review Panel that consisted of the Executive Director of the 80A-2 Commitment of Affordable Housing Funds and PBVs to National CORE and Mercy House January 15, 2019 Page 3 City's Public Works Agency with his designee, the Executive Director of the Planning and Building Agency with his designee, the Executive Director of the Community Development Agency, and the Housing Division Manager. The Veterans Affairs Medical Center of Long Beach, the County of Orange, Keyser Marston Associates, and MDG Associates served as advisors to the Review Panel. In compliance with the City's Affordable Housing Funds Policies and Procedures, the Review Panel used the proposal Scoring and Selection Criteria from the RFP to conduct their review and analysis of each proposal. In addition to the Scoring and Selection Criteria from the RFP, the Review Panel also reviewed the proposed project design for appropriateness for the proposed target group, compatibility with surrounding uses, cost effectiveness of construction, and appropriateness of the design and construction for low maintenance and long term durability. On October 30, 2018, the Review Panel met and interviewed all of the developers who submitted a proposal. LINC Housing requested to be removed from consideration prior to their scheduled interview and therefore their proposal was removed from consideration. On November 14, 2018, the Review Panel met a second time to discuss and deliberate upon the scoring and selection of the proposals. Following this deliberative selection process, the Review Panel agreed upon the final scores below based on an average of the Individual Reviewer Scores: • I . Commitment of Affordable Housing Funds and PBVs to National CORE and Mercy House January 15, 2019 Page 4 Housing Austerity Lend Asset Requested / HUD-VASHVoucben/Nonkoueing Auth Lend Asset Developer Name Project Name FINAL SCORE (Average of Individual Reviewer Scores( 112661146 E. Wminngton Avenue Omlge Housing Developmed Corporslion est CBG D.1aintenl, LLC 1128-1146 E. WsmFtlrglen Site 92 Ream Cdfomle R9Cimsreadsat MaNngtan 91 Jamboree Housing REVOApamnents S7 Cesar CM1esez Founde8on Smaa Ane Piece 04 Community HousIMAJoAs Tasmbmn, 88 Community Development Pesters Wastramn Fla., GRFLD, LegWak 77 Chelsea mesmed Cormanion Club 70 826 N. _msR38 N. Leq Habitat for Humanity d0range CouiM1y Lacy Street P.Jad 82 CommunityDevelopmentPBMms Wasingloa Plena, GRFLD, Lmy Wak 77 801.809 k 89912 E. Santa Am Ord. HomeAld OmWe County Frsnass XeNerRealderm 90 Cenammq DevebpmeMPedmrs WesNngbn Plaza, GRFLD, Laq Mk 77 HUD-VASH Vouchers (As Ilse Pr me, So. WFinancing) Jamboree Housing 9udgeto-m5ne 00 Comt" Development Pesters Weshune Home 61 NooH.,1m Autboriry, land Asset Nalloml Community Renaissance est Mem, House DAng Centers Sada Am United Methodist Clutch Site 93 Based on the scores above and the relative scoring of proposals competing for the same land asset(s) or source of affordable housing funds (e.g. HUD-VASH PBVs), the Review Panel recommends the following award for this project: Developer: National Community Renaissance and Mercy House Project Name: Santa Ana United Methodist Church Site Developer Request: • $3,301,243 • 22 HUD-VASH PBVs Award Recommendation: • Inclusionary Housing Fund: $3,170,547 • Project -Based Voucher Program (PBV): Eight (8) HUD-VASH PBVs Total Award: $3,170,547; Eight (8) HUD-VASH PBVs Commitment of Affordable Housing Funds and PBVs to National CORE and Mercy House January 15, 2019 Page 5 On December 4, 2018, staff notified National CORE and Mercy House in writing of the award recommendation by the Review Panel, contingent on final approval by the Community Redevelopment and Housing Commission (CRHC) and City Council / Housing Authority (Exhibit 1). The pre -loan commitment letter with National CORE with Mercy House as the service provider for $3,170,547 in Inclusionary Housing Funds for the development of the Santa Ana United Methodist Church affordable housing project located at 609 N Spurgeon Street, Santa Ana, CA 92701 provides the official award from the City (Exhibit 2). In compliance the City's Affordable Housing Funds Policies and Procedures, the City's real estate advisor, Keyser Marston Associates (KMA), has confirmed the underwriting for the Project, the financial gap, and other programmatic requirements related to the funding sources. KMA has reviewed the developer's estimates and projections of rents, expenses, reserves and development costs in accordance with industry -standard underwriting guidelines and recommends the full amount of the award based on their underwriting and subsidy layering analysis (Exhibit 3). Project Description After a competitive multi -stage Request for Proposal (RFP) process that included Statement of Qualifitications, proposals, presentations and an interview with the church congregation, National CORE in partnership with Mercy House was selected by the Santa Ana United Methodist Church (UMC) to co -develop an affordable housing community on the 1.74 -acre site owned by UMC. Drawing from more than 55 years of combined experience in the successful development and ongoing management of affordable housing communities, National CORE and Mercy House are both 501(c)(3) private sector non-profit community builders that are ideally suited to collaborate with the Santa Ana United Methodist Church to develop an enriched, transit -oriented eco -system that will support the unique housing needs of the City of Santa Ana. The collaboration between National CORE and Mercy House provides many complimentary resources ranging from in- house general contracting, construction services and property management; great success in competing and receiving state, federal, and private financing; and experience from the development of a large portfolio of award-winning affordable housing developments. All these benefits will ensure the greatest results for the residents and surrounding community. National CORE has been a thought leader and pioneer in developing sustainable models of affordable housing that leverage community resources in a unique combination of quality developments paired with life -enhancing supportive services. Headquartered in Rancho Cucamonga, California National CORE was established in 1992 as a 501(c)(3) non-profit public benefit corporation. Starting with just 248 affordable homes, the company's portfolio has grown to include over 9,000 apartment homes in four states, of which 7,000 units are located in Southern California. National CORE currently serves roughly 27,000 residents and is the developer, owner, operator, and services provider for all our properties, thus ensuring long-term affordability as well as the maintenance of high-quality affordable communities. National CORE's portfolio includes development and management of mixed -income, mixed-use, deeply affordable, new construction and rehabilitation of both family, special needs, Veteran, and senior developments. To date National Core has secured approximately $950M in tax credit equity financing, $875M of tax- exempt bonds allocation and over $300M of public agency subsidy. National CORE recently received $20 million as part of the Transformative Climate Communities (TCC) program in partnership with the City of Ontario and a $20 million Affordable Housing Sustainable Communities (AHSC) program in partnership with the Housing Authority of the County of San Bernardino. 80A-5 Commitment of Affordable Housing Funds and PBVs to National CORE and Mercy House January15, 2019 Page 6 National CORE has partnered with Mercy House for this project to provide the services and expertise for serving the permanent supportive housing units. Mercy House's innovative and measurable approach to ending homelessness has placed it in the forefront of leadership in homeless services and permanent affordable housing in the region. Mercy House is a Santa Ana based non-profit homeless service provider dedicated to serving populations with the most critical needs such as veterans and individuals who are homeless or disabled. Mercy House has been serving such populations for over 25 year and is intimately familiar with the City of Santa Ana and its housing needs as they are currently operating Emmanuel Residence, a 21 -unit affordable housing with supportive services for individuals with HIV/AIDS, San Miguel Residence, a 9 -unit affordable housing project with supportive services for individuals and families, and The Orchard, a 71 -unit rehabilitated Santa Ana motel serving chronically homeless individuals and small families. The National CORE -Mercy House team is proposing to develop a new transit -oriented affordable housing community on 1.74 acres located at 609 N. Spurgeon Street. The Project site is currently home to Santa Ana United Methodist Church, a well-established anchor in the community. The Project site is one contiguous, rectangular shaped parcel with two existing church buildings fronting Santa Ana Boulevard and a large surface parking lot located on the northern half of the site fronting French Street. The church currently operates out of the newer building located in the southeast corner of the site. The original church located on the southwest corner is no longer operational and has become a nuisance to the community as homeless individuals are utilizing the building for illegal activities. The entire site is designated Urban Neighborhood in the City of Santa Ana 1998 General Plan and zoned Urban Neighborhood 2 (UN -2) in the Transit Zoning Code. The current land use allows for a base density of up to 30 dwelling units per acre. The proposed Project would require City and a State Density Bonus Agreements allowing up to 54.7 units per acre that will be recommended to City Council in January or February 2019. The proposed Project includes the development of a single residential building with 93 units surrounding an interior, landscaped courtyard. Developed at an overall density of 53.4 units per acre, there will be 30 one -bedroom units, 41 two-bedroom units, and 22 three-bedroom units. Seven of the 2 -bedroom units and seven of the 3 -bedroom units will be two story townhomes accessible from the street. The remaining 79 units will be flats/typical apartment units located on the 2"d 3rd and 4th floors over ground level parking. The building has been designed with the two- story townhome units on the exterior fronting Spurgeon and French Streets and transitioning to a four-story courtyard building in the center of the site. This provides a gradual transition from any surrounding lower density uses and visually breaks up the mass of the building. A 2,576 square foot community center to operate best practice supportive services, 1,065 square foot leasing/property management office and approximately 6,300 square feet of flexible non- residential space will be located on the ground floor facing Santa Ana Boulevard activating the street frontage and interfacing with the proposed OC Streetcar platform to be located at the corner of Santa Ana Boulevard and French Street. One vehicular entry point to the site is provided off French Street. The entry point is a 24 -foot driveway providing secured access to the parking garage. Careful consideration for the character and scale of surrounding neighborhood was taken to ensure that the project architecture and massing blends in with the existing surrounding uses. .1 M .I Commitment of Affordable Housing Funds and PBVs to National CORE and Mercy House January 15, 2019 Page 7 The Project proposes modern architectural style fronting Santa Ana Boulevard and the Mission Revival architectural style fronting the other three streets to be complementary with the surrounding neighborhoods. The modern design is intended to complement the OC Streetcar and activate Santa Ana Boulevard. The Project includes both wall and roof plane articulation, with a public art plaza and grand staircase entry from Santa Ana Boulevard and carries the design elements to each elevation, including the inner portions of the site. The maximum building height of the Proposed Project is 52 feet for the buildings at the interior of the site. Trash enclosures are provided at the northwest corner of the parking garage with pick-up conveniently accessible from Spurgeon Street. The layout of the building creates several unique outdoor areas including both passive and active spaces — a central landscaped courtyard, tot lot playground, BBQ picnic areas, raised planters, drought -tolerant and native ground covers, breezeways and walkways for residents to access community spaces and the surrounding neighborhood. Parking - Within the Transit Zoning Code, the UN -2 zone requires 2 parking spaces per residential unit and 1 parking space per permanent supportive housing unit plus an additional .25 spaces for guests. Per the Transit Code, a total of 176 spaces is required. An additional 43 spaces are required for the non-residential uses at a rate of 1 space per 300 square feet. Additionally, Sec. 41-2003, Affordable Housing Development Incentives, in the Transit Zoning Code allows for tandem parking not to exceed 30 percent of the required parking per residential unit. In contrast to the City's requirements, Assembly Bill 744, allows a developer that is proposing a project within '/z mile of a major transit stop that includes 100% affordable rental units to request that the jurisdiction reduce the minimum parking requirements for the development to .5 spaces per bedroom. As the Project will be adjacent to a future OC Streetcar stop the project qualifies for a reduction in parking. Per AB 744, the Project would be required to provide 92 parking spaces. To accommodate residents, visitors, and staff a total of one hundred and two (102) parking stalls are proposed for a total ratio of 1.1 spaces per unit. Of the 102 proposed parking spaces, there are five (5) accessible spaces - four (4) regular spaces and two (2) reserved for larger vans. There are also six (6) electric vehicle spaces - five (5) regular spaces and one (1) reserved for a larger van. National CORE is requesting a reduction in parking from the Transit Zoning Code based on the demographic of residents living onsite, the location of the Project along the OC Streetcar route, access to existing bus routes, the provision of alternative strategies to reduce vehicle trips including bike program, car sharing and van pooling and parking utilization studies with similar developments. They believe the proposed 102 parking spaces is an appropriate compromise between the City's requirements and the minimum allowed under AB 744. Resident Services - Affordable housing residents will have access to comprehensive services onsite offered by National CORE's Hope through Housing Foundation and Mercy House for the permanent supportive housing residents. All services will be customized to the needs of the residents. National CORE's Hope through Housing Foundation knows that to affect long-term and significant community change, housing is only the first step. Once safe, quality housing is achieved, true revitalization occurs when there is access to resources that promote prosperity, quality of life and physical well-being. HOPE enhances National CORE communities with a wide range of services including youth, economic mobility, health and wellness and social programs. Mercy House will be Hope's primary service Rrgvider for the formerly homeless residents. Mercy Commitment of Affordable Housing Funds and PBVs to National CORE and Mercy House January 15, 2019 Page 8 House will apply Housing First principles coupled with ongoing education and supportive services in the areas of economic, health, and emotional well-being in order to enhance self-esteem and a sense of personal pride. Affordability Mix - The Proposed Project will be 100% affordable to households earning less than 60 percent of the Area Median Income (AMI) of which 33 units will be set-aside for Permanent Supportive Housing, with one exempt managers unit. The proposed unit mix and rent restrictions are as follows: The total project cost to acquire, rehabilitate and provide the proposed level of affordability in the project is currently estimated to be $46,728,884. The tables below summarize the anticipated costs and proposed funding sources of the project: Project Costs PSH - 30% AMI ELI - 30% AMI VLI — 50% AMI LI — 60% AMI Total 1 -bedroom 30 $ 51,371 Construction Cost $ 32,282,954 30 2 -bedroom 3 6 20 12 41 3 -bedroom $ 1,025,138 5 11 5 21 3 -bedroom Manager $ 46,728,884 $ 502,461 1 Total 33 11 31 17 93 The total project cost to acquire, rehabilitate and provide the proposed level of affordability in the project is currently estimated to be $46,728,884. The tables below summarize the anticipated costs and proposed funding sources of the project: Project Costs Amount Per Unit Acquisition Costs/Closing $ - $ - Architecture/Fees & Permits $ 4,777,500 $ 51,371 Construction Cost $ 32,282,954 $ 347,129 Indirect Construction/Legal $ 611,015 $ 6,570 Developers Fee $ 5,214,601 $ 56,071 Rent -Up Costs/Reserves $ 1,025,138 $ 11,023 FinancingCosts $ 2,817,677 $ 30,298 Total $ 46,728,884 $ 502,461 *Land will be ground leased from the Santa Ana United Methodist Church. Permanent Funding Sources Amount Permanent Loan $ 1,141,473 Tax Credit Equity $ 16,121,773 AHSC $ 20,000,000 General Partner Equity $ 2,714,601 Deferred Fee $ 300,000 Affordable Housing Program $ 920,000 OC HCD/HP Funds $ 2,360,490 City of Santa Ana Funds $ 3,170,547 SNHP Funds $ - Total $ 46,728,884 For the development of this project by National CORE with Mercy House as the service provider, the Review Panel is recommending an award of $3,170,547 in Inclusionary Housing Funds and eight (8) HUD-VASH PBVs following a competitive selection process through RFP # 18-056 in compliance with the City's Affordable Housing Funds Policies and Procedures. After National CORE receives an allocation of low-income housing tax credits for the development of the Commitment of Affordable Housing Funds and PBVs to National CORE and Mercy House January 15, 2019 Page 9 project, staff will return to City Council with the loan agreement for an amount not to exceed the funds committed in the pre -loan commitment letter. On January 8, 2019, the County of Orange Board of Supervisors authorized County staff to submit a joint project application to the State of California Housing and Community Development Department (HCD) for the first round of competitive No Place Like Home (NPLH) funding. The NPLH program will provide funding to support the development of supportive housing for adults with serious mental illness in the City of Santa Ana. The deadline for their NPLH application is January 30, 2019. NPLH funding in the amount of $6,013,136 is being requested from HCD to support the development of up to 16 of the 93 units in the project. The City's pre -commitment letter will enhance and support the Developer's application for this additional source of financing to make the project feasible. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal # 5 - Community Health, Livability, Engagement & Sustainability, Objective #3 (Facilitate diverse housing opportunities and support efforts to preserve and improve the livability of Santa Ana neighborhoods), and Strategy C (Provide that Santa Ana residents, employees, artists and veterans receive priority for affordable housing created under the City's Housing Opportunity Ordinance or with City funding to the extent allowed under state law). FISCAL IMPACT Upon approval of the loan agreement, funds in the amount of $3,170,547 within the Inclusionary Housing Fund will be made available for distribution (Loans and Grants account no. 41718820- 69152). Each project based voucher is estimated to be valued at $10,550 annually, based on HUD's initial award of the vouchers from April 2018. The actual annual expenditure for the eight vouchers may be different based on when the development of the project is completed and the units are leased. Funds will be budgeted in future fiscal years in the Housing Choice Voucher Program, Housing Assistance Payment account (no. 13618760-69158). Steven A. Mendoza Executive Director Community Development Agency APPROVED AS TO FUNDS AND ACCOUNTS: �� @ov)_Y� Kathryn Downs, CPA Executive Director Finance and Management Services Agency Exhibits: 1. Award Announcement to National CORE and Mercy House 2. Pre -Loan Commitment letter for National CORE and Mercy House 3. Underwriting and Subsidy Layering Analysis by Keyser Marston Associates . 11 Foorlymul MAYOR Miguel A. Pulido MAYOR PRO TEM Michele Martinez COUNCILMEMBERS P. David Benavides Vicente Sarmiento Jose Solorio Sal Tinajero Juan Villegas December 4, 2018 EXHIBIT 1 CITY OF SANTA ANA 20 Civic Center Plaza . P.O. Box 1988 !Santa Ana, California 92702 www.santa-ana.ora CITY MANAGER Raul Godinez II CITY ATTORNEY Sonia R. Carvalho CLERK OF THE COUNCIL Maria D. Huizar Michael Ruane, Executive Vice President Sent via E-mail Larry Haynes, Executive Director of Mercy House National Community Renaissance / Mercy House Living Centers 9421 Haven Avenue Rancho Cucamonga, CA 91730 Subject: Award Recommendations by Review Panel for RFP # 18-056 Dear Mr. Ruane and Mr. Haynes, Thank you very much for your proposal submitted in response to our RFP for Affordable Housing Development (RFP # 18-056). The City of Santa Ana received a total of thirteen (13) proposals requesting over $52 million and 304 Project -Based Vouchers. We thank you for your proposal and your commitment to develop affordable housing for the residents of the City of Santa Ana. In compliance with the City's Affordable Housing Funds Policies and Procedures adopted by City Council on March 20, 2018, staff formed a Review Panel that consisted of the Executive Director of the City's Public Works Agency with his designee, the Executive Director of the Planning and Building Agency with his designee, the Executive Director of the Community Development Agency, and the Housing Division Manager. The VAMC of Long Beach, the County of Orange, Keyser Marston Associates, and MDG Associates served as advisors to the Review Panel. The Review Panel used the proposal Scoring and Selection Criteria from the RFP to conduct their review. In addition to the Scoring and Selection Criteria from the RFP, the Review Panel also reviewed the proposed project design for appropriateness for the proposed target group, compatibility with surrounding uses, cost effectiveness of construction, and appropriateness of the design and construction for low maintenance and long term durability. On October 30, 2018, the Review Panel met and interviewed all of the developers who submitted a proposal. LINC Housing requested to be removed from consideration prior to their scheduled interview and therefore their proposal was removed from consideration. On November 14, 2018, the Review Panel met a second time to discuss and deliberate SANTA ANA CITY COUNCIL Miguel A Pulido Mchde Matinee Vicente samtiento Jose Solodo P. David eenavidas Juan Villegas Sal Tinajero Mayor Mayor Pro Tem, Ward 2 Wand 1 Wand 3 Ward 4 Ward 5 Ward 6 moulldoasanta-ana.om rrtmadlnez0n;antaana.om vsarmiento(@.ntaana.oma=a-a ao dbenaddes(asanlaana.oro 'Vlleaas(&aantaana.ora Onaiero(asanta-ana.oro upon the final scoring and selection of the proposals. Following this process, the Review Panel agreed upon the final scores below based on an average of the scores from each member of the Panel: i Housing AUMorhy Land Asset Requested I HUD-VASH Vouchers l Non{ ousing Autbody Land Asset Developer Name IFINAL Project Name SCORE (Average of Intlyitlual Reviewer Scores) 1128 8 1146 E. W.Nngbn Avenue � Orarge Housing DerebpmentCorct.rantl CBC Devebpmeid, LI -Cora 1128-1148 E.6asNrgton5ite 82 Rebtetl Califomla 'fm Crossroads at WashMton 91 Jamboree Housing REVO AparrneMs 87 Cesar Chavez Fotmdagon Santa Am Place I 84 Comm iyHouslngWorks Transforary 80 Commmuty Oevelopmem Paners Washington Place, GRFLD, Lacy Walk TI Chelseabnesbnent Corporaflon Glen 76 826 N. Lacy SW N. Lacy Habitat fora aNy of Orange Cc" Lary Sbeeticroject 82 Cormnity Development PaMers WaSNnglan Place, GRFLD, Lacy Walk T] 801, 8Og 8 80912 E. Saha Ana BW. HomeA]d Orange Coaly Fiances XaNer Residence 90 Community DevebpmentPaMers WasNngten Place, GRFLD, Lary Walk T) HUD-VASH VomIes (As Me Pnmay Source of Finarcing) Jamboree Housing Budgetlnn Site 86 CommuYly DevelopmentParters WesUm House 81 Non-Housinc Aud-iry VM AsxM National CammWty Renalssance aM Marty House Citing Gaolers Sa4a AmUni[etl McModist Churoh sire 93 Supporting documentation for the scores above may be provided upon request. 80A-12 Based on the scores above and the relative scoring of proposals competing for the same land asset or source of affordable housing funds, the Review Panel is recommending the following award for your organization to our Community Redevelopment and Housing Commission and to the City Council / Housing Authority for final approval: Developer: National Community, Renaissance and Mercy House Project Name: Santa Ana United Methodist Church Site Developer Request: • $3,301,243.00 • 22 HUD-VASH PBVs Award Recommendation: • Inclusionary Housing Fund: $3,170,547.00 • Project -Based Voucher Program (PBV): Eight (8) HUD-VASH PBVs Review Panel. For the next steps: 1) Please acknowledge your willingness to accept this award recommendation and develop your project (by responding to this e-mail) including the additional requirements listed below that will be incorporated into your final commitment from the City / Housing Authority among various other terms: a. Efforts must be made to incorporate ground -level retail in the project design to incorporate the site into the forthcoming OC Streetcar. b. No less than 35% of the units in the entire project, under any combination of financing sources used to develop the project, must be permanent supportive housing for individuals and families referred from the Coordinated Entry System who are residing in the City of Santa Ana based upon: i. Proof of strong ties to the community, to include current residency of an immediate family member — mother, father, sibling, or grandparent in the City of Santa Ana; ii. Proof that the individual attended a K-12 school in Santa Ana; iii. Proof that the individual resided on property zoned for residential use in Santa Ana and the individual was on the lease and/or paid utilities necessary for legal use of the property for residential purposes; or iv. Knowledge — either first-hand or recorded — by the Santa Ana Police Department that the individual has been a member of the Santa Ana homeless community. 2) Please acknowledge (by responding to this e-mail) your willingness to reimburse the City for the cost of an underwriting and subsidy layering review to be conducted by Keyser Marston Associates (KMA). 3) Staff will complete a National Environmental Policy Act review in compliance with your award of federal funds. 4) Please draft a presentation that you will provide with staff to toe Community Redevelopment and Housing Commission (CRHC) on December 19th at 4:30PM in the City Council Chambers. This presentation must be provided to staff before COB on Tuesday, December 11th. Staff will also coordinate with you on the Staff Report that Will be presented to the Commission and then to !City Council / Housing Authority. 5) Staff will be recommending your award to the CRHC on December 19, 2018 and to City Council and the Housing Authority in January or February 2019. You must be present and ready to present your project at both meetings as well as respond to any questions or concerns. From all of us here at the City, thank you again for your proposal and congratulations on your award recommendation. We look forward to working with you to develop affordable housing for the residents of the City of Santa Ana. Sincerely, Judson Brown Housing Division Manager Community Development Agency Housing and Neighborhood Development Division 20 Civic Center Plaza (M-26) Santa Ana, CA 92701 T: (714) 667-2241 F: (714) 647-6549 www.santa-ana.or-q/cda MAYOR Miguel A. Pulido MAYOR PRO TEM Juan Villegas COUNCILMEMBERS Cecilia Iglesias David Penaloza Roman Reyna Vicente Sarmiento Jose Solorio January 15, 2019 CITY OF SANTA ANA SANTA ANA HOUSING AUTHORITY 20 Civic Center Plaza • P.O. Box 22030 Santa Ana, California 92702 (714)667-2200 w .santa-ana.om Michael Ruane Executive Vice President National Community Renaissance 9421 Haven Avenue Rancho Cucamonga, CA 91730 Larry Haynes Executive Director Mercy House Living Centers EXHIBIT 2 CITY MANAGER Raul Godinez II CITY ATTORNEY Sonia R. Carvalho CLERK OF THE COUNCIL Maria D. Huizar Re: Santa Ana United Methodist Church Site 609 N. Spurgeon Street, Santa Ana, CA 92701 Pre -Commitment Letter for: Inclusionary Housing Funds Loan, Project Based Vouchers Dear Messrs. Ruane and Haynes: National Community Renaissance of California ("National CORE") and Mercy Housing Living Centers (collectively referred to as "Developer") requested financial assistance in connection with the proposed development of a ninety-three (93) unit affordable housing complex to be located at 609 N. Spurgeon Street, Santa Ana, CA 92701 ("Project"). The City of Santa Ana ("City') and the Housing Authority of the City of Santa Ana ("Housing Authority") have reviewed the Developer's request for assistance, and at the City Council/Housing Authority meeting on January 15, 2019, the City Council and Housing Authority Board authorized and approved issuance of this pre -commitment letter evidencing the preliminary award of (collectively, the "City Assistance"): - A loan in the maximum amount of $3,170,547 in inclusionary housing in -lieu fee payments made pursuant to the City's Housing Opportunity Ordinance (Article XVIII.I of Chapter 41 of the Santa Ana Municipal Code) (the "Inclusionary Housing Fund") held by the City of Santa Ana for the Project ("City Loan"); and, SANTA ANA CITY COUNCIL Miguel A Pulido Juan Villages Mcede5amtlente Davld Penalwa Jose S"Imio Roman Reyna Cecilia Iglesias Mayor Mayor Pro Tem, Ward 5 Ward 1 Wad 21aan.o a Wad 3 Ward 4 Ward 6 wulido(alsmlaana,om Ivilleeas0santa-ana.orc vsartnianlc(�santa-ane oro a V Isolono/asanto-ana.ore nevna(yasanta-angor" c1alesiar0santaanaom EXHIBIT 2 Paqe 12 - Eight (8) U.S. Department of Housing and Urban Development -Veterans Affairs Supportive Housing ("HUD-VASH") Project -Based Vouchers ("PBV") for Permanent Supportive Housing for the Project. This letter shall evidence the Agency's pre -commitment of the City Assistance to the Developer for the Project subject to the conditions described below. City Loan: The amount of the proposed City Loan 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 and Housing Authority Executive Director has authority to approve revised development proformas and projected cash flows for the Project; provided, however, that the City Assistance is not increased or extended. The City Loan shall include the following terms: • $3,170,547 maximum principal amount, or as much thereof as is disbursed for hard and soft costs in constructing the Project, provided from the City of Santa Ana Inclusionary Housing Fund. • 3% simple interest per annum. Repayment from 50% of Residual Receipts (pro -rata with payments due in connection with other financing provided by other public agencies) (after payment of operating expenses, debt service, any deferred developer fee, and partnership fees to be described in the Agreement) with the remaining 50% to be disbursed to the Developer. Remaining principal and accrued interest due upon the 55th anniversary of the issuance of Certificate of Occupancy and/orfinal building permits or earlierupon sale, refinancing or default. On that date, the City agrees to review the performance of the property and consider in good faith any reasonable request by Developer to modify the terms or extend the term of the City Promissory Notes. Additionally, the City will receive a pro rata share of 50% of the net proceeds received from any sale or refinancing of the Project, after payment of outstanding debt and payment in full of any deferred developer fee and establishment of any reserves and transaction costs. • Cost savings from the Project, if any, will be applied first to pay down the City Loan, subject to compliance with the Tax Credit Allocation Committee ("TCAC") Regulations. EXHIBIT 2 Paoe 13 HUD-VASH PBV's: The Project consists of thirty-three (33) permanent supportive housing units for homeless individuals and families, including eight (8) units to be made available at affordable rents to HUD-VASH eligible homeless veterans for a term of fifty-five (55) years. All individuals and families shall be referred from the Orange County Coordinated Entry System, and are residing or working in the City of Santa Ana as defined under the City's criteria. Efforts shall be made to incorporate ground -level retail as an interface for the forthcoming Orange County Streetcar. The HUD-VASH PBV's shall include the following terms: Voucher Source: The eight (8) HUD-VASH PBVs will be funded exclusively out of the tenant -based voucher program annual budget authority received by the Housing Authority from the Department of Housing and Urban Development (HUD). • Rents: The PBV Housing Assistance Payments ("HAP") Contract rents below are preliminary and contingent upon a reasonable rent determination to be conducted at the time of execution of the HAP Contract: o 1 Bedroom - $1,388 In accordance with HUD regulations and the Housing Authority's Housing Choice Voucher Program Administrative Plan, these rents are subject to review prior to the execution of a HAP Contract. Rents and income requirements for the remaining affordable units shall be based on the requirements of the federal Low Income Housing Tax Credit Program as administered by TCAC. • Annual Amount: The Project will receive PBVs for eight (8) units: Unit Size Income No. Units Proposed Rent Total Annual Target Revenue 1 -Br 30% AM] 8 $1,388 $16,656 The estimated maximum annual amount received under this award is $133,248. These estimates assume 100% occupancy of the assisted units over the twelve- month period. Term: The HAP Contract will have a term of twenty (20) years. Any time before the expiration of the HAP Contract, the Developer may request an additional twenty (20) years, subject to a determination by the Housing Authority that it is appropriate to continue providing affordable housing for low-income families or to 80A-17 EXHIBIT 2 Page 14 expand housing opportunities and HUD funding. Subsequent extensions are subject to the same requirements. • Units Receiving PBV Assistance: The maximum number of units receiving PBV assistance will be eight (8). 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 before staff will return to the City Council for consideration of the Loan Agreement. • All provided funding and project requirements shall conform to the City's adopted Affordable Housing Funds Policies and Procedures, unless alternative requirements are expressly provided in the executed Loan Agreement or any other documents related to the development of the Project. • Approval of all required entitlements and discretionary actions, to allow the construction of a 93 -unit affordable housing complex to be located at 609 N. Spurgeon Street, Santa Ana, CA 92701. • The City's obligation to provide the Loan is and shall remain subject to all covenants, conditions, and restrictions set forth in the Loan Agreement, and in particular City's analysis of the available funding sources and development and operating costs of the Project and the overall economic feasibility of the Project. • Review and approval of the documents evidencing the City Loan by the City Council, as applicable. • Execution of HAP Contracts and all necessary documents for the PBV's. Developer, at its sole cost and expense, will be responsible for securing any and all permits and discretionary approvals that may be required for the Project by the City, Housing Authority, or any other federal, state, or local governmental entity having or claiming jurisdiction over the Property or Project. Notably, this pre -commitment letter shall not obligate the City or any department thereof to approve any application or request for or take any other action in connection with any planning approval, permit or other action necessary for the construction, rehabilitation, installation or operation of the Project. This pre -commitment letter for the Project will expire on January 15, 2021. FOODINFOO EXHIBIT 2 Page 15 If you have any questions or require any additional information regarding this award letter, please contact Judson Brown, Housing Division Manager, by telephone at (714) 667- 2241 or by e-mail at (brown ansanta-ana.org. Sincerely, Raul Godinez II City Manager Attest: Maria D. Huizar Clerk of Council FOODYMPO Foorlymcl EXHIBIT 3 )OU KEYSER MARSTON ASSOCIATES. ADVISORS IN PUBLIC/PRIVATE REAL ESTATE DEVELOPMENT MEMORANDUM ADV13ons IN: Real Estate To: Judson Brown, Housing Division Manager Affordable Housing James A. Rabe Economic Development City of Santa Ana BERKELEYKeyser Julie L. Ramey Tim Bretz eysFrom: A. Jerry Keyserr At your request, Keyser Marston Associates, Inc. (KMA) prepared a financial gap analysis SAN DIEGO Timothy C. Kelly Paul C. Marra National Community Renaissance (CORE) and Mercy Housing Living Centers (Mercy Debbie M. Kern House), collectively referred to as "Developer." As proposed, the project will include 93 David Doezema Date: January 3, 2019 Kevin Feeney Los ANGELES Kathleen H. Head Subject: Santa Ana United Methodist Church Project: Financial Gap Analysis James A. Rabe Gregory D. Soo -Hoo Kevin E. Engstrom Julie L. Ramey Tim R. Bretz At your request, Keyser Marston Associates, Inc. (KMA) prepared a financial gap analysis SAN DIEGO for the project proposed to be developed at 609 North Spurgeon Street (Site) by Paul C. Marra National Community Renaissance (CORE) and Mercy Housing Living Centers (Mercy House), collectively referred to as "Developer." As proposed, the project will include 93 units that will be restricted to extremely -low, very -low, and low income households (Project). The Developer is requesting financial assistance from the City of Santa Ana (City), and Section 8 Project -Based Vouchers allocated to the City of Santa Ana Housing Authority (Authority) by the United States Department of Housing and Urban Development (HUD). The purpose of the KMA analysis is to evaluate the Developer's financial assistance request. EXECUTIVE SUMMARY Estimated Financial Gap The results of the KMA financial gap analysis are compared to the Developer's financial proposal in the following table: 500 SOUTH GRAND AVENUE, SUITE 1480 ➢ LOS ANGELES, CAUFORNIA 90071 ➢ PHONE 213.622.8095 W W W.KEYSERMARSTON.COM 80A-21 1812009:SA:TRB 19090.017.008 Judson Brown, City of Santa Ana Santa Ana United Methodist Church: Financial Gap Analysis EXHIBIT 3 January 3, 2019 Page 2 KMA Developer Difference Total Development Costs $469,000 ,74 $46,729,000 $20,000 Outside Funding Sources 43,550,000 43,558,000 (8,000) Financial Gap $3,199,000- $3,171,000 $28,000 As shown in the preceding table, KMA estimates the Project's financial gap at $3.20 million. Comparatively, the Developer is requesting $3.17 million in financial assistance from the City. This differential can be considered inconsequential. However, it is important to note that the KMA and Developer estimates differ on a line item by line item basis. Proposed Funding Sources The following summarizes the proposed funding sources for the Project: 1. KMA estimates that the Project's stabilized net operating income (NOI) supports $1.13 million in Tax -Exempt Multifamily Bonds (Bonds), which are allocated by the California Debt Limit Allocation Committee (CDLAC). The NOI includes the rental subsidy generated by eight Section 8 Project -Based Vouchers (PBVs) 4. awarded to the Project by the Authority. The Developer is proposing to utilize 4% Federal Low Income Housing Tax Credits (Tax Credits) that are automatically awarded to projects that receive a Bond allocation from CDLAC. The net Tax Credit proceeds are estimated at $16.12 million. The Developer is proposing to apply for a $20.0 million loan of Affordable Housing and Sustainable Communities (AHSC) funds managed by the California Department of Housing and Community Development (HCD). The Developer is proposing to apply for $2.36 million in Orange County Housing and Community Development & Homeless Prevention (OC HCD/HP) funds managed by the County of Orange. 80A-22 1812009:SA:TRB 19090.017.008 EXHIBIT 3 Judson Brown, City of Santa Ana January 3, 2019 Santa Ana United Methodist Church: Financial Gap Analysis Page 3 5. The Developer is proposing to apply for a loan of $920,000 in Affordable Housing Program (AHP) funds awarded by the Federal Home Loan Bank of San Francisco. 6. The Developer is proposing to provide $2.72 million in General Partner Equity to the Project. 7. The Developer is proposing to defer $300,000 of the Developer Fee that is included in the Project's development costs. The deferred amount will be repaid from the cash flow generated by the Project over time. PROJECT DESCRIPTION The proposed scope of development can be described as follows: 1. 2. 3. 4. The Site area totals 1.74 acres, or approximately 75,794 square feet of land area. The 93 -unit Project represents a density of 53 units per acre. The Project's unit mix is as follows: The Project's gross building area (GBA) is estimated at 123,062 square feet, and is comprised of the following: a. The residential GBA is estimated at 81,769 square feet; b. The community room GBA is estimated at 2,576 square feet; 1812009:SA:TRB 19090.017.008 Number of Units Unit Size (SF) One -Bedroom Units 30 569 Two -Bedroom Units 41 920 Three -Bedroom Units 22 1,364 Total / Weighted Average 93 912 The Project's gross building area (GBA) is estimated at 123,062 square feet, and is comprised of the following: a. The residential GBA is estimated at 81,769 square feet; b. The community room GBA is estimated at 2,576 square feet; 1812009:SA:TRB 19090.017.008 Judson Brown, City of Santa Ana EXHIBIT 3 January 3, 2019 Santa Ana United Methodist Church: Financial Gap Analysis Page 4 C. The Project will include Flex Space estimated at 7,720 square feet;' and d. The circulation and common area GBA is estimated at 30,997 square feet. 5. The Project will include 110 at -grade podium parking spaces, which equates to 1.2 spaces per unit. 6. The Project's affordability mix is as follows: Tax Credit @ 30% Median 44 Tax Credit @ 50% Median 31 Tax Credit @ 60% Median 17 Unrestricted Manager's Unit 1 Total Units 93 7. The Project will include 33 permanent supportive housing (PSH) units. FINANCIAL GAP ANALYSIS KMA prepared a pro forma analysis to estimate the Project's financial gap. The analysis is located at the end of this memorandum, and is organized as follows: Table 1: Estimated Development Costs Table 2: Stabilized Net Operating Income Table 3: Financial Gap Calculation Estimated Development Costs (Table 1) KMA reviewed the Developer's January 2, 2019 pro forma and then independently prepared a pro forma analysis of the Project. The resulting development costs are as follows: 'The City should work with the Developer to further define the Flex Space area. 1812009:SA:TRB 19090.017.008 EXHIBIT 3 Judson Brown, City of Santa Ana January 3, 2019 Santa Ana United Methodist Church: Financial Gap Analysis Page 5 Ground Lease Discussion The Site is owned by the Santa Ana United Methodist Church (Church). The Developer will ground lease the Site from the Church for a term of 65 years. The annual ground lease payment is set at an initial amount of $96,000 and is to be escalated at the lesser of the following: 1. The Consumer Price Index for the Los Angeles -Long Beach -Anaheim region for All Urban Consumers (CPI) as published by the United States Department of Labor; or 2. Five percent (5%) per year. The Developer provided an appraisal prepared by Curtis -Rosenthal, Inc on August 23, 2018, which estimated the Fee Simple Market Value of the Site (as vacant) at $4.70 million, or approximately $63 per square foot of land. The annual ground rent payment is set at $96,000 in the first year, which equates to approximately 2% of the appraised value. Typically, ground lease payments are set between 6%-10% of fair market value, and as such, the ground lease payment can be considered below market. However, it is important to note that the ground lease payments will be paid before the Project's residual receipts are calculated. As a result, it is unlikely that the City's loan will be fully repaid by Year 55. Direct Costs The direct costs assume that the Project will not be subject to State of California and/or Federal Davis Bacon prevailing wage requirements. The direct costs applied in this analysis can be summarized as follows: 1. The Project will include a number of improvements to increase the competitiveness of the AHSC application. The Developer and the City are currently negotiating the necessary AHSC improvements; however, it will likely include a combination of sidewalk improvements, crosswalks/safety measures, bikeway improvements, transit improvements, and bus shelter improvements. The Developer estimates the costs of the AHSC Elements and Transit Improvements at $4.35 million. If this estimate changes, the KMA analysis will need to be updated accordingly. 1812009:SA:TRB 19090.017.008 Judson Brown, City of Santa Ana EXHIBIT 3 January 3, 2019 Santa Ana United Methodist Church: Financial Gap Analysis Page 6 2. The off-site improvement costs are estimated at $1.26 million. City staff should verify the accuracy of this assumption. 3. The Site is currently occupied with church buildings, which will be demolished to complete the Project. The Developer estimates the demolition costs at $1.01 million, or $13 per square foot of land area. 4. The on-site improvement costs are estimated at $40 per square foot of land area, or $3.03 million, which is higher than typical. The Developer stated that the higher than typical costs are due to courtyard waterproofing and stormwater mitigation costs. The tight constraints of the Site will require the Developer to underground the storm water detention, which is more costly than typical basins or bio swales. 5. The Developer estimates the at -grade podium parking costs at $23,000 per space, or $2.53 million. This is at the low end of the typical range for podium parking costs. 6. The Developer estimates the building costs at $123 per square foot of GBA, which equates to $15.19 million. This is at the low end of the typical range for similar affordable housing projects. A $150,000 allowance for furnishings, fixtures and equipment is provided. 8. The contractor costs are estimated as follows: A 14% allowance for contractors' fees and general requirements is provided. b. An allowance for construction bonds / general liability insurance at 2% of construction costs is provided. 9. KMA included a $1.34 million direct cost contingency allowance, which is equal to 5% of other direct costs (excluding the AHSC line items). KMA estimates the total direct costs at $32.55 million. This equates to $264 per square foot of GBA. 1812009:SA:TRB 19090.017.008 EXHIBIT 3 Judson Brown, City of Santa Ana January 3, 2019 Santa Ana United Methodist Church: Financial Gap Analysis Page 7 Indirect Costs KMA utilized the following assumptions in estimating the indirect costs: 1. The architecture, engineering and consulting costs are estimated at 6% of direct costs. 2. The Developer estimated the public permits and fees costs at $2.43 million, or approximately $26,000 per unit. City staff should verify the accuracy of this estimate. 3. The taxes, insurance, legal and accounting costs are estimated at 1.5% of direct costs. 4. There are two external church congregations that utilize space to conduct their ministries in the existing Church buildings. The Developer included a $50,000 allowance to relocate these organizations. 5. An approximately $1,000 per unit allowance for marketing and leasing costs is provided. 6. The Developer set the Developer Fee at $5.22 million, which is the maximum amount allowed by the California Tax Credit Allocation Committee (TCAC). However, the Developer proposes to defer $300,000 of the Developer Fee. In addition, the Developer proposes to contribute $2.72 million in General Partner equity to the Project. As such, the cash portion of the Developer Fee to be received by the Developer at the completion of construction is $2.20 million. 7. An indirect cost contingency allowance equal to 5% of other indirect costs is provided. KMA estimates the total indirect costs at $10.73 million. Financing Costs The Project is proposed to be developed with Tax -Exempt Multifamily Bonds allocated by the CDLAC. To comply with the Internal Revenue Service (IRS) requirements, the Bonds must be equal to at least 50% of the land acquisition costs plus the eligible Tax 1812009SA:TRB 19090.017.008 80A-27 EXHIBIT 3 Judson Brown, City of Santa Ana January 3, 2019 Santa Ana United Methodist Church: Financial Gap Analysis Page 8 Credit basis.2 In addition, the Bond funds must be sufficient to cover the construction costs that do not have funding from other sources. In this case, the Project's estimated N01 can only support a $1.13 million Bond; this will be called the Series A Bond. To fulfill the 50% test, and to provide bridge funding for costs that will be paid for by other sources upon the Project's completion, a Series B Bond totaling $34.47 million must be obtained. The sum of the Series A Bond and the Series B Bonds totals $35.60 million. The financing costs for the Project are estimated as follows: 1. The construction period and absorption period interest costs are estimated at $1.99 million. These costs are based on the following assumptions: a. The construction period interest costs are based on a 4.0% interest rate, an 18 -month construction period, and a 60% average outstanding balance. b. The absorption period interest costs are based on a six-month absorption period with a 100% average outstanding balance. 2. The financing fees for the Bonds are estimated at 1.50 points, or $534,000. 3. The following capitalized reserves will be provided: a. The Developer estimates the costs to provide bus passes to the Project's residents at $609,000; and b. A $176,000 capitalized operating reserve is provided, which equates to three months of operating expenses and debt service payments .3 4. The Tax Credit fees are estimated at $159,000 based on the following assumptions: z The Developer will ground lease the Site from the Santa Ana United Methodist Church. Thus, there are no land acquisition costs. 3 Per the Developer, for the purposes of calculating the capitalized operating reserve, the operating expenses exclude property taxes, social service expenses, bond issuer fees, and replacement reserve deposits. 1812009:SA:TRB 19090.017.008 EXHIBIT 3 Judson Brown, City of Santa Ana January 3, 2019 Santa Ana United Methodist Church: Financial Gap Analysis Page 9 a. A $2,000 application fee; b. A $410 per unit monitoring fee; and C. One percent (1%) of gross Tax Credit proceeds for one year. KMA estimates the total financing costs at $3.47 million. Total Development Costs As shown in Table 1, KMA estimates the total development costs at $46.75 million, which equates to approximately $502,700 per unit. In comparison, the Developer estimates the total development costs at $46.73 million. This equates to a less than 1% differential, which can be considered an insignificant difference. Stabilized Net Operating Income (Table 2) The Project's funding sources include Bonds, Tax Credits, AHSC funds, and City Inclusionary Housing Funds. These programs all publish the applicable income limits for households that are qualified to reside in the development. TCAC publishes rent standards for projects that receive Tax Credits. CDLAC and HCD publish regulations regarding the applicable rents for Projects with Bond funds and AHSC funds, respectively. Per City staff, the City will apply Tax Credit rent standards to units funded with Inclusionary Housing Program funds. The Developer will be required to adhere to the strictest of the standards imposed by the funding sources contributed to the Project. Tenant -Paid Rents The rents used in this analysis are based on 2018 income and rent information published by TCAC. The maximum allowable rents, net of the appropriate utility allowances, are estimated as follows:° 4 The utility allowances are estimated at: $41 for one -bedroom units; $55 for two-bedroom units; and $71 for three-bedroom units. 1812009:SA:TRB 19090.017.008 • A • L�' Judson Brown, City of Santa Ana Santa Ana United Methodist Church: Financial Gap Analysis EXHIBIT 3 January 3, 2019 Page 10 Rent Restriction 1 -Bedroom 2 -Bedrooms 3 -Bedrooms Tax Credit @ 30% (PSH Units)a 30% of Social Security Income $226 $212 NA TCAC $574 $683 NA Applicable Rents $226 $212 NA Tax Credit @ 30% $574 $683 $781 Tax Credit @ 50% $984 $1,175 $1,350 Tax Credit @ 60% $1,189 $1,421 $1,634 The Housing Authority will provide PBVs for eight of the income -restricted units. The PBV payments are based on the difference between the rent paid by the tenant and the fair market rent (FMR) approved by HUD. The 2018 FMRs for the one -bedroom PBV units are set at $1,347 per unit per month. Estimated Effective Gross Income KMA estimates the Project's effective gross income (EGI) at $1.01 million based on the following: 1. The gross tenant -paid rents are estimated to total $947,900. 2. The gross Section 8 PBV subsidy is estimated to total $107,600. 3. Laundry and miscellaneous income is estimated to average $10 per unit per month, or $11,200 per year. 4. The vacancy and collection allowances applied to the Project are as follows: s The rents for the PSH units are set at the lesser of 30% of Social Security Income or 30% of the Tax Credit Median. 1812009:SA:TRB 19090.017.008 FO M U EXHIBIT 3 Judson Brown, City of Santa Ana January 3, 2019 Santa Ana United Methodist Church: Financial Gap Analysis Page 11 A 5% vacancy and collection allowance is applied to the gross income generated by the non -PSH units, the Section 8 Subsidy, and the laundry/miscellaneous income; and b. A 10% vacancy and collection allowance is applied to the gross income generated by the PSH units that will not receive a PBV. Estimated Operating Expenses The operating expenses are estimated at $871,500 based on the following: 1. The general operating expenses are estimated at $5,505 per unit per year. 2. KMA assumes that the Developer will apply for the property tax abatement that is accorded to non-profit housing organizations that own and operate apartment units restricted to households earning less than 80% of the area median income. The property tax assessment overrides are estimated at $5,000. 3. The social services expenses are estimated at $123,100, which includes $89,630 for case management services for the PSH units. 4. The Developer will ground lease the Site from the Church for a base annual ground rent payment of $96,000 per year. The ground rent payments will escalate annually at the lesser of CPI or five percent (5%). 5. The Bond Issuer Fee is estimated at $5,000 per year. 6. The AHSC Loan has a required debt service payment equal to 0.42% of the AHSC Loan amount, which equals $84,000 per year. The replacement reserve deposits are set at $500 per unit per year, which is required by the AHSC Program. Estimated Stabilized Net Operating Income The Project's EGI is estimated at $1.01 million, and the operating expenses are estimated at $871,500. This results in estimated stabilized net operating income of $138,000. 1812009:SA:TRB 19090.017.008 80A-31 EXHIBIT 3 Judson Brown, City of Santa Ana January 3, 2019 Santa Ana United Methodist Church: Financial Gap Analysis Page 12 Financial Gap Calculation The financial gap is estimated by deducting the available outside funding sources from the Project's total development costs. The outside funding sources anticipated to be received by the Project are described in the following sections of this memorandum. Available Outside Funding Sources Tax -Exempt Multifamily Bonds To estimate the maximum Bonds that can be supported by the Project's NO[, KMA assumed that the Bonds would be underwritten based on the following requirements: 1. A 146% debt service coverage ratio;6 A 5.60% interest rate; and 3. A 20 -year amortization period. KMA estimates that the Project's stabilized NOI can support $1.13 million in Bonds. Tax Credit Proceeds KMA estimates the net Federal Tax Credit proceeds at $16.12 million. This estimate is calculated based on the following assumptions: 1. The Project's eligible Tax Credit basis is equal to the lesser of the depreciable costs for the 93 Tax Credit units, or the threshold basis limits established by TCAC. In this case, the depreciable costs of $39.98 million are less than the threshold basis limits. 2. The Project is located in a 2019 Qualified Census Tract. This allows the requested eligible basis to be increased by 30%. The Developer set the annual Federal Tax Credit rate at 3.30%. This rate is applied over the 10 -year Federal Tax Credit period. 'The cumulative debt service coverage ratio inclusive of the Bonds, AHSC mandatory loan payment and Issuer Fee is 120%, which is typical for affordable housing transactions. 1812009:SA:TRB 19090.017.008 80A-32 Judson Brown, City of Santa Ana EXHIBIT 3 January 3, 2019 Santa Ana United Methodist Church: Financial Gap Analysis Page 13 4. 100% of the Project's building are that is included in the eligible basis is located in units that qualify for Federal Tax Credits. 5. The net syndication value supported by the Tax Credits is ultimately determined based on competitive market conditions and on the timing of disbursements. Based on currently available information, the Developer estimates the Tax Credit proceeds at $0.94 per gross Tax Credit dollar. AHSC Loan The Developer anticipates receiving a $20.0 million AHSC Loan. Orange County Housing and Community Development & Homeless Prevention Funds The Developer is proposing to apply for $2.36 million in OC HCD/HP funds managed by the County of Orange. AHP Loan The Developer is proposing to apply for a loan of $920,000 in Affordable Housing Program (AHP) funds awarded by the Federal Home Loan Bank of San Francisco. Deferred Developer Fee The Developer is proposing to defer $300,000, or 6% of the Developer Fee that is included in the Project's development costs. The deferred amount will be repaid from the cash flow generated by the Project over time. General Partner Equity The Developer is proposing to provide $2.72 million in General Partner Equity to the Project. This equates to 52% of the Developer Fee that is included in the Project's development costs. Total Available Outside Funding Sources As shown in Table 3, the outside funding sources available to the Project are estimated at $43.55 million. 1812009SA:TRB 19090.017.008 EXHIBIT 3 Judson Brown, City of Santa Ana January 3, 2019 Santa Ana United Methodist Church: Financial Gap Analysis Page 14 Financial Gap Calculation Based on the preceding analysis, KMA estimates the Project's financial gap as follows: Total Development Costs $46,749,000 (Less) Total Available Funding Sources (43,550,000) Financial Gap $3,199,000 Per Unit $34,400 As shown in the preceding analysis, KMA estimates that the Project exhibits a $3.20 million financial gap. In contrast, the Developer is requesting $3.17 million in financial assistance from the City. This represents a $28,000 differential, which is an approximately 1% difference. It is the KMA opinion that a difference of this magnitude can be considered insignificant. CONCLUSIONS / RECOMMENDATIONS The following summarizes the conclusions of the KMA analysis: 1. The Developer will be ground leasing the Site from the Church. The City Attorney should review the ground lease agreement and specific ground lease terms prior to executing loan documents with the Developer. 2. Based on the KMA cash flow analysis (Table 4), the Project's NCI is estimated to go negative in Year 31.7 Thus, the Project may require financial restructuring during the City's 55 -year loan term. 3. Based on the KMA cash flow analysis, it is unlikely that there will be sufficient residual receipts to fully repay the City's loan within the 55 -year loan term. As such, there will likely be an outstanding loan balance due and payable at the end of Year 55. 7 The cash flow analysis utilizes the typical underwriting assumptions of escalating income at 2.5% per year and operating expenses at 3.5% per year. 1812009:SA:TRB 19090.017.008 Judson Brown, City of Santa Ana EXHIBIT 3 January 3, 2019 Santa Ana United Methodist Church: Financial Gap Analysis Page 15 4. While the construction costs appear reasonable, they are at the low end of the range currently being seen for similar projects in the Southern California region. As such, KMA recommends that the City require the Developer to obtain three general contractor bids prior to selecting a general contractor. The three bids should be provided to the City for review and approval. 5. The Developer proposes to receive a $5.22 million Developer Fee for the Project, which is the maximum amount allowed by the California Tax Credit Allocation Committee (TCAC). However, the Developer proposes to defer $300,000 of the Developer Fee. In addition, the Developer proposes to contribute $2.72 million in General Partner equity to the Project. As such, the cash portion of the Developer Fee to be received by the Developer at the completion of construction is $2.20 million. The City should ensure that the cash Developer Fee component is in line with similar affordable housing projects developed in partnership with the City. 6. As noted above, the Developer proposes to contribute $2.72 million of the Developer Fee to the Project as Developer Equity. The City should ensure that the following repayment terms are applied to the Developer Equity: a. The Developer Equity can only be repaid via the Project's cash flow through the Developer's share of residual receipts; b. The Developer Equity will not be secured by a promissory note; and C. The Developer Equity can only be repaid upon sale/transfer of the Project after the City's financial assistance is repaid in full. 1812009:SA:TRB 19090.017.008 FO ' i0:cu-111K TABLE 1 ESTIMATED DEVELOPMENT COSTS 1 SANTA ANA UNITED METHODIST CHURCH PROJECT SANTA ANA, CALIFORNIA I. Direct Costs ` AHSC Elements $850,000 AHSC Transit Improvements 3,500,000 Off-site Improvements 1,264,000 Demolition Costs 75,794 Sf Land $13 /Sf land 1,006,000 On-site Improvements 75,794 Sf Land $40 /5f Land 3,027,000 Parking Costs 110 Spaces $23,000 /Space 2,530,000 Residential Shell Costs 123,062 Sf GBA $123 /Sf GBA 15,193,000 Furnishings, Fixtures & Equipment 150,000 Contractor Fees / General Requirements 3 14% Construction Costs 3,223,000 General Liability Insurance / Const Bonds 3 2% Construction Costs 460,000 Contingency Allowance 3 5% Other Direct Costs 1,343,000 Total Direct Costs 123,062 Sf GBA $264 /Sf GBA $32,546,000 II. Indirect Costs Architecture, Engineering & Consulting 6.0% Direct Costs $1,953,000 Permits & Fees 4 93 Units $26,075 /Unit 2,425,000 Taxes, Ins, Legal & Accounting 1.5% Direct Costs 488,000 Relocation Costs 50,000 Marketing&Leasing 93 Units $968 /Unit 90,000 Developer Fee s 15% Eligible Costs 5,215,000 Contingency Allowance - 5% Other lndirects 511,000 Total Indirect Costs $10,732,000 III. Financing Costs Interest During Construction Series A Bond 6 $1,133,000 Loan Amount 4.00% Interest $63,000 Series B Bond 7. $34,469,000 Loan Amount 4.00% Interest 1,930,000 Financing Fees Series A Bond $1,133,000 Loan Amount 1.50 Points 17,000 Series B Bond $34,469,000 Loan Amount 1.50 Points 517,000 Capitalized Reserves Bus Passes 8 609,000 Operating Reserve 9 3 Months Oper Expenses & Dbt Svc Pmts 176,000 TCAC Fees 10 159,000 Total Financing Costs $3,471,000 IV. Total Development Costs 93 Units $502,700 /Unit $46,749,000 1 The Developer will ground lease the Site from the Santa Ana United Methodist Church. z Based on Developer estimates. Estimates assume prevailing wage requirements will not be Imposed on the Project. 9 Perthe Developer, the costs for the ASHC Elements and Transit Improvements are excluded from this calculation. 4 Based on Developer estimate. The estimate should be verified by City staff. 9 Based on Developer estimate. The maximum amount allowed by TCAC is equal to 15% of the Project's eligible Tax Credit basis. 6 Includes debt on the 80% of the Tax Credit Equity which will not be funded during construction. Assumes an 18 -month construction period with a 60% average outstanding balance and a 6 -month absorption period with a 100% average outstanding balance. 7 Equal to the unfunded construction costs minus the Series A Bond amount; an 18 -month construction period with a 60% average outstanding balance; and a 6 -month absorption period with a 100% average outstanding balance. 8 Based on Developer estimates. 9 Per the Developer, for the operating reserve estimate, the operating expenses exclude property taxes, social services, issuer fee, AHSC payment, and replacement reserve deposits. 10 Includes a $2,000 application fee; $410/unit monitoring fee; and 1% of the gross Tax Credit proceeds for one year. Prepared by: Keyser Marston Associates, Inc. Filename: SA United Methodist Church -41% TC—AHSC-1 3 198AF/kn!36 EXHIBIT 3 TABLE 2 STABILIZED NET OPERATING INCOME SANTA ANA UNITED METHODIST CHURCH PROJECT SANTA ANA, CALIFORNIA I. Gross Residential Income 1 Manager's Unit 1 Unit $0 /Unit/Month $0 Tax Credit @ 30% Median (PSHI 8 Units $1,121 /Unit/Month 107,600 1 -Bedroom Units @ (569 -Sq 30 Units $226 /Unit/Month 81,400 2 -Bedroom Units @ (92D-59 3 Units $212 /Unit/Month 7,600 Tax Credit @ 30% Median 5.00% Gross Non -PSH Income (48,300) 2 -Bedroom Units @ (920 -Sq 6 Units $683 /Unit/Month 49,200 3 -Bedroom Units @ (1,364-Sf) 5 Units $781 /Unit/Month 46,900 Tax Credit @ 50% Median 2 -Bedroom Units @ (920-Sf) 20 Units $1,175 /Unit/Month 282,000 3 -Bedroom Units @ (1,364-Sf) 11 Units $1,350 /Unit/Month 178,200 Tax Credit @ 60% Median 93 Units $1,324 /Unit 123,100 2 -Bedroom Units @ (920-Sf) 12 Units $1,421 /Unit/Month 204,600 3 -Bedroom Units @ (1,364-Sf) 5 Units $1,634 /Unit/Month 98,000 Section 8 Subsidy Tax Credit @ 30% Median 1 -Bedroom Units @ (569-Sf) 8 Units $1,121 /Unit/Month 107,600 Gross Rental Income 93 Units $1,055,500 Laundry and Miscellaneous 93 Units $10 /Unit/Month 11,200 (Less) Vacancy & Collection Allowance 5.00% Gross Non -PSH Income (48,300) (Less) Vacancy & Collection - PSH 10.00% Gross PSH Income (8,900) Effective Gross Income $1,009,500 II. Operating Expenses General Operating Expenses 93 Units $5,505 /Unit $511,900 Property Taxes z 93 Units $54 /Unit 5,000 Services 93 Units $1,324 /Unit 123,100 Ground Lease Payment 3 96,000 Bond Issuer Fee 93 Units $54 /Unit 5,000 AHSC Mandatory Payment 4 $20,000,000 AHSC Loan 0.42% AHSC Loan 84,000 Replacement Reserve 4 93 Units $500 /Unit 46,500 Total Operating Expenses 93 Units $9,371 /Unit $871,500 III. lNet Operating Income$138,000 ' Based on Orange County 2018 Incomes distributed by HUD. Based on rents published in 2018 by TCAC. Utility Allowances per the Developer: $41 for 1-Bdrm units; $55 for 2-Bdrm units; and $71 for 3-Bdrm units. z Based on the assumption that the Developer will receive the property tax abatement accorded to non-profit housing organizations that own and operate apartment units restricted to households earning less than 80% of the area median income. 3 The Developer provided an appraisal prepared by Curtis -Rosenthal, Inc. on August 23, 2018, which estimates the Fee Simple Market Value of the Site as vacant at $4.70 million. The initial year ground rent payment is equal to approximately 2% of the appraised value, which can be considered a below market ground lease payment. 4 Based on the requirements of the Affordable Housing and Sustainable Communities (AHSC) Program. Prepared by: Keyser Marston Associates, Inc. Filename: SA United Methodist Church -4% TC_AHSC_1 3 181DAma TABLE 3 FINANCIAL GAP CALCULATION SANTA ANA UNITED METHODIST CHURCH PROJECT SANTA ANA. CALIFORNIA I. Available Funding Sources Tax -Exempt Multifamily Bonds 1 Net Operating Income $138,000 N01 (See Table 2) Income Available for Mortgage 1.46 OCR Interest Rate 5.60% Interest Rate Tax -Exempt Multifamily Bonds Tax Credit Ectuiri 2 Gross Tax Credit Value $17,151,000 Syndication Rate $0.94 /Tax Credit Dollar Net Tax Credit Equity AHSC 3 OC HCD/HP Funds 3 AHP 3 Deferred Fee 3 6% Total Developer Fee GP Equity 3 52% Total Developer Fee Total Available Funding Sources II. Financial Gap Calculation Total Available Funding Sources (Less) Total Development Costs $94,317 Debt Service 8.32% Mortgage Constant EXHIBIT 3 $1,133,000 $16,122,000 $20,000,000 $2,360,000 $920,000 $300,000 $2,715,000 $43,550,000 (46,749,000) $43,550,000 III. I Financial Surplus/ (Financial Gap) 93 Units ($34,400) /Unit ($3,199,000) 1 Assumes 20 -year amortization term. 2 Assumes a $40.0 million eligible basis, plus a 130% difficult -to -develop premium, a 3.3% Tax Credit rate and an applicable fraction of 100.00%. 3 Based on Developer estimate. Prepared by: Keyser Marston Associates, Inc. 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T d r eo pa ¢I U a n e > =o U E ti Ls 22 Q a c 0 $_ o a ° E s5'N i ij vav1 u¢ U• .04 O N N N G • a ii MINUTES OF THE SPECIAL MEETING OF THE SUCCESSOR AGENCY OF THE CITY OF SANTA ANA, CALIFORNIA CALLED TO ORDER 4, 2018 COUNCIL CHAMBER 22 CIVIC CENTER PLAZA SANTA ANA, CA 10:04 P.M. ATTENDANCE AGENCY MEMBERS Present: MIGUEL A. PULIDO, Chair MICHELE MARTINEZ, Chair Pro Tem P. DAVID BENAVIDES JOSE SOLORIO SAL TINAJERO JUAN VILLEGAS AGENCY MEMBERS Absent: VICENTE SARMIENTO STAFF Present: RAUL GODINEZ II, City Manager SONIA R. CARVALHO, Legal Counsel MARIA D. HUIZAR, Recording Secretary PUBLIC COMMENTS - None CONSENT CALENDAR ITEMS MOTION: Approve staff recommendations on the following Consent Calendar Items: 1 through 4. MOTION: Tinajero SECOND: Benavides VOTE: AYES: Benavides, Martinez, Pulido, Solorio Tinajero, Villegas (6) NOES: None (0) ABSTAIN: None (0) ABSENT: Sarmiento (1) MINUTES FOR CITY OF SANTA ANA ACTING AS SUCCESSOR AGENCY 1 SA -1-1 DECEMBER 4, 2018 1. SPECIAL MEETING MINUTES OF JULY 17, 2018 {STRATEGIC PLAN NO. 5, 1} MOTION: Approve revised Minutes. 2. SPECIAL MEETING MINUTES OF OCTOBER 2, 2018 {STRATEGIC PLAN NO. 5, 1} MOTION: Approve Minutes. 3. EXCUSED ABSENCES MOTION: Excuse the absence of Councilmember Sarmiento from said meeting. 4. RECEIVE AND FILE THE QUARTERLY REPORT OF CONTRACTS ENTERED INTO BY THE CITY MANAGER (JULY 1, 2018 — SEPTEMBER 30, 2018) {STRATEGIC PLAN NO. 4, 11 MOTION: Receive and file. **END OF CONSENT CALENDAR" COMMENTS 5. CITY COUNCIL ACTING AS SUCCESSOR AGENCY COMMENTS — None. ADJOURNMENT - 10:05 P.M. Maria D. Huizar Recording Secretary MINUTES FOR CITY OF SANTA ANA 2 DECEMBER 4, 2018 ACTING AS SUCCESSOR AGENCY SA -1-2 /oc a ate" y � REQUEST • -SUCCESSOR AGENCY y yl b� ACTION . MEETING DATE: JANUARY 15, 2019 TITLE: RECEIVE AND FILE THE QUARTERLY REPORT OF CONTRACTS ENTERED INTO BY THE CITY MANAGER (OCTOBER 1, 2018 — DECEMBER 31, 2018) (STRATEGIC PLAN NO. 4, 1) CITY MANAGER RECOMMENDED ACTION Receive and file. CLERK OF THE COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Implementing Resolution ❑ Other CONTINUED TO FILE NUMBER On November 19, 2012, the City Council of the City of Santa Ana acting as Successor Agency to the former Community Redevelopment Agency of the City of Santa Ana (Successor Agency) established the City Manager's authority to execute agreements in an amount not to exceed $25,000. This authority required the submission of a quarterly report to the Successor Agency at a public meeting on all such agreements, including the names of contractors and the amounts of each contract. There was one agreement entered into during the period of October 1, 2018 through December 31, 2018 (Exhibit 1). STRATEGIC PLAN ALIGNMENT Approval of this item assists the City in meeting Goal #4 - Fiscal Sustainability, Objective #1 (Maintain a stable, efficient and transparent financial environment). FISCAL IMPACT There is no fiscal impact associated with this action. Steven A. Mendoza Executive Director Community Development Agency Exhibit: 1. Quarterly Report SA -3-1 EXHIBIT 7 Successor Agency Quarterly Reports of Contracts (October 1, 2018 - December 31, 2018) VENDOR NAME I DATE I NUMBER I AMOUNT IDESCRIPTION BLX Group, LLC 11/1/2018 1819 -SN -004 $25,000 Arbitrage rebate compliance services SA -3-2 �Q`SdT v\ REQUEST • SUCCESSOR AGENCY � y ACTION • `•.1 _— JFU MEETING DATE: JANUARY 15, 2019 TITLE: ADOPT A RESOLUTION APPROVING THE RECOGNIZED OBLIGATION PAYMENT SCHEDULE FOR THE PERIOD OF JULY 1, 2019 THROUGH JUNE 30, 2020 {STRATEGIC PLAN NO. 4, 1} r6o TY MANAGER RECOMMENDED ACTION CLERK OF THE COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Implementing Resolution ❑ Other CONTINUED TO FILE NUMBER Adopt a resolution approving the Recognized Obligation Payment Schedule for the period of July 1, 2019 through June 30, 2020 pursuant to Part 1.85 of Division 24 of the California Health & Safety Code. DISCUSSION Pursuant to Part 1.85 of Division 24 of the California Health & Safety Code ("Dissolution Act"), the City Council on January 9, 2012, elected for the City to act' as the "Successor Agency to the dissolved Community Redevelopment Agency ("Agency"). On February 1, 2012, in accordance with the Dissolution Act and the California Supreme Court's decision in California Redevelopment Association v. Matosantos, Case No. S194861, the Agency was dissolved and the City began to serve as the "Successor Agency." The City Council serves as the governing body of the Successor Agency under the Dissolution Act as amended by AB 1484, AB 471, and SB 107, to administer the enforceable obligations of the Agency and otherwise unwind the Agency's affairs. Effective July 1, 2018, the local Oversight Board to the Successor Agency was dissolved and the new Orange Countywide Oversight Board (OCOB) was established. The OCOB now has oversight with respect to the Dissolution process, including review and approval of the Recognized Obligation Payment Schedule (ROPS). The ROPS includes the administrative cost allowance as required under Health and Safety Code Section 34177 Q) through (k), and is presented in the format designed by the Department of Finance (DOF). On November 8, 2018, the Successor Agency issued its Tax Allocation Refunding Bonds, Series 2018A and 2018B ("2018 Bonds") in the amount of $72,310,000 to refinance the former Agency's Merged Project Area, Tax Allocation Bonds, 2011 Series A Bonds ("2011 Bonds") and the South SA -4-1 ROPS 19-20 January 15, 2019 Page 2 Main Street Redevelopment Project, Tax Allocation Bonds 2003 Series A and Series B Bonds ("2003 Bonds") upon approval by DOR This refinancing action will result in the retirement of the various obligations associated with the 2003 and 2011 Bonds on the ROPS 19-20; specifically line items 1 through 12. Additionally, new line items 160 through 167 have been added for the debt service payments, trustee fees, continuing disclosure fees, and arbitrage rebate analysis fees associated with the new 2018 Bonds. Upon Successor Agency approval, the ROPS will be submitted to the Orange Countywide Oversight Board for approval at its January 29, 2019 meeting. Upon OCOB approval, the ROPS will be submitted to the DOF, County, and other appropriate entities as required by the Dissolution Act by the February 1, 2019 deadline. The ROPS will also posted on the Successor Agency's website. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #4 - City Financial Stability, Objective #1 (Maintain a stable, efficient and transparent financial environment). FISCAL IMPACT The Successor Agency is limited to making only payments listed on the approved ROPS for each annual period. Administrative expenses are capped at three percent of the actual property tax distributed for the ROPS in the preceding fiscal year or the minimum of $250,000 per year. The Successor Agency is anticipated to be approved for $289,698 in administrative cost allowance for FY 19/20. Funds will be budgeted for FY 19/20 in the Redevelopment Obligation Retirement Funds (account no. 67118021 -various, 67018843 -various, and 67018850 -various) upon approval of the ROPS by DOF. APPROVED AS TO FUNDS AND ACCOUNTS: Steven A. Mendoza Kathryn Downs, CPA Executive Director Executive Director Do Community Development Agency Finance and Management Services Agency SM/SG Exhibit: 1. Resolution A. Recognized Obligation Payment Schedule 19-20 SA -4-2 EXHIBIT 1 SUCCESSOR AGENCY RESOLUTION NO. 2019- A RESOLUTION OF THE SUCCESSOR AGENCY TO THE FORMER COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA APPROVING THE RECOGNIZED OBLIGATION PAYMENT SCHEDULE 19-20 FOR THE PERIOD OF JULY 1, 2019 TO JUNE 30, 2020 PURSUANT TO HEALTH AND SAFETY CODE SECTION 34177 (o), AND PART 1.85 OF DIVISION 24 OF THE CALIFORNIA HEALTH AND SAFETY CODE ("DISSOLUTION ACT") BE IT RESOLVED BY THE MEMBERS OF THE SUCCESSOR AGENCY OF THE CITY OF SANTA ANA, AS FOLLOWS: Section 1. The City Council of Santa Ana, acting as Successor Agency, conclusively finds, determines and declares as follows: A. On January 9, 2012, pursuant to section 34173 of the California Health & Safety Code, the City of Santa Ana ("City') elected to serve as the Successor Agency for the dissolved Community Redevelopment Agency ("Agency') of the City of Santa Ana and selected the Housing Authority of the City of Santa Ana to act as "Successor Housing Agency." B. The City Council serves as the governing body of the Successor Agency under the Dissolution Act, as amended by AB 1484, AB 471, and SB 107, to administer the enforceable obligations of the Agency and otherwise unwind the Agency's affairs. C. SB 107 revised the timeline for the preparation of the required Recognized Obligation Payment Schedule (ROPS) from each six-month period to a one-year period beginning July 1, 2016. D. The annual ROPS includes the administrative cost allowance as required under Health and Safety Code Section 34177 0) through (k). E. The annual ROPS for the July 1, 2019 through June 30, 2020 period must be approved by the Countywide Oversight Board and submitted to the County Auditor - Controller, State Controller's Office, and to the State Department of Finance (DOF) no later than February 1, 2019. Section 2. The Successor Agency approves the Recognized Obligation Payment Schedule 19-20, attached hereto as Exhibit A and incorporated herein by this reference, and authorizes the submission to the County of Orange and Countywide Oversight Board for review and approval. Section 3. Pursuant to the Dissolution Act, the Successor Agency further authorizes the transmittal of the ROPS 19-20, upon subsequent Countywide Oversight Board approval, to DOF Resolution No. 201&_ Page 1 of 3 SA -4-3 with copies to the County Administrative Officer, the County Auditor -Controller, and the State Controller's Office. Section 4. The City Manager, or his/her designee ("City Manager'), is directed to post on the City's website the ROPS 19-20 in the manner required by law. Section 5. The City Manager and/or the Executive Director of Community Development, or their respective designees, as delegated officials of the City acting as Successor Agency, are authorized to make or accept any augmentation, modification, additions, or revisions to the ROPS as may be necessary and appropriate in their reasonable discretion, based on review or communications from the Countywide Oversight Board, the State Department of Finance or County of Orange. Section 6. This Resolution shall take effect immediately upon its adoption by the Successor Agency, and the Clerk of the Council shall attest to and certify the vote adopting of this Resolution. ADOPTED this day of APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: Ry1W O. ftbdge Assistant City Attorney AYES: Councilmembers: NOES: Councilmembers: ABSTAIN: Councilmembers: NOT PRESENT: Councilmembers: Resolution No. 2018 - Page 2 of 3 SA -4-4 2019. Miguel A. Pulido Mayor CERTIFICATION OF ATTESTATION AND ORIGINALITY I, Maria D. Huizar, Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2019- to be the original resolution adopted by the City Council acting as the Successor Agency on January , 2019. Date: Maria D. Huizar, Clerk of the Council SA -4-5 Resolution No. 2019 - Page 3 of 3 min SA -4-6 W t7 N W m N N N N q C N dl O N O E N N M N m LL a v N 0 .. 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