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HomeMy WebLinkAbout FULL PACKET_2020-12-15LS 10.12.20 ORDINANCE NO. NS-XXXX AN ORDINANCE OF THE CITY COUNCIL APPROVING AMENDMENT APPLICATION NO. 2020-04 MODIFYING THE SUB -ZONING DESIGNATION OF THE PROPERTIES LOCATED AT 501, 507, 509, 515, AND 519 EAST FOURTH STREET AND THOSE AT 502, 506, 510, 514, 520 EAST FIFTH STREET FROM SPECIFIC DEVELOPMENT NO. 84, URBAN NEIGHBORHOOD 2 (UN-2) SUB -ZONE, TO THE URBAN CENTER (UC) SUB -ZONE 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: WHEREAS, Chapter 41, Article 1, Division 1, Section 41-1 of the Municipal Code establishes the necessity of businesses, trades and industries; regulating t regulation; the location, height, bulk and size yards and open space; the City is divided into and area as may be considered best suited tc for their enforcement; and Santa Ana segregating the location of residences, he use of buildings, structures, and land of buildings and structures, the size of land -use districts of such number, shape carry out these regulations and provide WHEREAS, the regulations are considered necessary in order to: encourage the most appropriate use of land, conserve and stabilize property value, provide adequate open spaces for light and air and to prevent and fight fires, prevent undue concentration of population, lessen congestion on streets and highways, and promote the health, safety and general welfare of the people, all as part of the general plan of the City; and WHEREAS, the City of Santa Ana has adopted a zoning map which has since been amended from time to time; and WHEREAS, Andrew Nelson, with Red Oak Investments, LLC, representing Northgate Gonzalez Real Estate (hereinafter referred to as "Applicant"), seeks to develop the 4th and Mortimer Mixed -use Development Project ("proposed Project'), on a 1.423-acre site at 409 East Fourth Street and a 1.292-acre site at 501, 507, 509, 515, and 519 East Fourth Street and 502, 506, 510, 514, 520 East Fifth Street (collectively referred to as "509 East Fourth Street") in Santa Ana, California ("Project Site"); and WHEREAS, during the City's entitlement and environmental review process, and in response to comments and concerns raised by the City and public, the Applicant has proposed the subject mixed -use Project; and Ordinance No. NS-XXXX Page 1 11 A-1 WHEREAS, the entire Project as currently proposed entails, among other things, (1) demolition of an existing commercial grocery market, surface parking lot, an existing commercial auto building, and ancillary structures on the Project Site; (2) redevelopment of the Project Site with a residential and commercial mixed -use development consisting mixed -use residential and commercial development consisting of two separate buildings located on two development sites at 409 (Site A) and 509 (Site B) East Fourth Street, with up to 169 residential rental units, 11,361 square feet of commercial space, 422 on -site parking spaces, and onsite landscaping and amenities; (3) approval of Site Plan Review No. 2020-03 to allow the construction of two structures over four stories in height; (4) approval of Variance No. 2020-06 to allow an increase in the allowable building size and massing for Site B; and (5) approval of Amendment Application (AA) No. 2020-04, which would change the zoning of Site B from Specific Development No. 84, Urban Neighborhood 2 (UN-2) sub -zone, to the Urban Center (UC) sub -zone; and WHEREAS, the requested Amendment Application would modify the zoning designation of Site B from Specific Development No, 84, Urban Neighborhood 2 (UN-2) sub -zone, to Specific Development No. 84, Urban Center (UC) to facilitate the construction of the proposed Project; and WHEREAS, in accordance with the California Environmental Quality Act (CEQA), the City Council of the City of Santa Ana hereby finds, determines, and declares as follows: Based on the substantial evidence set forth in the record, including but not limited to the Environmental Impact Report (EIR) for the Transit Zoning Code Project (SCH NO. 2006071100) and the 2020 41h and Mortimer Mixed -Use Development EIR Addendum, the City Council finds that an addendum is the appropriate document for disclosing the changes to the subject properties, and that none of the conditions identified in Public Resources Code section 21166 and State CEQA Guidelines section 15162 requiring subsequent environmental review have occurred, because: A. The project does not constitute a substantial change that would require major revisions of the 2010 EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects. B. There is not a substantial change with respect to the circumstances under which the project will be developed that would require major revisions of the 2010 EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of the previously identified significant effects. C. New information of substantial importance has not been presented that was not known and could not have been known with the exercise of reasonable diligence at the time the 2010 EIR was certified or adopted, showing any of the following: (i) that the modifications would have one or more significant effects not discussed in the earlier environmental documentation; (ii) that significant Ordinance No. NS-XXXX Page 2 11 A-2 effects previously examined would be substantially more severe than shown in the earlier environmental documentation; (iii) that mitigation measures or alternatives previously found not to be feasible would in fact be feasible and would substantially reduce one or more significant effects, but the Applicant declined to adopt such measures; or (iv) that mitigation measures or alternatives considerably different from those analyzed previously would substantially reduce one or more significant effects on the environment, but which the Applicant declined to adopt. WHEREAS, the 2020 4th and Mortimer Mixed -Use Development EIR Addendum analyzed the impacts related to the proposed amendment to the zoning map and Specific Development No. 84; and WHEREAS, on October 12, 2020, the Planning Commission conducted a duly noticed public hearing to consider the 2020 4th and Mortimer Mixed -Use Development EIR Addendum, Site Plan Review No. 2020-03, Variance No. 2020-06, and Amendment Application No. 2020-04 described above. After hearing all relevant testimony from staff, the public and the City's consultant team, the Planning Commission voted to recommend that the City Council adopt a resolution approving an Addendum to the EIR for the Transit Zoning Code Project (SCH NO. 2006071100) and adoption of a mitigation monitoring and reporting program for Amendment Application No. 2020-04, and to adopt an ordinance approving Amendment Application No. 2020-04 for Specific Development No. 84 (SD84). WHEREAS, on December 1, 2020, the City Council conducted a duly noticed public hearing to consider the 2020 4th and Mortimer Mixed -Use Development EIR Addendum and Amendment Application No. 2020-04 and at which hearing members of the public were afforded an opportunity to comment upon the Project. After hearing all relevant testimony from staff, the public and the City's consultant team, the City Council voted to adopt a resolution approving an Addendum to the Environmental Impact Report for the Transit Zoning Code Project (SCH NO. 2006071100) and adoption of a mitigation monitoring and reporting program for Amendment Application No. 2020-04, and to adopt an ordinance approving Amendment Application No. 2020-04 for Specific Development No. 84 (SD84). NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF SANTA ANA DOES RESOLVE, DETERMINE, FIND, AND ORDER AS FOLLOWS: SECTION 2. CALIFORNIA ENVIRONMENTAL QUALITY ACT: The City Council has reviewed and approved an Addendum to the Environmental Impact Report for the Transit Zoning Code Project (SCH NO. 2006071100) and adoption of a mitigation monitoring and reporting program for Amendment Application No. 2020-04. SECTION 3. AMENDMENT APPLICATION: The Amendment Application consists of amendments to the zoning map changing the zoning of Site B from Specific Development No. 84, Urban Neighborhood 2 (UN-2) sub -zone, to the Urban Center Ordinance No. NS-XXXX Page 3 11 A-3 (UC) sub -zone, as shown in Exhibit A and Exhibit B respectively, attached hereto and incorporated herein by reference. SECTION 4. LOCATION OF DOCUMENTS: The Amendment Application, Addendum to the Environmental Impact Report for the Transit Zoning Code Project (SCH NO. 2006071100) and all supporting documents are online, on file and available for public review at Santa Ana City Hall, 20 Civic Center Plaza, Santa Ana, California 92702, SECTION 5. GENERAL PLAN CONSISTENCY: The City Council hereby finds that the proposed Amendment Application is compatible with the objectives, policies, and general plan land use programs in that: A. The proposed Amendment Application will not adversely affect the public health, safety, and welfare in that the Amendment Application will not result in incompatible land uses on adjacent properties, inconsistencies with any General Plan goals or policies, or adverse impacts to the environment. B. The amendment application to change the zoning designation of Site B from Specific Development No. 84, Urban Neighborhood 2 (UN-2) sub -zone, to the Urban Center (UC) sub -zone is consistent with Santa Ana Municipal Code section 41-593.1 for the following reasons: (1) Protecting and enhancing the value of properties by encouraging the use of good design principles and concepts, as related to the division of property, site planning and individual improvements with full recognition of the significance and effect they have on the proper planning and development of adjacent and nearby properties. The project's site plan has been designed to integrate the project site into the surrounding community. Both parking garages will provide vehicular gates separating available commercial parking spaces (e.g., guest, commercial, employee, etc.) from the residential parking areas. Vehicular access will be provided from Fifth Street by one right -turn only driveway west of Mortimer Street and one full access driveway east of Mortimer Street. The on -site circulation would provide safe access for vehicle -pedestrian traffic and the driveway would provide sufficient throating such that access to parking spaces is not impacted by internal vehicle queuing/stacking. Pedestrian access points would be provided by residential lobbies access along French and Mortimer Street. These access points have been designed to ensure the safety of residents and visitors of the project site, as well as commuters, employees, and residents of the surrounding community. (2) Encouraging, securing and maintaining the orderly and harmonious appearance, attractiveness and aesthetic development of structures Ordinance No. NS-XXXX Page 4 11 A-4 and grounds in order that the most appropriate use and value thereof be determined and protected. Both sites in the development have been carefully designed to be integrated within the existing development pattern in Downtown Santa Ana. Each site has its own unique architectural vernacular defined by scale, facade articulation, roof forms, materials, and detailing. Both of these blocks are designed in closely related and established California Contemporary architectural style, which complements the neighborhood in which the development is located. The overall development will feature amenities commonly found at other upscale mixed -use developments in the region. These include a large courtyard with pool, spa, clubroom, fitness room, and landscaping in the center of Site A; a roof terrace on the 7th floor of Site A, overlooking Fourth and French streets; a leasing office and lounge in Site A; a bike locker in Site A; and a ground - floor lobby and resident amenity area in Site B. In addition, the project features private open space/decks for 59 units on Site A and 48 on Site B. The two -block project will be built and is conditioned to be managed as a single community and all amenities will be accessible to residents from either site. (3) Providing a method whereby specific development plans are to be based on the general plan as well as other regulations, programs, and legislation as may, in the judgment of the city, be required for the systematic execution of the general plan. The project site has a General Plan designation of District Center on Site A and Urban Neighborhood on Site B. The District Center -Downtown District and Urban Neighborhood land use designation accommodates high-rise office, commercial, and mixed -use residential uses with an emphasis on streets that accommodate all modes of transportation for this land use designation. The allowable floor area ratio (FAR) for District Center and Urban Neighborhood land use designation would be a maximum of 3.0 and 1.80, respectively. The proposed project would include construction of two new buildings, one of which would be seven stories in height with an FAR of 2.4 (Site A) and one that would be five stories in height with an FAR of 1.8 (Site B), consistent with the allowable FAR as part of the General Plan. Furthermore, the project is consistent with several goals and policies of the General Plan, including the Economic Ordinance No. NS-XXXX Page 5 11 A-5 Development Element and Land Use Element. Land Use Element Goal 1 promotes a balance of land uses to address basic community needs. Policy 1.1 promotes medium density housing in and around the downtown area and Policy 1.2 supports high density residential development within the City's District Centers as a part of a mixed use development. The project will involve construction of a mixed -use residential and commercial building on Site A with a density of 69.6 du/ac, and a multi -family residential building on Site B with a density of 54.2 dufac, on two adjacent city blocks in downtown, within the Transit Zoning Code area. Therefore, the Project will be consistent with the General Plan Land Use Element. 4) Recognizing the interdependence of land values and aesthetics and providing a method to implement this interdependence in order to maintain the values of surrounding properties and improvements and encouraging excellence of property development, compatible with the general plan for, and character of, the city, with due regard for the public and private interests involved. The project is consistent with the Land Use Element Goal 2 which promotes land uses that enhance the City's economic and fiscal viability. Policy 2.7 support projects that contribute to the redevelopment and revitalization of the central City urban areas. The development proposes to redevelop to City blocks currently occupied by a commercial building, surface parking lot, and vacant and unimproved buildings and parcels. Policy 2.10 supports new development that is harmonious in scale and character with existing development in the area. Both sites in the development have been carefully designed to be integrated within the existing development pattern in Downtown Santa Ana. The mixture of land uses on the project site, including residential, commercial, and open space, will contribute to the formation a dynamic downtown core. The commercial and open space components will serve both residents and visitors of the project site, as well as the large daytime employee population working in the project site's immediate vicinity. (5) Ensuring that the public benefits derived from expenditures of public funds for improvements and beautification of streets and public facilities shall be protected by exercise of reasonable controls over the character and design of private buildings, structures and open spaces. The project is consistent with Economic Development Element Goal 2 maintains and enhances the diversity of the City's economic base. Policy 2.3 encourages the development of Ordinance No. NS-XXXX Page 6 11 A-6 mutually beneficial and supportive business clusters within the community. The construction of this project will contribute toward an economically balanced community by providing housing and commercial retail opportunities (e.g., restaurant, retail sales, etc.) for different demographics in an area rich with employment opportunities, commercial development, and market -rate housing. In addition, a fiscal and economic impact analysis estimates that the proposed development will result net positive fiscal impacts to the City, the Business Improvement District, and over 800 new temporary or permanent jobs. Specifically, the analysis estimates $5.4 million net new General Fund revenues associated with the project over a 25-year period. The mixed -use development will utilize existing water, sewer, and drainage infrastructure and will not result in the expansion of infrastructure. In addition, the Project will not result in the need for expansion of new or altered police or fire facilities. SECTION 6. INDEMNIFICATION. A. General Indemnification. The Applicant shall indemnify, protect, defend and hold the City and/or any of its officials, officers, employees, agents, departments, agencies, authorized volunteers, and instrumentalities thereof, harmless from any and all claims, demands, lawsuits, writs of mandamus, and other and proceedings (whether legal, equitable, declaratory, administrative or adjudicatory in nature), and alternative dispute resolution procedures (including, but not limited to arbitrations, mediations, and such other procedures), judgments, orders, and decisions (collectively "Actions"), brought against the City and/or any of its officials, officers, employees, agents, departments, agencies, and instrumentalities thereof, that challenge, attack, or seek to modify, set aside, void, or annul, any action of, or any permit or approval issued by the City and/or any of its officials, officers, employees, agents, departments, agencies, and instrumentalities thereof (including actions approved by the voters of the City) for or concerning the project, whether such Actions are brought under the Ralph M. Brown Act, California Environmental Quality Act, the Planning and Zoning Law, the Subdivision Map Act, Code of Civil Procedure sections 1085 or 1094.5, or any other federal, state or local constitution, statute, law, ordinance, charter, rule, regulation, or any decision of a court of competent jurisdiction. It is expressly agreed that the City shall have the right to approve, which approval will not be unreasonably withheld, the legal counsel providing the City's defense, and that Applicant shall reimburse the City for any costs and expenses directly and necessarily incurred by the City in the course of the defense. City shall promptly notify the Applicant of any Action brought and City shall cooperate with Applicant in the defense of the Action. B. Further Indemnification. Within five (5) days of receipt of a referendum petition by the City, Applicant shall deposit Fifty Thousand Dollars ($50,000) ("Referendum Deposit") with the City. City may use the funds to pay any and all costs associated with said referendum measure. If at any time the Referendum Deposit account has Five Thousand Dollars ($5,000) or less remaining, Applicant shall, within Ordinance No. NS-XXXX Page 7 11 A-7 three (3) days of receiving notice from the City, deposit with the City additional funds as requested by the City to cover all costs and expenses associated with processing the referendum and holding the related election. Following certification of the election results, any funds remaining in the Referendum Deposit account shall be returned to the Applicant. SECTION 7. 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. SECTION 8. CITY COUNCIL ACTIONS: The City Council hereby takes the following actions: 1. The City Council hereby adopts an Ordinance approving Amendment Application No. 2020-04 as follows: A. Subject to compliance with the approved Addendum to the Environmental Impact Report for the Transit Zoning Code Project (SCH NO. 2006071100) and adopted mitigation monitoring and reporting program for Amendment Application No. 2020-04, the properties at 501, 507, 509, 515, and 519 East Fourth Street and 502, 506, 510, 514, 520 East Fifth Street shall be amended to Specific Development No. 84 Urban Center (UC) sub -zone as set forth in Exhibit A and Exhibit B, attached hereto and incorporated herein by reference. B. The Amendment Application shall not take effect unless and until the Planning Commission reviews and approved the EIR Addendum, Environmental Review No. 2018-113, Variance No. 2020-06 and Site Plan Review No. 2020-03, and the City Council reviews and approves the EIR Addendum, Environmental Review No. 2018-113 for the subject project. SECTION 9. EXECUTION OF ORDINANCE. The Mayor shall sign this Ordinance and the Clerk of the Council shall attest and certify to the adoption thereof. ADOPTED this day of 2020. Miguel A. Pulido Mayor Ordinance No, NS-XXXX Page 8 11 A-8 APPROVED AS TO FORM: Sonia R. Carvalho City Attorney By: &'/ , C C Lisa E. Storck Assistant City Attorney AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers CERTIFICATE OF ATTESTATION AND ORIGINALITY I, DAISY GOMEZ, Clerk of the Council, do hereby attest to and certify that the attached Ordinance No. NS-XXXX to be the original ordinance adopted by the City Council of the City of Santa Ana on , 2020, and that said ordinance was published in accordance with the Charter of the City of Santa Ana. Date: Daisy Gomez Clerk of the Council City of Santa Ana Ordinance No. NS-XXXX Page 9 11 A-9 LS 10.26.20 ORDINANCE NO. NS-XXXX AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING AMENDMENT APPLICATION NO. 2020-02 REZONING THE PROPERTIES LOCATED AT 4310, 4314, 4318, 4322, 4326 AND 4330 WEST FIFTH STREET; 113, 117, 121, 201, 203, 207, 211, 221, 223, 225, 227, 229, 231, 233, 235, 237, 239, 241, 243, 245, 247, 301 AND 305 NORTH MOUNTAIN VIEW STREET; AND 4311 WEST FIRST STREET 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. Steve Jones with Olympia Capital Corporation, representing Mountain View Real Estate Investments, LLC. ("Applicant') is requesting approval of Amendment Application (AA) No. 2020-02 to change the zoning designation of the properties located at 301 and 305 North Mountain View Street from General Agricultural (Al) to Two -Family Residence (R2) in order to facilitate construction of an 8-unit condominium development. B. In addition, the City of Santa Ana is proposing to change the land use designation of the properties located at 4310, 4314, 4318, 4322, 4326 and 4330 West Fifth Street, 4311 West First Street and 113, 117, 121, 201, 203, 207 and 211 North Mountain View Street from Al to Single -Family Residence (R1); and 221, 223, 225, 227, 229, 231, 233, 235, 237, 239, 241, 243, 245 and 247 North Mountain View Street from Suburban Apartment (R4) to R2. C. On October 26, 2020, the Planning Commission held a duly noticed public hearing and voted to recommend that the City Council adopt an ordinance approving Amendment Application No. 2020-02 which is consistent with the General Plan land use designation of the subject properties. D. The City Council has reviewed applicable general plan policies and has determined that this proposed rezoning is consistent with the purpose of the general plan. E. The City Council, prior to taking action on this ordinance, held a duly noticed public hearing on December 1, 2020. The City Council also adopts as findings all facts presented in the Request for Council Action dated December 1, 2020, accompanying this matter. Ordinance No. NS-XXXX Page 1 of 6 11 B-1 G. For these reasons, and each of them, Amendment Application No. 2020- 02 is hereby found and determined to be consistent with the intent and purpose of Chapter 41 of the Santa Ana Municipal Code, thus changing the zoning district is found to be consistent with the General Plan of the City of Santa Ana and otherwise justified by the public necessity, convenience, and general welfare. Section 2. The Amendment Application consists of amendments to the Zoning Map, as shown in Exhibit A, attached hereto and incorporated herein by reference. Section 3. The City Council has reviewed and considered the information contained in the Mitigated Negative Declaration (Environmental Review No. 2018-83) prepared with respect to this project. The City Council has, as a result of its consideration of the record as a whole and the evidence presented at the hearings on this matter, determined that, as required pursuant to the California Environmental Quality Act (CEQA) and the State CEQA Guidelines, Environmental Review No. 2018- 83 meets all the requirements of CEQA. Section 4. An amended Sectional District Map, showing the above described changes in use district designation, is hereby approved and attached hereto as Exhibit A, and incorporated by this reference as though fully set forth herein. Section 5. The City Council of the City of Santa Ana after conducting the public hearing hereby approves AA No. 2020-02. This decision is based upon the evidence submitted at the above said hearing, which includes, but is not limited to: the Request for Planning Commission Action dated October 26, 2020, the Request for Council Action dated December 1, 2020, and exhibits attached hereto; and the public testimony, written and oral, all of which are incorporated herein by this reference. Section 6. The City Council approves AA No. 2020-02 as set forth in Exhibit A, attached hereto and incorporated herein by reference, subject to compliance with the Mitigation Monitoring and Reporting Program, and upon satisfaction of the conditions set forth below: A. Subject to compliance with the Mitigation Monitoring and Reporting Program, the Zoning Map shall be amended to read as set forth in Exhibit A, attached hereto and incorporated herein by reference. B. The Amendment Application shall not take effect unless and until Mitigated Negative Declaration (MND) and Mitigation Monitoring and Reporting Program (MMRP), Environmental Review No. 2018-83 and General Plan Amendment (GPA) No. 2020-04 are adopted by the City Council. Section 7. The Applicant shall indemnify, protect, defend and hold the City and/or any of its officials, officers, employees, agents, departments, agencies, authorized volunteers, and instrumentalities thereof, harmless from any and all claims, demands, lawsuits, writs of mandamus, referendum, and other proceedings (whether legal, equitable, declaratory, administrative or adjudicatory in nature), and alternative Ordinance No. NS-XXXX Page 2 of 6 11 B-2 dispute resolution procedures (including, but not limited to arbitrations, mediations, and such other procedures), judgments, orders, and decisions (collectively "Actions'), brought against the City and/or any of its officials, officers, employees, agents, departments, agencies, and instrumentalities thereof, that challenge, attack, or seek to modify, set aside, void, or annul, any action of, or any permit or approval issued by the City and/or any of its officials, officers, employees, agents, departments, agencies, and instrumentalities thereof (including actions approved by the voters of the City) for or concerning the project, whether such Actions are brought under the Ralph M. Brown Act, California Environmental Quality Act, the Planning and Zoning Law, the Subdivision Map Act, Code of Civil Procedure sections 1085 or 1094.5, or any other federal, state or local constitution, statute, law, ordinance, charter, rule, regulation, or any decision of a court of competent jurisdiction. It is expressly agreed that the City shall have the right to approve, which approval will not be unreasonably withheld, the legal counsel providing the City's defense, and that Applicant shall reimburse the City for any costs and expenses directly and necessarily incurred by the City in the course of the defense. City shall promptly notify the Applicant of any Action brought and City shall cooperate with Applicant in the defense of the Action. Section 8. This decision rendered by the City Council of the City of Santa Ana is final and is subject to judicial review pursuant to California Code of Civil Procedure section 1094.6. The Planning and Building Agency shall give direct notice to the Applicant of the City Council's decisions and these findings. ADOPTED this _ day of , 2020. APPROVED AS TO FORM: Sonia R. Carvalho City Attorney By:� ` - 4l Lisa Storck Assistant City Attorney Miguel A. Pulido Mayor Ordinance No. NS-XXXX Page 3 of 6 11 B-3 AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers CERTIFICATE OF ATTESTATION AND ORIGINALITY I, DAISY GOMEZ, Clerk of the Council, do hereby attest to and certify the attached Ordinance No. NS- to be the original ordinance adopted by the City Council of the City of Santa Ana on . 2020 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 Ordinance No. NS-XXXX Page 4 of 6 11 B-4 EXHIBIT A Ordinance No. NS-XXXX Page 5 of 6 11 B-5 "i RI r 3 E ' ...� Dam— B, a%: is 1 e o.bmxw f•• m. 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CALIFORNIA e Ordinance No. NS-XXXX Page 6 of 6 11 B-6 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: DECEMBER 15, 2020 TITLE: APPROVE APPROPRIATION ADJUSTMENT TO RECOGNIZE $2,803,706 IN PERMANENT LOCAL HOUSING ALLOCATION PROGRAM FUNDS AND AGREEMENT WITH THE STATE OF CALIFORNIA (NON -GENERAL FUND) /s/ Kristine Ridge CITY MANAGER CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on V Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER RECOMMENDED ACTION 1. Approve an appropriation adjustment recognizing $2,803,706 in funds from the State of California, in revenue account (No. 15818002-52025) and appropriate the same amount to expenditure account (No.15818700-various) to address homelessness in the City of Santa Ana. 2. Authorize the City Manager to execute the standard agreement with the State of California Department of Housing and Community Development to receive Permanent Local Housing Allocation funds in the amount of $2,803,706, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION In 2017, the California Legislature approved Senate Bill (SB 2), known as the Building Homes and Jobs Act, which established a $75 recording fee on real estate documents to increase the supply of affordable homes in California. The Act establishes the Permanent Local Housing Allocation (PLHA) program administered by the California Department of Housing and Community Development (HCD). Under the PLHA, funding is provided through formula grants to entitlement jurisdictions based on the formula prescribed under federal law for the Community Development Block Grant (CDBG) program over a five-year funding period, as well as through a competitive grant program to non -entitlement jurisdictions. The City of Santa Ana is an entitlement jurisdiction and is eligible to receive an estimated $14 million, or approximately $2.8 million annually. As the number of real estate transactions recorded will vary from year to year, the revenues collected will fluctuate. In June, 2020, City Staff submitted the official plan to the State of California noting that allocated funds will be used for the new homeless navigation center. On June 16, 2020, the City Council approved an operational agreement with Illumination Foundation to operate a year-round homeless navigation center and recuperative care facility at 1815 Carnegie Avenue. The shelter will provide a total of 200-250 beds, for individuals, families 20A-1 Permanent Local Housing Allocation December 15, 2020 Page 2 with children, and special needs populations who are homeless in the City of Santa Ana. The City will apply the first year PLHA allocation toward shelter tenant improvements and subsequent allocations for the operation of the shelter. The allocation also allows for a portion of the funds to be used for the administration of the Plan. Utilizing the funds in this manner will meet the State's requirements of entitlement jurisdictions to use PLHA funds to increase the supply of affordable housing, and specifically in the category to assist those who are homeless, including, operating, and capital costs for navigation centers and emergency shelters. This plan will build upon the City's existing efforts to prevent and combat homelessness and to identify long-term goals to address the needs of its homeless and unstably housed residents. FISCAL IMPACT Approval of the appropriation adjustment will recognize $2,803,706 in funds from the State of California, in revenue account (No. 15818002-52025) and appropriate the same amount to expenditure account (No. 15818700-various) for anticipated expenditure in FY 20-21. Should there be remaining funds at the end of the fiscal year, funds will be carried over to FY 21-22. Fiscal Impact Verified By: Kathryn Downs, CPA, Executive Director— Finance and Management Services Agency Submitted By: Steven A. Mendoza, Executive Director — Community Development Agency Exhibits: 1. Permanent Local Housing Allocation Award Announcement 2. DRAFT Permanent Local Housing Allocation Standard Agreement 20A-2 EXHIBIT 1 DEPARTMENT OF HOUSING AND COMMUNITY DEVELOPMENT DIVISION OF FINANCIAL ASSISTANCE 2020 W. El Camino Avenue, Suite 670, 95833 P. O. Box 952054 Sacramento, CA 94252-2054 (916) 263-2771 / FAX (916) 263-2763 www.hcd.ca.gov October21, 2020 Kristine Ridge, City Manager City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92701 Dear Kristine Ridge: �yvnun�rr a a m m 9Q s c�+�noxfi� RE: Award Announcement — Permanent Local Housing Allocation (PLHA) Program Notice of Funding Availability Fiscal Year 2019/2020 City of Santa Ana Contract No. 20-PLHA-16193 The California Department of Housing and pleased to announce that the City of Santa Housing Allocation (PLHA) program award Community Development (Department) is Ana has been awarded a Permanent Local in the amount of $2,803,706. This letter constitutes notice of the designation of PLHA program funds for use in Orange County. The City of Santa Ana will be required to enter into a state Standard Agreement that will set forth conditions for funding and milestones that are required to be met. Except for predevelopment expenses for construction projects funded by PLHA and the costs to develop and prepare the PLHA application, no costs incurred more than one year prior to commitment by the Local government may be paid from PLHA funds. Reimbursement of expenses to prepare the PLHA application is subject to the cap on administrative fees. Congratulations on your successful application. For further information, please contact Douglas Truong, PLHA Program Manager, Program Design and Implementation Branch, (916) 263-5022 or Douglas.Truong0-hcd.Ca.gov. Sincerely, Jennifer Seeger Deputy Director 20A-3 This exhibit is being provided for informational purposes to provide the applicant the ability for internal review prior to receipt of their std. agreement for executionEX H I B IT 2 Applicant Name 20-PLHA-XXXX Page 1 of 5 EXHIBIT A AUTHORITY, PURPOSE AND SCOPE OF WORK Authority Pursuant to Part 2 Chapter 2.5 of Division 31 of the Health and Safety Code (commencing with Section 50470) Statutes of 2017 (SB 2, Atkins), which created the Building Homes and Jobs Trust Fund and the Permanent Local Housing Allocation ("PLHA") Program ("Program"), this Standard Agreement along with all its exhibits (the "Agreement") is entered under the authority of and in furtherance of the Program. Pursuant to Health and Safety Code, Section 50470 (b), the California Department of Housing and Community Development (referred to herein as "HCU or "Department') has issued a Notice of Funding Availability (the "NOFA"), dated February 26, 2020, to govern administration of the fund and carry out the Program. 2. Purpose In accordance with the authority cited above, an application was made to the State (the "Application") for assistance from the Program for the purpose of making funding available to eligible local governments in California for housing related projects and programs that assist in addressing the unmet housing needs of their local communities. By entering into this Agreement and thereby accepting the award of the PLHA grant funds (the "Grant'), the Contractor (sometimes referred to herein as the "Applicant') agrees to comply with the terms and conditions of the NOFA, this Agreement, the representations contained in the Application, and the requirements of the authorities cited above. 3. Definitions Capitalized terms not otherwise defined herein shall have the meaning of the definitions set forth in Health and Safety Code Section 50470 and Section 101 of the Guidelines. 4. Scope of Work A. The scope of work ("Work") for this Agreement shall consist of one or more of the following eligible uses: 1) The predevelopment, development, acquisition, rehabilitation, and preservation of multifamily, residential live -work, rental housing that is affordable to extremely low-, very low-, low-, or moderate -income households, including necessary Operating subsidies. Permanent Local Housing Allocation (PLHA) Program - Grant NOFA Date: 02/26/2020 Approved Date: 10/05/2020 Prep. Date: To be entered when SA is cre"A-4 This exhibit is being provided for informational purposes to provide the applicant the ability for internal review prior to receipt of their std. agreement for executionEX H I B IT 2 Applicant Name 20-PLHA-XXXX Page 2 of 5 EXHIBIT A 2) The predevelopment, development, acquisition, rehabilitation, and preservation of Affordable rental and ownership housing, including Accessory dwelling units (ADUs), that meets the needs of a growing workforce earning up to 120 percent of AMI, or 150 percent of AMI in high - cost areas. ADUs shall be available for a term of no less than thirty days. 3) Matching portions of funds placed into local or regional housing trust funds. 4) Matching portions of funds available through the Low- and Moderate - Income Housing Asset Fund pursuant to subdivision (d) of HSC Section 34176. 1W 5) Capitalized Reserves for Services connected to the preservation and creation of new Permanent supportive housing. 6) Assisting persons who are experiencing or at risk of homelessness, including, but not limited to, providing rapid rehousing, rental assistance, supportive/case management services that allow people to obtain and retain housing, operating and capital costs for navigation centers and emergency shelters, and the new construction, rehabilitation, and preservation of permanent and transitional housing. a) This Activity may include subawards to Administrative Entities as defined in HSC Section 50490(a)(1-3) that were awarded California Emergency Solutions and Housing (CESH) program or Homeless Emergency Aid Program (HEAP) funds for rental assistance to continue assistance to these households. b) Applicants must provide rapid rehousing, rental assistance, navigation centers, emergency shelter, and transitional housing activities in a manner consistent with the Housing First practices described in 25 CCR, Section 8409, subdivision (b)(1)-(6) and in compliance with WIC Section 8255(b)(8). An Applicant allocated funds for the new construction, rehabilitation, and preservation of Permanent supportive housing shall incorporate the core components of Housing First, as provided in WIC Section 8255, subdivision (b). 7) Accessibility modifications in Lower -income Owner -occupied housing. Permanent Local Housing Allocation (PLHA) Program - Grant NOFA Date: 02/26/2020 Approved Date: 10/05/2020 Prep. Date: To be entered when SA is cre"A-5 This exhibit is being provided for informational purposes to provide the applicant the ability for internal review prior to receipt of their std. agreement for executionEX H I B IT 2 Applicant Name 20-PLHA-XXXX Page 3 of 5 EXHIBIT A 8) Efforts to acquire and rehabilitate foreclosed or vacant homes and apartments. 9) Homeownership opportunities, including, but not limited to, down payment assistance. 10) Fiscal incentives made by a county to a city within the county to incentivize approval of one or more Affordable housing Projects, or matching funds invested by a county in an Affordable housing development Project in a city within the county, provided that the city has made an equal or greater investment in the project. The county fiscal incentives shall be in the form of a grant or low -interest loan to an Affordable housing Project. Matching funds investments by both the county and the city also shall be a grant or low interest deferred loan to the Affordable housing Project. B. A Local government that receives an allocation shall use no more than five percent of the allocation for costs related to the administration of the Activity(ies) for which the allocation was made. Staff and overhead costs directly related to carrying out the eligible activities described in Section 301 are "activity costs" and not subject to the cap on "administrative costs." A Local government may share any funds available for administrative costs with entities that are administering its allocation. C. Two or more local governments that receive PLHA allocations may expend those moneys on an eligible jointly funded project as provided in Section 50470 (b)(2)(B)(ii)(IV). An eligible jointly funded project must be an eligible Activity pursuant to Section 301 (a) and be located within the boundaries of one of the Local governments. D. Entitlement Local governments may use the flow of PLHA funds to incentivize private lender loans and to guarantee payments for some or all public agency bond financings for activities consistent with the uses identified in Section 301 "Eligible Activities". This loan guarantee Activity must be identified and fully explained in the Applicant's "Plan". Permanent Local Housing Allocation (PLHA) Program - Grant NOFA Date: 02/26/2020 Approved Date: 10/05/2020 Prep. Date: To be entered when SA is cre"A-6 This exhibit is being provided for informational purposes to provide the applicant the ability for internal review prior to receipt of their std. agreement for executionEXHI BIT 2 Applicant Name 20-PLHA-XXXX Page 4 of 5 EXHIBIT A 5. Department Contract Coordinator The Department's Contract Coordinator for this Agreement is the Division of Financial Assistance, Grant Management Section PLHA Manager or their designee. Unless otherwise informed, any notice, report, or other communication required by this Agreement shall be mailed by first class to the Department Contract Coordinator at the following address: California Department of Housing and Community Development Attention: Permanent Local Housing Allocation (PLHA) Grant Management Section, Suite 400 2020 West El Camino Avenue, CA 95833 P. O. Box 952050 Sacramento, CA 94252-2050 6. Contractor Contract Coordinator The Contractor's contract coordinator for this Agreement is the Authorized Representative listed below. Unless otherwise informed, any notice, report, or other communication required by this Agreement may be mailed by first class mail, or sent through a commercial courier to the Authorized Representative at the following address: Authorized Representative Name: Authorized Representative Title: Agency Name: Address: Phone No.: Email Address: 7. Effective Date, Term of Agreement, and Deadlines A. This Agreement is effective upon approval by the Department, which is the date executed by all parties (such date, the "Effective Date"). B. This Agreement shall terminate ten years after the Effective Date as stated in STD 213, paragraph 2 (such date, the "Expiration Date"). Permanent Local Housing Allocation (PLHA) Program - Grant NOFA Date: 02/26/2020 Approved Date: 10/05/2020 Prep. Date: To be entered when SA is cre"A-7 This exhibit is being provided for informational purposes to provide the applicant the ability for internal review prior to receipt of their std. agreement for executionEX H I B IT 2 Applicant Name 20-PLHA-XXXX Page 5 of 5 EXHIBIT A C. Except for predevelopment expenses for construction projects funded by PLHA and costs to develop and prepare the Plan and the PLHA application, no costs incurred more than one year prior to commitment by the Local government may be paid from PLHA funds. Reimbursement of expenses to prepare the Plan and the PLHA application are subject to the cap on administrative fees. D. Any Grant funds which have not been expended by the Expenditure Deadline shall be disencumbered and revert to the Department. Permanent Local Housing Allocation (PLHA) Program — Grant NOFA Date: 02/26/2020 Approved Date: 10/05/2020 Prep. Date: To be entered when SA is cre"A_8 This exhibit is being provided for informational purposes to provide the applicant the ability for internal review prior to receipt of their std. agreement for executionEXHI BIT 2 Applicant Name 20-PLHA-XXXX Page 1 of 3 EXHIBIT B BUDGET DETAIL AND PAYMENT PROVISIONS Budget Detail Contractor has been awarded the following grant activity amounts: [SPECIFIC BUDGET DETAIL TO BE INSERTED] Contractor will be responsible for maintaining oversight of grant amounts and determining whether an amended PLHA Plan is required due to reallocation of more than ten percent among Activities funded per Section 302(c)(5). 2. Conditions of Disbursement Prior to receiving any Grant funds, the Contractor shall submit the following for the Department's approval: A. Government TIN Form, as applicable. B. No Funding will be disbursed to Contractor unless Contractor and any delegating Local government has an approved Housing Element and is in compliance with the Housing Element Annual Progress Report requirements, pursuant to PLHA Program Guidelines section 302(a) and (b). C. Contractor shall not be eligible to receive a new allocation if the Contractor has accrued an uncommitted amount of four times the pending allocation if the pending allocation is $125,000 or less; or $500,000 if the pending allocation is greater than $125,000 and less than $500,000; or the amount of the pending allocation if the allocation is $500,000 or more. 3. Performance A. All funds must be disbursed within fifty-eight months of the budget appropriation. Funds that are not disbursed within fifty-eight months of the budget appropriation will revert to the Housing Rehabilitation Loan Fund. Permanent Local Housing Allocation (PLHA) Program — Grant NOFA Date: 02/26/2020 Approved Date: 10/05/2020 Prep. Date: To be entered when SA is crealed This exhibit is being provided for informational purposes to provide the applicant the ability for internal review prior to receipt of their std. agreement for executionEX H I B IT 2 Applicant Name 20-PLHA-XXXX Page 2 of 3 EXHIBIT B B. It is mutually agreed that if the Budget Act of the current year and/or any subsequent years covered under this Agreement does not appropriate sufficient funds for the program, this Agreement shall be reduced proportionate to those years already allocated, calculated at the time that the appropriation is reduced or terminated and reduced accordingly. All subsequent years shall be terminated, and the grant agreement shall be of no further force and effect, after amounts due for the period upon the reduced appropriation or termination are returned by the Contractor to the State. In this event, the State and Contractor shall be relieved of any and all obligations under this Agreement. If funding for any fiscal year is reduced or deleted by the Budget Act for purposes of this program, the State shall have the sole discretion to cancel this Agreement without cause, no liability occurring to the State, or amend the Agreement and amount allocated to Contractor. 4. Fiscal Administration A. The Contractor may request a disbursement of 100 percent of total awarded Grant funds after executing the Standard Agreement. Administrative costs related to the planning and execution of eligible activities shall not exceed five percent of the Grant amount. B. A separate checking account for the Grant funds is not required. However, the Contractor shall deposit Grant funds in an interest -bearing checking or savings account insured by the federal or state government. All interest earned from the deposit of Grant funds shall be used for eligible Program activities and accounted for in Contractor's annual report. C. The Contractor shall make a good faith effort to minimize the number of disbursement requests by anticipating and requesting funds in advance. D. The Contractor may request that Grant funds awarded for a certain eligible activity be moved to another activity without an amendment to this Agreement. This request must be made in writing to HCD if the change from one activity to another exceeds ten percent of the grant amount and shall be effective only upon written HCD approval. HCD's decision to approve or deny any such request shall be final, absent fraud, mistake or arbitrariness per Section 302(c)(5). Permanent Local Housing Allocation (PLHA) Program — Grant NOFA Date: 02/26/2020 Approved Date: 10/05/2020 Prep. Date: To be entered when SA is cre�tgdA_1 0 This exhibit is being provided for informational purposes to provide the applicant the ability for internal review prior to receipt of their std. agreement for executionEXHI BIT 2 Applicant Name 20-PLHA-XXXX Page 3 of 3 EXHIBIT B 5. Budget Contingency Clause A. It is mutually agreed that if the Budget Act of the subsequent years covered under this Agreement does not appropriate sufficient funds for the program this Agreement shall remain in force and effect until the time of notice of reduced or terminated appropriation, The Agreement shall be terminated by the State by providing Contractor written notice of not less than thirty days prior to the effective date of the termination. In the event of termination by the State due to lack of Budget appropriation, the State and Contractor shall be relieved of any and all obligations under this Grant Agreement on the effective date of termination and the Contractor shall return the amount for subsequent year allocations. B. Subject to Section 5A. above, if funding for any fiscal year is reduced or deleted by the Budget Act for purposes of this program, the State shall have the sole discretion to cancel this Agreement without cause, no liability occurring to the State, or amend the current Grant Agreement and amount allocated to Contractor. Permanent Local Housing Allocation (PLHA) Program — Grant NOFA Date: 02/26/2020 Approved Date: 10/05/2020 Prep. Date: To be entered when SA is crelt�dA-11 This exhibit is being provided for informational purposes to provide the applicant the ability for internal review prior to receipt of their std. agreement for executionEX H I B IT 2 Applicant Name 20-PLHA-XXXX Page 1 of 9 EXHIBIT D PLHA PROGRAM TERMS AND CONDITIONS 1. Effective Date, Commencement of Work This Agreement is effective upon the date of the Department representative's signature on page one of the fully executed Standard Agreement, STD 213. Contractor agrees that work under this agreement shall not commence until execution of the STD 213, (the "Effective Date"). 2. Strict Compliance Contractor will strictly comply with the terms, conditions and requirements of the Permanent Local Housing Allocation (PLHA) Statutes, Guidelines, the Notice of Funding Availability (NOFA), and this Agreement. 3. Contractor's Application for Funds A. Contractor has submitted to the Department an Application for a Grant under the Program. The Department is entering into this Agreement based on, and in substantial reliance upon, Contractor's facts, information, assertions and representations contained in that Application, and in any subsequent modifications or additions thereto approved by the Department. The Application and any approved modifications and additions thereto are hereby incorporated into this Agreement. B. Contractor warrants that all information, facts, assertions and representations contained in the Application and approved modifications and additions thereto are true, correct, and complete to the best of Contractor's knowledge. In the event that any part of the Application and any approved modification and addition thereto is untrue, incorrect, incomplete, or misleading in such a manner that would substantially affect the Department's approval, disbursement, or monitoring of the funding and the Grants or activities governed by this Agreement, then the Department may declare a breach hereof and take such action or pursue such remedies as are provided for breach hereof. Permanent Local Housing Allocation (PLHA) Program — Grant NOFA Date: 02/26/2020 Approved Date: 10/05/2020 Prep. Date: To be entered when SA is cre2l_12 This exhibit is being provided for informational purposes to provide the applicant the ability for internal review prior to receipt of their std. agreement for executionEX H I B IT 2 Applicant Name 20-PLHA-XXXX *A:11-1k9C 4. Eligible Activities Page 2 of 9 Grant funds awarded to the Contractor and expended by either the Contractor or any entity to which Contractor awards funds shall be used for the eligible activities set forth in Exhibit A as required by the PLHA Statutes. The following additional requirements shall apply: A. Each Contractor shall submit a Plan detailing: 1) The manner in which allocated funds will be used for eligible activities. 2) A description of the way the Local government will prioritize investments that increase the supply of housing for households with incomes at or below sixty percent of AMI. Programs targeted at households at or below sixty percent of AMI will be deemed to meet this requirement. 3) A description of how the Plan is consistent with the programs set forth in the Local government's Housing Element. 4) Evidence that the Plan was authorized and adopted by resolution by the Local government and that the public had an adequate opportunity to review and comment on its content. 5) The following for each proposed Activity: a) A description of each proposed Activity, pursuant to Section 301 of the Guidelines and the percentage of funding allocated to it. The description shall specifically include the percentage of funds, if any, directed to Affordable Owner -Occupied Workforce Housing (AO W H ). b) The projected number of households to be served at each income level and a comparison to the unmet share of the Regional Housing Needs Allocation (RHNA) at each income level. c) A description of major steps/actions and a proposed schedule required for the implementation and completion of the Activity. d) The period of affordability and level of affordability for each Activity. Rental Projects are required to have affordability periods of at least fifty-five years. Permanent Local Housing Allocation (PLHA) Program — Grant NOFA Date: 02/26/2020 Approved Date: 10/05/2020 Prep. Date: To be entered when SA is cre2l_13 This exhibit is being provided for informational purposes to provide the applicant the ability for internal review prior to receipt of their std. agreement for executionEX H I B IT 2 Applicant Name 20-PLHA-XXXX Page 3 of 9 6) The Plan is required to be for a term of five years. Local governments shall obtain approval of the Department for amendments made to the Plan in each succeeding year of the term of the Plan. Reallocations of more than ten percent of funds among Activities require amendment of the Plan, with approval granted by the governing body at a publicly noticed public meeting. 7) If funds are used for the acquisition, construction, or rehabilitation of for - sale housing projects or units within for -sale housing projects, the grantee shall record a deed restriction against the property that will ensure compliance with one of the following requirements if the property is no longer the primary residence of the homeowner due to sale, transfer or lease, unless it is in conflict with the requirements of another public funding source or law: a) PLHA loan and any interest thereon shall be repaid to the Local government's PLHA account. The Local government shall reuse the repayments consistent with the Eligible Activities per Section 301 of the Guidelines; or, b) The initial owner and any subsequent owner shall sell the home at an Affordable housing cost to a qualified Lower -Income or Moderate -Income household; or, c) The homeowner and the Local government shall share the equity in the unit pursuant to an equity -sharing agreement. The grantee shall reuse the proceeds of the equity -sharing agreement consistent with the Eligible Activities per Section 301 of the Guidelines. 8) If funds are used for the development of an affordable rental housing project, the Local government shall make the PLHA assistance in the form of a loan to the Sponsor of the project. The loan shall be evidenced through a Promissory Note secured by a Deed of Trust. 9) A program income reuse plan describing how repaid loans shall be reused for eligible activities specified in Section 301 of the Guidelines. Permanent Local Housing Allocation (PLHA) Program — Grant NOFA Date: 02/26/2020 Approved Date: 10/05/2020 Prep. Date: To be entered when SA is cre2l_14 This exhibit is being provided for informational purposes to provide the applicant the ability for internal review prior to receipt of their std. agreement for executionEX H I B IT 2 Applicant Name 20-PLHA-XXXX *:/:11-1k9C 5. Core Practices Page 4 of 9 A. A Contractor or Subrecipient must provide eligible activities in a manner consistent with the housing first practices described in California Code of Regulations, title 25, section 8409(b)(1)-(6). A Contractor or Subrecipient allocated funds for eligible activities that provide permanent housing shall incorporate the core components of Housing First as provided in Section 8255(b) of the Welfare and Institutions Code. 6. Monitoring Grant Activities A. Contractor shall monitor the activities selected and awarded by them to ensure compliance with PLHA requirements. An onsite monitoring visit of Subrecipients and any other service providers shall occur whenever determined necessary by the Contractor, but at least once during the Grant period. B. The Department will monitor the performance of the Contractor based on a risk assessment and according to the terms of this Agreement. The Department may also monitor any Subrecipients of the Contractor as the Department deems appropriate based on a risk assessment. C. As requested by the Department, the Contractor shall submit to the Department all PLHA monitoring documentation necessary to ensure that Contractor and its Subrecipients are in continued compliance with PLHA requirements. Such documentation requirements and the submission deadline shall be provided by the Department at the time such information is requested from the Contractor. 7. Reporting/Audits A. Commencing with the Effective Date of this Agreement and continuing through the Expiration Date, the Contractor shall submit an annual report to the Department by July 31 of each year that reports all activities from the previous fiscal year (7/1-6/30), on forms provided by the Department. The first report will be due on July 31, 2021 and will report all activities from date of initial fund disbursement through June 30, 2021. B. The annual report shall contain a detailed report which must include, at a minimum: 1) Identification of the Eligible Activities to which the Contractor committed program funds, and the income levels of households assisted. Permanent Local Housing Allocation (PLHA) Program — Grant NOFA Date: 02/26/2020 Approved Date: 10/05/2020 Prep. Date: To be entered when SA is crl2l_1 5 This exhibit is being provided for informational purposes to provide the applicant the ability for internal review prior to receipt of their std. agreement for executionEX H I B IT 2 Applicant Name 20-PLHA-XXXX Page 5 of 9 EXHIBIT D 2) Amounts awarded to Subrecipients with the activity(ies) identified; 3) Identification of the Eligible Activities upon which the Contractor expended program funds, and the income levels of households assisted and the affordability level for any units assisted; and, 4) Close out report for contracts that were fully expended and in which all activities funded were completed during the fiscal year. C. The Department may request additional information as needed to meet other applicable reporting or audit requirements. D. The Contractor is responsible for the completion of audits and all costs of preparing audits. E. The Department reserves the right to perform or cause to be performed a financial audit. At the Department's request, the Contractor shall provide, at its own expense, a financial audit prepared by a certified public accountant. F. If a financial audit is required by the Department, the audit shall be performed by an independent certified public accountant. Selection of an independent audit firm shall be consistent with procurement standards contained in 24 CFR 85.36. 1) The Contractor shall notify the Department of the auditor's name and address immediately after the selection has been made. The contract for the audit shall allow access by the Department to the independent auditor's working papers. 2) The Contractor is responsible for the completion of audits and all costs of preparing audits. 3) If there are audit findings, the Contractor must submit a detailed response acceptable to the Department for each audit finding within ninety (90) days from the date of the audit finding report. 8. Retention and Inspection of Records A. The Contractor is responsible for maintaining records, which fully disclose the activities funded by the Grant. Adequate documentation of each transaction shall be maintained to permit the determination, through an audit if requested by the State, of the accuracy of the records and the allowability of expenditures charged to Grant funds. Permanent Local Housing Allocation (PLHA) Program — Grant NOFA Date: 02/26/2020 Approved Date: 10/05/2020 Prep. Date: To be entered when SA is cre2l_16 This exhibit is being provided for informational purposes to provide the applicant the ability for internal review prior to receipt of their std. agreement for executionEX H I B IT 2 Applicant Name 20-PLHA-XXXX Page 6 of 9 EXHIBIT D B. The Contractor agrees that the Department or its designee shall have the right to review, obtain, and copy all records and supporting documentation pertaining to performance of this Agreement. The Contractor agrees to provide the Department or its designee, with any relevant information requested. The Contractor agrees to permit the Department or its designee access to its premises, upon reasonable notice, during normal business hours for the purpose of interviewing employees who might reasonably have information related to such records and inspecting and copying such books, records, accounts, and other material that may be relevant to a matter under investigation for the purpose of determining compliance with the PLHA Statutes, the NOFA, and this Agreement. C. The Contractor further agrees to retain all records for a period of five years after the end of the term of this Agreement: 1) If any litigation, claim, negotiation, audit, monitoring, inspection or other action has been started before the expiration of the required record retention period, all records must be retained until completion of the action and resolution of all issues, which arise from it. 2) The Contractor also agrees to include in any contract that it enters into in an amount exceeding $10,000, the Department's right to audit the contractor's records and interview their employees. The Contractor shall comply with the caveats and be aware of the penalties for violation of fraud and for obstruction of investigation as set forth in California Public Code Section 10115.10. D. The determination by the Department of the eligibility of any expenditure shall be final. If the eligibility of any expenditure cannot be determined because records or documentation are inadequate, the expenditure may be disallowed, and HCD shall determine the reimbursement method for the amount disallowed. E. The Contractor shall retain all books and records relevant to this Agreement for a minimum of five years after the end of the term of this Agreement. Records relating to any and all audits or litigation relevant to this Agreement shall be retained for five years after the conclusion or resolution of the matter. 9. Breach and Remedies A. The following shall each constitute a breach of this Agreement: 1) Contractor's failure to comply with the terms of this Agreement. Permanent Local Housing Allocation (PLHA) Program — Grant NOFA Date: 02/26/2020 Approved Date: 10/05/2020 Prep. Date: To be entered when SA is cre2l_17 This exhibit is being provided for informational purposes to provide the applicant the ability for internal review prior to receipt of their std. agreement for executionEX H I B IT 2 Applicant Name 20-PLHA-XXXX Page 7 of 9 EXHIBIT D 2) Use of, or permitting the use of, Grant funds provided under this Agreement for any ineligible costs or for activities not approved under this Agreement. 3) Any failure to comply with the deadlines set forth in this Agreement. B. In addition to any other remedies that may be available to the Department in law or equity for breach of this Agreement, the Department may: 1) Bar the Contractor from applying for future PLHA and other HCD funds; 2) Revoke any other existing PLHA award(s) to the Contractor; 3) Require the return of any unexpended PLHA funds disbursed under this Agreement; 4) Require repayment of PLHA funds disbursed and expended under this agreement; 5) Require the immediate return to the Department of all funds derived from the use of PLHA funds including, but not limited to recaptured funds and returned funds; 6) Seek, in a court of competent jurisdiction, an order for specific performance of the defaulted obligation or the appointment of a receiver to complete the technical assistance in accordance with the PLHA Program requirements; and, 7) Seek such other remedies as may be available under the relevant agreement or any law. C. All remedies available to the Department are cumulative and not exclusive. D. The Department may give written notice to the Contractor to cure the breach or violation within a period of not less than fifteen days. Permanent Local Housing Allocation (PLHA) Program — Grant NOFA Date: 02/26/2020 Approved Date: 10/05/2020 Prep. Date: To be entered when SA is cre2l_18 This exhibit is being provided for informational purposes to provide the applicant the ability for internal review prior to receipt of their std. agreement for executionEX H I B IT 2 Applicant Name 20-PLHA-XXXX Page 8 of 9 EXHIBIT D 10. Termination A. The Department may terminate this Agreement at any time for cause by giving a minimum of thirty days' notice of termination, in writing, to the Contractor. Cause shall consist of, violations of any terms and/or special conditions of this Agreement, the PLHA Statutes, or the NOFA. Upon termination of this Agreement, unless otherwise approved in writing by the Department, any unexpended funds received by the Contractor shall be returned to the Department within thirty days of the notice of termination. B. This Agreement is subject to any additional restrictions, limitations or conditions, or statute, regulations or any other laws, whether federal or those of the State of California, or of any agency, department, or any political subdivision of the federal or the State of California governments, which may affect the provisions, terms or funding of this Agreement in any manner. C. The Department has the option to terminate this Agreement under the thirty -day cancellation clause or to amend this Agreement to reflect any reduction of funds. 11. Waivers No waiver of any breach of this Agreement shall be held to be a waiver of any prior or subsequent breach. The failure of the Department to enforce at any time the provisions of this Agreement, or to require at any time, performance by the Contractor of these provisions, shall in no way be construed to be a waiver of such provisions nor to affect the validity of this Agreement or the right of the Department to enforce these provisions. 12. Relocation Contractor shall comply with all requirements of applicable California relocation law (Gov. Code, § 7260 et seq. and the regulations promulgated thereunder at Cal. Code Regulations, Title. 25, § 6000 et seq.). Any relocation plan for the Development shall be subject to the review and approval by the State. Permanent Local Housing Allocation (PLHA) Program — Grant NOFA Date: 02/26/2020 Approved Date: 10/05/2020 Prep. Date: To be entered when SA is cre2l_19 This exhibit is being provided for informational purposes to provide the applicant the ability for internal review prior to receipt of their std. agreement for executionEX H I B IT 2 Applicant Name 20-PLHA-XXXX Page 9 of 9 *AM 1-111191] 13. Special Conditions Contractors and Subrecipients The Contractor agrees to comply with all conditions of this Agreement including the Special Conditions set forth in Exhibit E. These conditions shall be met to the satisfaction of the Department prior to disbursement of funds. The Contractor shall ensure that all Subrecipients are made aware of and agree to comply with all conditions of this Agreement and the applicable State requirements governing the use of Grant funds. The Contractor shall ensure that all Subrecipients are qualified to do business and in good standing with the California Secretary of State and the California Franchise Tax Board. Failure to comply with these conditions may result in cancellation of this Agreement. 14. Compliance with State and Federal Laws, Rules, Guidelines and Regulations The Contractor agrees to comply with all State and Federal laws, rules and regulations that pertain to construction, health and safety, labor, fair employment practices, equal opportunity, and all other matters applicable to the Grant, the Contractor, its Subrecipients, and any other Grant activity. 15. Litigation A. If any provision of this Agreement, or an underlying obligation, is held invalid by a court of competent jurisdiction, such invalidity, at the sole discretion of the Department, shall not affect any other provisions of this Agreement and the remainder of this Agreement shall remain in full force and effect. Therefore, the provisions of this Agreement are, and shall be, deemed severable. B. The Contractor shall notify the Department immediately of any claim or action undertaken by or against it, which affects or may affect this Agreement or the Department and shall take such action with respect to the claim or action as is consistent with the terms of this Agreement and the interests of the Department. Permanent Local Housing Allocation (PLHA) Program — Grant NOFA Date: 02/26/2020 Approved Date: 10/05/2020 Prep. Date: To be entered when SA is cre2l_20 This exhibit is being provided for informational purposes to provide the applicant the ability for internal review prior to receipt of their std. agreement for executionEX H I B IT 2 Applicant Name 20-PLHA-XXXXX Page 1 of 1 EXHIBIT E SPECIAL CONDITIONS The following Special Cc 1. None Permanent Local Housing Allocation (PLHA) Program - Grant NOFA Date: 02/26/2020 Approved Date: 10/05/2020 Prep. Date: To be entered when SA is creltgdA-2 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: DECEMBER 15, 2020 TITLE: APPROVE APPROPRIATION ADJUSTMENTS RECOGNIZING HOUSING ASSISTANCE PAYMENTS IN THE AMOUNTS OF $1,127,700 FOR THE HOUSING CHOICE VOUCHER PROGRAM, $1,231,722 FOR THE MAINSTREAM VOUCHER PROGRAM, AND $344,259 FOR FOSTER YOUTH TO INDEPENDENCE VOUCHERS (NON -GENERAL FUND) /s/ Kristine Ridge CITY MANAGER CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on 1� Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER RECOMMENDED ACTION 1. Approve an appropriation adjustment recognizing additional Housing Choice Voucher Program Housing Assistance Payments funds in the amount of $1,127,700 in revenue account (No. 16018002-52008) and appropriating same to expenditure account (No. 16018760-69158). 2. Approve an appropriation adjustment recognizing additional Mainstream Voucher Program Housing Assistance Payments funds in the amount of $1,231,722 in revenue account (No. 17018002-52008) and appropriating same to expenditure account (No. 17018760-69158). 3. Approve an appropriation adjustment recognizing additional Foster Youth to Independence Voucher Housing Assistance Payments funds in the amount of $344,259 in revenue account (No. 13618002-52006) and appropriating same to expenditure account (No. 13618760-69169). DISCUSSION On November 4, 2020, the Housing Authority received an allocation of $1,127,700 in additional Housing Choice Voucher Program Housing Assistance Payments ("HAP") funds (Exhibit 1) through the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act'). The CARES Act provides funding to prevent, prepare for, and respond to COVID-19, including for Public Housing Authorities ("PHAs") to maintain normal operations and take other necessary actions during the period the program is impacted by COVID-19. The CARES Act provided supplemental HAP funding totaling $400 million for the Housing Choice Voucher ("HCV") Program nationwide. The supplemental HAP funding is available for PHAs that either (1) experience a significant increase in voucher per unit cost ("PUC") due to extraordinary circumstances, or (2) despite taking reasonable cost saving measures, as determined by the Secretary, would otherwise be required to terminate rental 20B-1 Housing Choice Voucher CARES Act HAP Funds December 15, 2020 Page 2 assistance for families as a result of insufficient funding. The Housing Authority submitted an application to the Department of Housing and Urban Development ("HUD") after experiencing a significant increase in voucher PUC due to extraordinary circumstances. Due to job loss and reductions in income for assisted -families, the average cost to assist a family in the HCV Program recently increased by over $35.80 per family and this average cost continues to increase. HUD reviewed the Housing Authority's application and approved an allocation of $1,127,700 in additional HCV HAP funding to cover this increase in average costs per family. This funding may only be used for HAP costs for the HCV Program. On November 17, 2020, the Housing Authority received an allocation of $1,231,722 in additional Mainstream Voucher Program HAP funds (Exhibit 2) to assist up to 75 additional voucher holders through the CARES Act. The CARES Act allowed HUD to allocate additional vouchers to PHAs non -competitively to help them prevent, prepare for, and respond to coronavirus in their communities. The Housing Authority submitted an application requesting Mainstream vouchers using the criteria identified in PIH Notice 2020-22: Mainstream Vouchers — Non -Competitive Opportunity for Additional Vouchers Authorized by the CARES Act, Temporary Waivers and Alternative Requirements, and Modified 2020 Housing Assistance Payment (HAP) Renewal Calculation. This funding may only be used for HAP costs for the Mainstream Voucher Program. On November 24, 2020, the Housing Authority received an allocation of $344,259 in additional Foster Youth to Independence HAP funds (Exhibit 3) to assist up to 25 additional voucher holders. Through the Foster Youth to Independence ("FYI") initiative HUD will provide HCVs for youth eligible under the Family Unification Program. Through this targeted allocation, HUD is investing in local, cross -system collaborative efforts to prevent and end homelessness among youth with a current or prior history of child welfare involvement. The population eligible to be assisted with this FYI funding are youth certified by the Orange County Social Services Agency as meeting the following conditions: 1. Has attained at least 18 years and not more than 24 years of age; 2. Left foster care, or will leave foster care within 90 days, in accordance with a transition plan described in section 475(5)(H) of the Social Security Act; and 3. Is homeless or is at risk of becoming homeless at age 16 or older. On July 17, 2018, City Council adopted a Memorandum of Understanding with the Orange County Social Services Agency that established a partnership to administer these types of vouchers for youth with a current or prior history of child welfare involvement. FISCAL IMPACT Approval of the appropriation adjustment will recognize $1,127,700 in the Housing Authority HAP revenue account (No. 16018002-52008), $1,231,722 in Mainstream Voucher Program HAP revenue account (No. 17018002-52008), and $344,259 in the Foster Youth to Independence HAP revenue account (No. 13618002-52006) for expenditure as follows: 20B-2 Housing Choice Voucher CARES Act HAP Funds December 15, 2020 Page 3 Fiscal Year Accounting Unit- Fund Description Accounting Unit, Amount Account Account Description FY 20-21 16018760-69158 Housing Authority Housing Assistance $ 563,850 (Jan. — June) HAP CARES Act Payments FY 20-21 Mainstream Voucher Housing Assistance (March — tune) 17018760-69158 Program HAP Payments $ 410,574 CARES Act FY 20-21 13618760-69169 Housing Authority Foster Youth to $ 86,065 (April — June) HAP Independence TPV FY 21-22 16018760-69158 Housing Authority Housing Assistance $ 563,850 (July —Dec.) HAP CARES Act Payments FY 21-22 Mainstream Voucher Housing Assistance (Jury —Dec.) 17018760-69158 Program HAP Payments $ 821,148 CARES Act FY 21-22 13618760-69169 Housing Authority Foster Youth to $ 258,194 (Ju/y— Mar.) HAP Independence TPV Total Expenditures $2,703,681 The expenditure spending plan is only an estimate and subject to change. Any amount unspent at the end of the current fiscal year will be carried forward for expenditure in FY 21-22. Fiscal Impact Verified By: Kathryn Downs, CPA, Executive Director— Finance and Management Services Agency Submitted By: Steven A. Mendoza, Executive Director — Community Development Agency Exhibits: 1. November 4, 2020, HCV Program HAP Award Letter 2. November 17, 2020, Mainstream Voucher Program HAP Award Letter 3. November 24, 2020, Foster Youth to Independence HAP Award Letter r1- WNIMu:1i,r U.S. DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT IIIIIIII Q 4,. WASBINGTON, DC 20410-5000 OFFICE OF PUBLIC AND EQ N HOUSING November 4, 2020 Dear Executive Director Subject: Housing Assistance Payments (HAP) Allocation from the Coronavirus Aid, Relief, and Economic Security Act (CARES Act). The Office of Housing Voucher Programs (OHVP) has evaluated and approved your public housing agency (PHA) CARES Act HAP funding application for per unit cost increases based on the criteria Drovided in PIH Notice 2020-17. This HAP award is described in the attached Enclosure and is for the HCV Program only. Your PHA must follow the accounting guidance provided in PIH Notice 2020-24 for Financial Data Schedule reporting. Also, monthly housing assistance payments (HAP) expenses covered by CARES Act HAP awards must be included in the regular HAP expense fields so that the expenses are available for the calculation of fixture HAP monthly disbursements under cash management procedures (PIH Notice 2017-06), and for Housing Choice Voucher (HCV) Program HAP renewal calculations. Additionally, HUD is still working on the CARES Act Portal that will be the repository of CARES Act funding expenditures. In the meantime, PHAs must continue tracking CARES Act HAP expenses separately for reconciliation purposes because unspent funds will not run through the PHA' restricted net position (RNP). Unspent fimds will be returned to HUD after the period of availability, which is December 31, 2021. Please direct any questions concerning this allocation to contact your Financial Analyst at the Financial Management Center. Thank you for your continued participation in the HCV and/or Mainstream Programs to serve the needs of your community during this critical time. Sincerely, I Nmy sgrol by mow Wd&W Miguel A. FontAnei°"d r% Mwmp�Or"mau=o.,lor Raa :I sn�4gM immq Miguel A. Fontanez Director Housing Voucher Financial Management Division w .hud.go2 0 B=spanol.hud.gov PHA NUMBER: ICA093 PHA NAME: ICITY OF SANTA ANA HSG AUTH PRIORITY DETERMINATION: PUC VARIANCE Calculated Reserve Balance 1 Month HAP: 1 Month HAP + 2%: Estimated Months of HAP Reserve: Data Source: Most Recent Month Submitted: Most Recent Month Expense: Most Recent Month UML: Most Recent Month PUC: 2020 HAP PUC: PUC Ratio: PUC Variance: HCV Program PRIORITY $ 2,846,242 $ 3,106,230 $ 3,168,355 0.90 VMS August 2020 $ 3,106,230 2625 $ 1,183.33 $ 1,147.53 1.031 $ 35.80 FUNDING AWARD: PUCVariance: $ 35.80 multiplied by Most Recent Month UML:j 2625 multiplied by 12 months: $ 1,127,700 PHA requested increase for July, however, HUD used August as it is the most recent month available data rI- tyf4rd� U.S. DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT WASHINGTON, DC 20410-5000 b iy ncv4-4� OFFICE OF PUBLIC AND INDIAN HOUSING November 17, 2020 CA093 CITY OF SANTA ANA HSG AUTH 20 CIVIC CENTER PLAZA P.O. BOX 22030 SANTA ANA, CA 92701 Dear Executive Director: I am pleased to notify you that your public housing agency (PHA) is eligible for new Mainstream vouchers and funding as authorized by the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) (Public Law 116-136). The CARES Act allowed the Department of Housing and Urban Development (HUD) to allocate additional vouchers to PHAs non -competitively to help them prevent, prepare for, and respond to coronavirus in their communities. Your PHA submitted an application requesting Mainstream vouchers using the criteria identified in P1HNotice 2020-22: Mainstream Vouchers —Non-Competitive Opportunity forAdditional Vouchers Authorized by the CARESAct, Temporary Waivers and Alternative Requirements, and Modified 2020 Housing Assistance Payment (HAP) Renewal Calculation. The enclosed table (see last page) shows the number of units and the budget authority awarded. The default effective date of your award will be January 1, 2021 unless you contact your Financial Analyst at the Financial Management Center (FMC) by Friday, December 4, 2020, to request an alternative effective date. Your effective date may be the first of any month beginning December 2020 through March 2021. Please remember, as with the regular voucher program, the awarded budget authority and number of units both serve as a cap. Your agency may only lease until you have reached the lower of your budget authority or number of units allocated. If you have money left but you have leased all the awarded units, this extra funding will go into your agency's Mainstream Housing Assistance Payment (HAP) reserves. If you are on track to spend all of the awarded funding but still have units left, stop leasing before you run out of money. The FMC will provide your agency with an amended Annual Contributions Contract that reflects the obligation of funds and monthly disbursements amount to be scheduled. Initially, the first three months of disbursements will be automatically scheduled. Each disbursement will equal 1/12th of your award amount. Thereafter, monthly disbursements will be scheduled based on monthly Mainstream expenses reported in the Voucher Management System (VMS). If you have not leased any vouchers by month three, you will not receive additional disbursements until VMS data shows you are incurring HAP expenses. If at any time such disbursements are not sufficient to cover your monthly expenses, your agency should contact your Financial Analyst at the FMC. Your agency must follow all HCV program requirements when administering the Mainstream Voucher Program, including the regulations at 24 CFR part 982, and the requirements in PIH Notice 2020-22 and P1H Notice 2020-01:Revised Policies and Procedures for the Mainstream Voucher Program. Your PHA is required to follow relevant statutes, regulations, and HUD guidance. vwwv.hud.gov espanol.hud.gov 20B-6 A:c11-211 a To ensure that Mainstream families are recorded properly, you must record MS5 on line 2n of the form HUD-50058 (Family Report). Remember to accurately record families who are homeless at admission on line 4c of the HUD-50058. Mainstream vouchers and corresponding HAP expenses must also be accurately reported in VMS. The Mainstream Voucher Program is reported separately in FASS-PH under the CFDA code 14.879. Additional information regarding the Mainstream Voucher Program can be found at: https://www.hud.gov/program offices/public indian housing/programs/hcv/mainstream Please contact Mains treamVouchers@hud.gov if you have any questions. Sincerely Qglal ylyned by OamRle L Basl&whe DaDanielle p p I ] +� } r {gyp ON: CN= D�iel� L Baguwhe. C=US. '! ielle L Bastal ac a R.. I an appwing lHs do wnk Danielle Bastarache Deputy Assistant Secretary for Public Housing and Voucher Programs 20B-7 R'lYF y ro, U.S. DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT a� s WASHINGTON, DC 20410-5000 n i a ��M ncv4.Lp OFFICE OF PUBLIC AND INDIAN HOUSING Number of Vouchers Budget Authority 75 $1,231,722 [WRIM1Ly11rr3 U.S. DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT qct .I•�!, �, Financial Management Center �`- 2380 McGee Street, Suite 400 ,* I11II1U *1% %11Kansas City, MO 64108-2605 ,Nnc�ef� OFFICE OF PUBLIC AND INDIAN HOUSING November 24, 2020 CA093 City of Santa Ana Housing Authority 20 Civic Center Plaza Santa Ana, CA 92701 Dear Executive Director: SUBJECT: Foster Youth to Independence — Obligation of Assistance This letter is to notify you that funds have been obligated to provide Foster Youth to Independence (FYI) vouchers to assist eligible youth identified in the request for assistance submitted to HUD under the requirements of Notice PIH 2O20-28. Applications submitted under Notice 2019-18 but approved after September 4, 2020 were reviewed and approved under Notice 2020-28. These funds will automatically be disbursed to your agency and will be evenly spread over the term of the contract. The terms of the funding, including the approximate amount of the monthly payment, are reflected in the table below. Increment Units Budget Effective Date Term Approximate Number Authority Monthly Assigned Disbursement CA093VO0222 25 $344,259 4/1/2021 12 $28,688 FYI vouchers do not "sunset" like the FYI Tenant Protection Vouchers (TPV) awarded under Notice 2019-18. Public housing agencies (PHAs) must continue to use FYI vouchers awarded under Notice PIH 2O20-28 for eligible youth upon turnover. If another eligible youth is not available, the PHA must provide notification to FYI(a)hud.gov and the PHA's respective Financial Management Center (FMC) Financial Analyst. HUD will reduce the PHA's HCV assistance to account for the removal of the FYI assistance from the PHA's HCV baseline. The participants are still subject to the 36-month limit in receiving assistance with the FYI voucher. PHAs must maintain a special program code for FYI participants in line 2n of the Family Report (form HUD-50058) or line 2p of the MTW Family Report (form HUD-50058), as applicable. The special program code is "FYI." As a reminder, PHAs should be responding to the homeless at admission field (line 4C), of the form as well. PHAs should also report the leasing and expense information for these vouchers in the Voucher Management System (VMS), Form HUD-52681 B. The "Family Unification 2008/Forward — MTW" or "Family Unification — Non MTW" category, as appropriate for your PHA, must be used. rl- • IWOMM11:11991 Additional program -specific requirements are outlined in the notice. Enclosed is your executed copy of the notice to amend the Consolidated Annual Contributions Contract (CACC) with revised funding exhibits reflecting the changes described above. The amended notice and revised funding exhibits should be filed with your most recent executed CACC. 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 https://www.hud.gov/sites/documents/50071.pdf Form SF-LLL https://www. hudexchange. info/resources/documents/HUD-Form-Sfll1.pdf If you have any questions, please contact Flo Campit, Financial Analyst, at 415-489-6675. Enclosures Sincerely, Jennifer D, Horn,, Jennifer D. Horn Division Director 20B-10 EXHIBIT 3 Consolidated Annual Contributions Contract 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: City of Santa Ana Housing Authority. CA093 (Type or print name of housing agency.) In accordance with Paragraph 2.c. of the Consolidated Annual Contributions Contract between HUD and the HA, you are notified that the funding exhibit 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 Date of Document: 11 /24/2020 20B-11 EXHIBIT 3 U.S. Department of Housing and Urban Development PIN Section 8 - Funding Exhibit # Jilri 11 + Program -Based IIIIIIII ,,. ACC NUMBER: CA093VO FIELD OFFICE: 9DPH LOSFO, PIH HA NUMBER: 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 PROGRAMTYPE: VOUCHERPROGRAM FI Number I First Date of Term Last Date of Term I Contract Term I Budget Authority I Units Count CA093VO0189 CA093VO0194 CA093VO0197 CA093VO0205 CA093VO0206 03-01-2019 03-01-2019 02-29-2020 02-29-2020 02-29-2020 12-31-2019 10-31-2020 02-29-2020 12-31-2019 02-29-2020 03-31-2020 03-31-2020 12-31-2020 12-31-2020 12-31-2020 05-31-2020 12-31-2019 09-30-2020 10-31-2020 12-31-2020 11-30-2020 12-31-2020 03-31-2022 12-31-2020 12-31-2020 05-31-2020 12 12 12 2 12 2 1 1 1 1 10 10 10 2 1 4 1 2 1 1 12 2 12 1 $1,054,965.00 $1,075,199.00 $53,760.00 $5,471,473.00 $319,950.00 $4,308,879.00 $545,255.00 $1,436,293.00 $1,372,603.00 $1,621,789.00 $1.00 $1.00 $1.00 $5,964,478.00 $3,574.00 $12,160,415.00 $2,984,940.00 $5,969,153.00 $1,127,700.00 $726.00 $344,259.00 $1.00 $802,467.00 $729.00 100 100 5 2699 25 2699 N/A N/A N/A 2699 100 100 5 2699 N/A 2699 2699 2699 N/A N/A 25 25 75 N/A 03-01-2019 11-01-2019 11-01-2019 CA093VO0207 CA093VO0208 CA093VO0209 CA093VO0210 CA093VO0211 CA093VO0212 CA093VO0213 CA093VO0214 CA093VO0215 CA093VO0216 CA093VO0217 CA093VO0218 CA093VO0219 CA093VO0220 CA093VO0221 CA093VO0222 CA093VO0225 CA093VOPB01 CA093VOPR19 01-01-2020 12-01-2019 02-01-2020 03-01-2020 03-01-2020 03-01-2020 03-01-2020 03-01-2020 04-01-2020 12-01-2019 06-01-2020 10-01-2020 11-01-2020 11-01-2020 12-01-2020 04-01-2021 11-01-2020 01-01-2020 05-01-2020 Print Date: Tuesday, November 24, 2020, 2:40:08 PM Financial Data Mart (A75R) Page 1 of 1 Report Path: /content/folder[@name='A75R-SUB Subsidiary Detail A75R-SUB-022a Program Based Funding - PA01 Reports']/folder[@name='A75R-SUB HUDCAPS Section 8 Reports']/report[@name='A75R- SUB-022a Program Based Funding - PA01'] Filter: (Status Code in ('c%'u%'p%'d','e')) and (Line Number = '001') and (Housing Authority Number starts with ca093) and (Program Type in (VO)) and (Contract Expiration Date > (Current Date - 365 days)) 20B-12 Rendered by Cognos REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: DECEMBER 15, 2020 TITLE: APPROVE AN APPROPRIATION ADJUSTMENT AND THIRD AMENDMENT TO AGREEMENT WITH DOWNTOWN INC. IN THE AMOUNT OF $400,000 TO PROVIDE CLEAN AND SAFE PROGRAM FOR DOWNTOWN SANTA ANA /s/ Kristine Ridge CITY MANAGER CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1� Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For role] 01110IN] gnito] FILE NUMBER RECOMMENDED ACTION 1. Approve an appropriation adjustment recognizing $500,000 from the sale of the YMCA property at 203-205 W. Civic Center Drive in the General Fund Miscellaneous Revenue, Sale of Land account (No. 01102002-57071) and transferring $400,000 of this revenue to the Parking Enterprise Downtown Enhancements, Contract Services expenditure account (No. 02718133-62300) for the agreement with Downtown Inc. 2. Authorize City Manager to execute a Third Amendment to the Downtown Clean and Safe Program Services Agreement with Downtown Inc. for cleaning services of the Downtown Santa Ana area and a reduction of security guard services in the agreement amount of $400,000 for the period of January 1, 2021 through December 31, 2021, subject to non - substantive changes approved by the City Manager and City Attorney. DISCUSSION On January 31, 2013, the City executed a Settlement and Release Agreement with Downtown Inc. to fund Downtown Santa Ana ("DTSA")'s Clean and Safe program for three years in an amount of $400,000 per year. The terms of the agreement automatically renewed each year. On January 10, 2018, the City terminated the Settlement and Release Agreement and executed a new agreement for Clean and Safe Program Services with Downtown Inc. in the amount of $500,000 per year. Due to the significant losses in Downtown parking revenue from the COVID- 19 pandemic, staff is recommending a decrease in the overall contract by $100,000 for a new total of $400,000. The Clean and Safe team is available 7 days per week, from early morning to late evening, in order to provide a safe and clean area for all daytime and nighttime activities. The Clean and Safe team provides daily litter maintenance, empties trash containers multiple times per day to avoid overflow, power washes sidewalks and alleyways, and oversees security services to DTSA. 20C-1 Third Amendment to Clean and Safe Agreement December 15, 2020 Page 2 The Clean and Safe team also acts as a positive steward for DTSA to provide direction and information to visitors, mitigate issues promptly, provide a safe presence and deterrence of unsafe occurrences, and regularly communicates with police and City staff on matters that require immediate attention. These crucial maintenance services beautify the Downtown district and enhance the image of the commercial core as described in the amended agreement (Exhibit 1). These activities are designed to enhance customer experiences, increase commerce, and help to attract and retain new businesses within the district. The Clean & Safe Team has made a tremendous impact and is vital to the cleanliness and appeal of DTSA. Below are some of the program services: Ten (10) dedicated cleaning staff Hours: 14 hours per day, seven days a week, 363 days per year (only two days off) Constant cleaning of human excrement, food waste, trash, and debris Sanitize City -owned fixtures such as call buttons, light posts, meter heads, and benches 90 trash containers emptied three times per day, equating to 95,000 bags of trash annually 24-Hour or less response time to cleaning requests Pressure washing services 7 days per week, beginning at 4 a.m., in high -traffic corridors Pressure wash alleyways weekly due of the volume of grime caused by illicit activity Pressure wash the entirety of DTSA at least twice per month Graffiti removal from City -owned fixtures (not private property) such as benches, bollards, meters, light poles, and fixtures Pick up litter and waste, including food remains, sewage, excrement, grease, dust, dirt, leaves, stickers, decals, and other substances Interaction with 8,000-10,000 visitors in DTSA (pre-COVID-19 pandemic) Serve as ambassadors and provided directional assistance to thousands of visitors Report vandalism, burglary, hazardous situations (broken trees or substances), or other illegal activities to Santa Ana Police Department or respective City department 20Ci-2 Third Amendment to Clean and Safe Agreement December 15, 2020 Page 3 kr, LAIZ COVID-19 AND CURRENT EFFORTS The Clean and Safe Program automatically increased service levels at the onset of COVID-19 with additional cleaning and sanitizing of high contact areas such as the traffic signal call buttons, meters, and other City -property within DTSA. To ensure the safety of Downtown patrons, the City has also invested $600,000 of CARES Act funding to sanitize Downtown, which only included four parking structures and limited areas of the Downtown. In contrast, the Clean and Safe program has historically provided annual services at a cost of $500,000, which accounts for 14 hours per day, 7days a week, 363 days per year. Funds for these services are made available through revenue from patrons that park in the Downtown (parking structures and meters). Unfortunately, due to the pandemic and the OC Streetcar construction in DTSA, there has been a significant decrease in the amount of visitors and revenue generated. Currently, the expenditures for all parking structure and meter -related activities have exceeded the revenues that the City typically would receive from visitors. Therefore, staff recommends funding the Clean and Safe Program with the proceeds from the sale of the YMCA property until additional reduction measures and cuts can be achieved in the upcoming fiscal year. Staff recommends that the City Council approve a third amendment (Exhibit 1) to the DTSA Clean and Safe Program Agreement with Downtown Inc. in order to maintain a clean and safe 20C-3 Third Amendment to Clean and Safe Agreement December 15, 2020 Page 4 downtown area for residents, businesses, and visitors. The Clean and Safe Program has the ability to address maintenance issues, mitigate homelessness impacts, and provide a welcoming downtown area for the City. FISCAL IMPACT On August 18, 2020, City Council approved the sale of the City -owned YMCA property to Caribou Industries. Escrow is anticipated to close by December 10, 2020 and the City will receive the $500,000 from the sale at that time. Funds will be available for the agreement with Downtown Inc. if City Council approves the appropriation adjustment to recognize the revenues in the General Fund Miscellaneous Revenue, Sale of Land account (No. 01102002-57071) and transfer of $400,000 of this revenue to the Parking Enterprise Downtown Enhancements, Contract Services expenditure account (No. 02718133-62300). The anticipated expenditure is as follows: Fiscal Accounting Unit- Fund Description Accounting Unit, Amount Year Account Account Description FY 20-21 (Jan. — 02718133-62300 Parking Enterprise Downtown Enhancements, $ 200,000 June) Contract Services FY 21-22 (July— 02718133-62300 Parking Enterprise Downtown Enhancements, $ 200,000 Dec.) Contract Services Total Expenditure $ 400,000 Fiscal Impact Verified By: Kathryn Downs, CPA, Executive Director— Finance and Management Services Agency Submitted By: Steven A. Mendoza, Executive Director — Community Development Agency Exhibits: 1. Third Amendment Agreement 2. Clean and Safe Annual Report November 2019 20C-4 EXHIBIT 1 THIRD AMENDMENT TO THE DOWNTOWN CLEAN AND SAFE PROGRAM SERVICES AGREEMENT THIS THIRD AMENDMENT TO THE DOWNTOWN CLEAN AND SAFE PROGRAM SERVICES AGREEMENT is entered into this 15`h day of December, 2020, 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 Downtown Incorporated, Inc., a California non-profit corporation ("DTI"). RECITALS A. On January 10, 2018, the City entered into the Downtown Clean and Safe Program Services Agreement #A-2017-325 with DTI to fund the downtown's Clean and Safe Program, which includes a security team, a litter team, and a power washing team ("said Agreement"). The intent of said Agreement is for DTI to receive a set amount of funding for downtown Clean and Safe Program services each calendar year that such funding is approved by City Council. B. On December 18, 2018, the City entered into a First Amendment to said Agreement with DTI in order to extend the term and add finding for 2019. C. On December 3, 2019, the City entered into a Second Amendment to said Agreement with DTI in order to extend the term and add funding for 2020. D. The City hereby approves an additional $400,000 for downtown Clean and Safe Program services for use by DTI in 2021 pursuant to the teens and conditions of said Agreement. E. In accordance with the terms and conditions of said Agreement, the parties desire to amend said Agreement to extend the term of said Agreement, amend the Scope of Services, and add an additional $400,000 for downtown Clean and Safe Program services for the extended tenn of said Agreement. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions of said Agreement, except as herein modified, the parties agree as follows: Pursuant to the terms of said Agreement, the City Council approved an additional $400,000 for downtown Clean and Safe Program services for the 2021 calendar year to be utilized by DTI pursuant to the terms of said Agreement. 2. Section 1.03, Term of Services Agreement, shall be amended to read as follows: "This Services Agreement shall commence on the date first written above and terminate on December 31, 2021, unless terminated earlier in accordance with sections 4.02 or 4.05 below." 20C-5 EXHIBIT 1 3. Section 2.01, Clean and Safe Program Services, shall be amended to replace the existing Scope of Services with the revised Scope of Services attached hereto as Exhibit I and incorporated herein by reference. 4. Except as hereinabove modified, the terms and conditions of said Agreement remain unchanged and in full force and effect. (Signatures on following page) 20C-6 *A91dGi IN WITNESS WHEREOF, the parties hereto have executed this Approval and Amendment to said Agreement the date and year first above written. ATTEST: DAISY GOMEZ Clerk of the Council APPROVED AS TO FORM: Sonia R. Carvalho City Attorney Ry O. odge Assistant City Attorney RECOMMENDED FOR APPROVAL: STEVEN A. MENDOZA Executive Director Community Development Agency CITY OF SANTA ANA KRISTINE RIDGE City Manager DOWNTOWN INCORPORATED, INC.: �1�s1 ✓' ,C,� i Ryan Chase President Tax ID# 26-4051161 20Ci-7 Scope of Services Downtown Clean & Safe Program 2021 January 1, 2021 - December 31, 2021 I. BUDGET ON - I 1 0.1 rsi Proposed Clean and Safe Budget Activity Cost Litter Maintenance $ 283,204 Power Washing $ 116,796 Total $ 400,000 IL SCOPE OF SERVICE - LITTER MAINTENANCE A. PICK UP LITTER AND WASTE "Litter" is defined as, but is not limited to, boxes, cans, papers, containers marked "trash" (or are obviously trash), unwanted or useless materials, or rejected matter. "Waste" includes, but is not limited to, gum, food remains, sewage, excrement, grease, dust, dirt, decals, liquid or dried matter, oily or sticky substances, and graffiti, etc. Remove litter from all outside surfaces including, but not limited to, sidewalks, , curbs, planters, tree grates, and store entries. All litter from such surfaces shall be removed from the area and emptied into a designated trash dumpster or receptacle in such a manner as to prevent the adjacent area from becoming littered by such trash. Waste shall be removed from all outside surfaces including, but not limited to, sidewalks, , curbs, planters, tree grates, store entries, and trash receptacles. All waste from such surfaces shall be removed from the area and emptied into a designated trash dumpster or receptacle in such a manner as to prevent the adjacent area from becoming soiled by such waste. Waste removal shall be accomplished by the complete and thorough removal of said substances from the area — not by moving it from one surface to another or covering said substances with sand or similar materials. B. CLEAN AND EMPTY TRASH CANS All trash containers within the BID shall be emptied and cleaned. Trash including, but not limited to, boxes, cans, papers, and other containers marked "trash" (or are obviously trash) shall be removed, along with the liner. All trash from such trash receptacles shall be removed from the BID and emptied into a designated trash dumpster or receptacle in such a manner as to prevent the adjacent area from becoming littered by such trash. 20C-8 EXHIBIT 1 All trash containers shall be emptied three times per day on a routing basis (morning, early afternoon and evening). Additionally, any trash containers that may become filled prior to the scheduled routing cleaning, particularity between the hours of 11:00 a.m. and 4:00 p.m. daily, shall be emptied as needed. Trash containers should never have accumulated trash or waste above the level of the container. Whether full or not, container shall be emptied and cleaned if it is omitting a foul, rancid, or putrid odor or showing signs of insect or rodent infestation. Insert new liners into trash containers, securing said liners in such a manner as to present a neat uniform appearance and replacing container lids in their correct position. Using a clean cloth or rag, and germicide detergent solution, remove all waste including, but not limited to, gum, food remains, sewage, excrement, grease, dust, dirt, decals, liquids, dried matter, oily or sticky substances, and graffiti, etc, from the surface of trash containers. Cleaning shall be accomplished by the complete and thorough removal of said substances from the area —not by moving it from one surface to another or covering said substances with sand or similar materials. This includes, but is not limited to, the cleaning of the immediate area surrounding the trash containers. C. CLEAN OUTDOOR BENCHES, BOLLARDS AND LIGHT POLES All benches, bollards and light poles within the area shall be cleaned on a regular basis using clean cloths and a detergent solution. Remove all waste including, but not limited to, gum, food remains, excrement, grease, dust, dirt, litter, liquids, dried matter, decals, sticky substances, graffiti, etc. leaving object in "like new" condition. The immediate area surrounding the object shall be cleaned in the same manner. D. CLEAN ALLEYS Alleys shall be clear of trash, waste, shopping carts, pallets, leaves, and excrement. Shopping carts shall be picked up and taken to shopping center parking lot. Boxes shall be flattened and placed securely in trash container in such a manner as to not protrude excessively. Excrement shall be picked up and disposed of properly, and area washed down with proper germicidal solution. The following are alley locations within the Downtown: • 100 East Fourth Street (south alley) • 200 East Fourth Street (south alley) • 300 East Fourth Street (north and south alley) • 100 West Fourth Street (south alley) • 200 West Fourth Street (south alley) • 300 West Fourth Street (south alley) • 400 West Fourth Street (south alley) 20C-9 EXHIBIT 1 E. CLEAN BUS STOPS Bus stop areas are cleaned by the City of Santa Ana's contractor, however, the Clean & Safe Team will complement the cleaning of the bus stops by cleaning all debris, bum, dirt, grime, oil, stains and other fluids. Clean & Safe Team will not be responsible for emptying the locked trash container at the bus stops. The following are bus stop locations within the Downtown: • 400 North Main west side of street • 400 North Main east side of street • 200 West 5th street south side of street • 200 East 5th street south side of street • 100 West Santa Ana Boulevard north side of street • 200 East Santa Ana Boulevard north side of street III. POWER WASH A. POWER WASH PROCESS "Power wash" is defined as the simultaneous mechanical removal of materials or pollutants from the surface for the pavement, through application of water under pressure with elevated temperatures used in the cleaning process and collection of waste and water. Process used shall leave the area clean and free from stains and of all loose, embedded materials including chewing gum. The cleaning process must not damage the concrete surfaces or the brick paver surface. All gun must be removed from the paver, concrete and other sidewalk surfaces. B. POWER WASH SIDEWALKS All gum, dirt, grime, oil, stains and other fluids shall be removed from the sidewalls by using power washing equipment. C. POWER WASH BUS STOPS Bus stop areas are cleaned by the City of Santa Ana's contractor, however, the Clean & Safe Team will compliment the cleaning of the bus stops by cleaning all debris, bum, dirt, grime, oil, stains and other fluids. Clean & Safe Team will not be responsible for emptying the locked trash container at the bus stops. The following are bus stop locations within the Downtown: • 400 North Main west side of street • 300 North Main east side of street • 200 West 5th street south side of street • 200 East 5th street south side of street 20C-10 IV. V • 100 West Santa Ana Boulevard north side of street • 200 East Santa Ana Boulevard north side of street D. POWER WASH ALLEYS Alleys are to be cleaned of a debris, bum, dirt, grime, oil, stains and other fluids. The following are alley locations within the Downtown: • 100 East Fourth Street (south alley) • 200 East Fourth Street (south alley) • 300 East Fourth Street (north and south alley) • 100 West Fourth Street (south alley) • 200 West Fourth Street (south alley) • 300 West Fourth Street (south alley) • 400 West Fourth Street (south alley) STAFFING A. Litter Team of 7 Workers: Monday - Sunday 7:00 AM to 9:00 PM B. Power Washing Team of 3 Workers: Monday - Sunday 4:00 AM to 10:00 AM AREA OF SERVICE Santa Ana Business Improvement District 1JE1 1:1 Ea LMC ❑❑ ❑❑ SANI/. 1Nq BLW ,OIIN,M 5} MIpO 55. T q� SKONO i .�...N .. m❑N❑❑m❑ Santa Ana Business Improvement District I OB1D EXHIBIT 1 20C-11 I To =Am rovAq"o 1 Wo no Fe M a DOWN TOWN :[Tor! A:cu:1111110 Downtown Santa Ana Downtown Santa Ana is the urban center, county seat and heart of Orange County. With its rich culture and history, it's the perfect setting for shopping, great food and multitude of unique and diverse programming and entertainment. Our mission at Downtown Incorporated is to facilitate the enhancement of Downtown Santa Ana as a vibrant shopping, entertainment, business and cultural destination for all. A huge and integral part of delivering a desirable environment to guests and local businesses is by ensuring our downtown area stays clean and safe for all to enjoy. This would be impossible without the Downtown Santa Ana Clean and Safe Program. 20C-13 A:cu:1111110 What is the Downtown Santa Ana Clean Et Safe Program? Mission Statement: To provide a clean and safe environment with efficient, prompt, and professional service for the enjoyment of Downtown Santa Ana's residents, employees, customers and visitors. The Downtown Santa Ana Clean and Safe Program is a team of hardworking individuals dedicated to the cleanliness, upkeep, and security of our downtown area. Their daily operations of litter maintenance, power washing, and security are a critical factor in the success of keeping our eighty-two blocks clean and safe and making sure visitors are welcomed into a clean and safe environment. The Clean and Safe Program team members also act as ambassadors of Downtown Santa Ana providing constant guidance and help to all who ask creating a positive experience, which is key for customer and visitor retention. The Clean and Safe Program positively affects all businesses and residents in the downtown area by preserving and maintaining all public areas. Heavy foot traffic of the downtown area results in large amount of trash and grim, magnified by the current homeless issues, it is not an easy task to keep the area clean. The Clean and Safe program meets quarterly (includes representatives from City, SAPID, Downtown Inc and Santa Ana Business Council) to discuss, optimize, coordinate ongoing operations and address any issues facing Downtown. The Clean and Safe Program works tirelessly to preserve the beauty and pride of Downtown Santa Ana for all to enjoy. 20C-14 i Program Funding Funding for the Clean and Safe program is provided by the Downtown Santa Ana parking revenue. Downtown Santa Ana benefits by having four full time police officers assigned to patrol the area. The four police officers are paid from the parking revenue. Additionally, some Downtown enhancements are also paid from the Downtown Santa Ana parking revenue. We appreciate the partnership with the City of Santa Ana and working together to benefit the community, Downtown and the City. i 20C-15 A:c11-211 a Impact of the Program The impact of the Clean and Safe program in Downtown Santa Ana cannot be overstated. This is what the Clean and Safe team has accomplished this year: 82 blocks of Downtown Santa Ana are cleaned daily. 47,150 bags of trash pulled. 5,840 sidewalks power washed. 12,080 stickers removed. 12,500 graffiti removals from benches, bollards, parking meters, light poles and fixtures. 1,900 visitors and residents given directional assistance. 2,350 service calls responded. 20C-16 Our Team in Action Trash and Waste Removal The Clean and Safe team provides daily trash and waste removal. This includes removing litter from all public areas including sidewalks and alleys. All litter and waste are disposed of into designated dumpsters. All ninety trash cans are frequently emptied, cleaned, and lined with trash bags. All benches are wiped and cleaned of dirt and grime. The growing homeless population in Downtown Santa Ana creates additional challenges for the Clean and Safe team. 20C-17 Power Washing The Clean and Safe team power washes all public areas including sidewalks and alleys. Power washing removes unsightly surface grime, mold, waste and foul odors. Downtown Santa Ana has been impacted by the growing homeless population which has had a huge impact on Downtown businesses, residents and visitors. Power washing helps keep the area clean and odor free. 20C-18 Security Guards Providing security guards is an important part of the efforts of the Clean and Safe Program to create a safe and welcoming environment. The Santa Ana Police Department remains responsible for law enforcement, yet our security officers complement their efforts and further establish a comprehensive network of security in Downtown Santa Ana. The Downtown Santa Ana security guards patrol, handle calls for service, check for any hazards or safety issues and either mitigate the issue or report it to the proper authority. They also act as first responders to any emergency situation. 20C-19 iWa:11:111PA The Clean and Safe program is designed to promote greater hospitality and safety in the Downtown Santa Ana community. From 15t Street to Santa Ana Blvd and from Ross to Mortimer, you will find team members making your world: • Cleaner - by controlling litter, power washing, removing stickers and cleaning graffiti from fixtures. • Safer - with uniformed visibility. • Friendlier - by providing directions and assistance. 20Ci-20 M:cu:1111110 Area of Service Santa Ana Business Improvement District. ems❑ SAIF X6 ❑ ePx eF4 E rli 50.MA ANA ELVD. MRD ST. 4. N HEST s T. 1 I❑ NGNTH $T. 1-1 El 1:1 E SAWA ANALL EM 1:1 El �I❑❑n IF Santa Ana Business Improvement District I QE'°EaundaNet 20C-21 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: DECEMBER 15, 2020 TITLE: APPROVE AN APPROPRIATION ADJUSTMENT AND APPROVE A FIRST AMENDMENT TO THE AGREEMENT WITH INFOSEND, INC. FOR A TOTAL 2020-21 FISCAL YEAR AMOUNT NOT TO EXCEED $750,000 (GENERAL FUND AND NON -GENERAL FUND) /s/ Kristine Ridge CITY MANAGER CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on 1� Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CK�7►111►U1q�iC�. FILE NUMBER RECOMMENDED ACTION 1. Approve an appropriation adjustment recognizing $310,500 of prior year fund balance in the Water Quality, Prior Year Carry Forward revenue account, and appropriate the same amount in Water Quality, Contract Services Professional, to accommodate the added expenditures for FY 2020-21. 2. Authorize the City Manager to execute a first amendment to the agreement with InfoSend, Inc. ("InfoSend") for printing, processing, and mailing, and electronic bill presentment services to update the scope of services, a provision for a six (6) month extension period beginning January 1, 2021 through June 30, 2021, and increases in the total budgeted amounts of $200,000 for FY 2020-21, by a net amount of $550,000, for a new total amount not to exceed $750,000, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION The Treasury and Customer Service Division (Treasury) of the Finance and Management Services Agency is responsible for the billing and payment processing for municipal utility services (MUS) accounts, business license, Proactive Residential Enforcement Program (PREP), dog license, and paramedic subscription services. Billing and payment services require data processing, printing, mailing services, and e-business services (electronic billing and payment presentation [EBPP] online and/or accepting and reporting payment transactions via the Web). InfoSend's scope of bill print services include, but are not limited to, the following: printing, processing, and mailing. InfoSend's printing, processing, and mailing services encompass the following City operations: MUS, business license, PREP, and dog license, and include miscellaneous mailings of associated billing statements, notices, advisories, form 20D-1 First Amended Agreement with InfoSend, Inc. December 15, 2020 Page 2 correspondence, as well as City newsletters and a variety of other miscellaneous independent communications or notices. InfoSend's EBPP services include an on-line bill payment portal for dog license. InfoSend has unique institutional knowledge of the City's data processing, bill printing, mailing, and EBPP services. InfoSend is able to solely handle all requested data processing, print, mail services, and associated e-business services. Their professional services include project management for each print job from beginning to end, as well as providing a high level of quality assurance through their quality control department by checking mail files at multiple stages throughout the production process. InfoSend's information technology, document formatting, electronic payment service, and document production currently integrates seamlessly into our various existing Treasury billing structures, as it presently generates all electronic document files, exchanges them with other integrated vendors, inserts mailing pieces, meters postage, and prepares all mail items for delivery. In addition, beginning in Fiscal Year 2019-20, the Finance and Management Services Agency ("FMSA" ), Public Works Agency ("PWA"), and Information Technology Department ("IT") undertook development of a program for the implementation of Advanced Metering Infrastructure ("AMI") to provide modern smart metering services for the City's water utility operation and for MUS customers to which InfoSend's services are tied. In March of 2020, Treasury started a comprehensive upgrade to the City's existing water, sewer, sanitation, and refuse customer information service/utility billing system, enQuesta, in order to ensure the City is keeping up with best practices as they relate to utility customer service, billing technology, and to ensure compatibility with AMI systems. The AMI program is dependent on expanded use of the City's upgraded MUS enQuesta system with which InfoSend's services are integrated. InfoSend's services directly support and are bi- laterally integrated with this comprehensive upgrade. The cost to implement an equivalent bill print and e-business service provider is unknown, but would require new software and substantial additional integration expenses to the City as InfoSend is fully integrated into all Treasury programs that require bill print/e-business services. In connection with the AMI program development, PWA has launched an Awareness & Education Campaign as a sustained effort to educate individuals and boost public awareness about AMI smart metering services for the City. Asa response to the COVID-19 pandemic, the City launched the Santa Ana CARES program to provide much needed services to the City's residents and business community. Simultaneously, FMSA coordinated a successful CARES Utility Grant program aimed at City residents who are struggling with their utility bills due to COVID-19 impacts affecting their household income. For these community outreach reasons and because InfoSend is the City's printing and mailing service provider, budgeted amounts for the various agencies who 20D-2 First Amended Agreement with InfoSend, Inc. December 15, 2020 Page 3 use InfoSend's printing and mailing services need to be increased to cover expanded service use. Moreover, due to necessary spending by FMSA, PWA and the City Manager's Office ("CIVIC") in printing and mailing services with InfoSend, the net approved $200,000 current funding cap (July 1, 2020 through December 31, 2020) has been overspent, underscoring the need for funding caps to be increased for FY 2020-21 by a combined $550,000 amount on an annualized fiscal year basis, for a total maximum fiscal year amount not to exceed $750,000. Therefore, staff recommends increasing InfoSend's combined annual spending cap by $550,000, from $200,000 (semi-annually) not to exceed $750,000 (annually), and correspondingly recognizing participating agencies' (FMSA, PWA, and CIVIC) increased budgeted spending amounts for FY 2020-21. Additionally, staff recommends extending InfoSend's agreement for an additional 6 months beginning January 1, 2021 through June 30, 2021. By doing so, Treasury will be allowed sufficient time before the final expiration date of InfoSend's extended contract to harmonize this agreement with other critical payment processing as well as enQuesta/AMI- integrated agreements. The enQuesta agreement runs through December 31, 2025 with optional extensions through December 31, 2029. Included among the other critical payment processing are the City's online Cloud -based payment services and walk-up payment kiosk agreement services, together with walk-in cashiering services. Based on the harmonization of all these payment processing services the City would achieve full Payment Card Industry Data Security Standard (PCI-DSS) compliance, thereby transferring future credit card fraud liability from the City to the payment card providers. FISCAL IMPACT Approval of the appropriation adjustment will recognize $310,500 of prior fund balance in the Public Works Water Revenue, Prior Year Carry Forward revenue account (No. 06017002-50001) and appropriate the same amount into the Water Quality, Contract Services — Professional expenditure account (No. 06017644-62300) to fund the additional expenditures for FY 2020-21. The existing budget is sufficient for all other contract allocations. The following accounts will fund the contract allocations. Accounting Fiscal Unit - Fund Accounting Prior Contract Revised Year Account Description Unit - Account Allocation Increase Contract No. No. Description Allocation FMSA - Contract 2020- 01110130- Treasury & Services $125,000 $175,000 $300,000 21 62300 Customer Professional Service 20D-3 First Amended Agreement with InfoSend, Inc. December 15, 2020 Page 4 2020- 06017644- PWA - Water Contract 21 62300 Quality Services $64,500 $310,500 $375,000 Professional 2020- 01105015- CMO - Contract General Non- Services $10,500 $29,500 $40,000 21 62300 Departmental Professional 2020- 17603010- Operation Education & 21 63001 Santa Ana Outreach $0.00 $35,000 $35,000 CARES (Flyers) Subtotal Subtotal TGrand otal $200,000 $550,000 $750,000 Fiscal Impact Verified By: Kathryn Downs, CPA, Executive Director— Finance and Management Services Agency Submitted By: Kathryn Downs, CPA, Executive Director — Finance and Management Services Agency Nabil Saba, Executive Director — Public Works Agency Kristine Ridge, City Manager — City Manager's Office Exhibit: 1. InfoSend, Inc. - First Amended Agreement 20D-4 EXHIBIT 1 FIRST AMENDMENT TO AGREEMENT WITH INFOSEND, INC. TO PROVIDE BILL PRINTING, MAIL SERVICES, AND PAYMENT PROCESSING SERVICES THIS FIRST AMENDMENT TO AGREEMENT, dated as of this 15`h day of December by and between InfoSend, Inc., a California 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"), collectively "the Parties". RECITALS: A. The Parties entered into that certain Agreement #A-2019-153, dated September 3, 2019, ("said Agreement") by which Consultant, having special skill and knowledge in the field of Bill Print - Processing, Printing and Mailing (PPM) services as well as Electronic Bill Presentment and Payment (EBPP) services, agreed to perform such services for the City. B. The Parties desire to amend the Scope of Services, Compensation, and Term clauses of said Agreement. 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: The Parties hereto now desire to amend Sections 1, 2, and 3 of said Agreement to read as follows: 1. SCOPE OF SERVICES: 1. SCOPE OF SERVICES Consultant shall provide paper bill processing, printing and mailing services along with electronic bill presentment and payment services, and other related professional services as detailed in the scopes of services attached hereto as Exhibits A and C and hereby incorporated herein by reference. a. Processing, Printing and Mailing (PPM) Services. The paper bill processing, printing and mailing (PPM) process consists of processing data, address validation and POSTNET bar coding, printing documents, mail preparation, applying presorted postage and sending via the United States Postal Service for the City's: (1) Municipal Utility Services bills; water conservation program notices, water quality program notices, Municipal Utility Services rate change advisories, awareness & education campaign notices, advanced meter infmstructure notices and advisories, penalty and/or collection notices, and other related miscellaneous notices, form correspondence and advisories including paramedic subscription notices; (2) Business License Tax bills, renewal statements, certificates and licenses, penalty/and or collection notices, and other related miscellaneous notices, form correspondence and advisories; (3) Dog License Bills, rabies 20D-5 reminders, certificates, penalty/and or collection notices, and other related miscellaneous notices, form correspondence and advisories; (4) Proactive Residential Enforcement Program (PREP) bills, renewal statements, certificates, penalty/and or collection notices, and other related miscellaneous notices, form correspondence and advisories; and (5) assorted public notices, community advisories, outreach program letters, associated form correspondence, as well as City newsletters and a variety of other miscellaneous independent City agency communications and program literature. b. Basic Electronic Bill Presentment and Payment (EBPP) Services. Basic Electronic Bill Presentment and Payment (EBPP) services consists of: (i.) Maintaining an online customer payment portal and presenting Dog License bills online and accepting payment transaction information to facilitate ACH or credit card payment via Consultant's merchant processing provider, EPX (EPX Acquisition Company, LLC, and successor to Phoenix Payment Systems, Inc.). City's right to bifurcate agreement and terminate PPMand Basic EBPP services for Dog License billing. During the Term of this First Amended Agreement and any extension hereto, but beginning not sooner than January 1, 2021, City may upon one hundred -twenty days (120) days prior written notice by the City's Executive Director of Finance and Management Services, terminate PPM and Basic EBPP services for Dog License billing, plus associated merchant processing services currently provided by Consultant's contracted merchant processor, Electronic Payment Exchange, Inc. (hereinafter "EPX"). Whereupon City shall have the right to continue Consultant's PPM services for Dog License Billing for the term of this Agreement or City may continue either Consultant's PPM and/or Basic EBPP services for Dog License Billing on a month - to -month basis and terminate the PPM and Basic EBPP portion of the Agreement in connection with Dog License Billing, with no termination penalty or fees applied by Consultant by providing fifteen (15) days written notice of its intent to terminate said PPM and Basic EBPP portion of the Agreement. c. Electronic Bill Data Conversion and Graphical Document File Presentment for Third -Party Enhanced EBPP Services Provider. Electronic Bill Data Conversion and Graphical File Presentment services consists of: (i) Receiving graphical bill data file information from an integrated City billing application ("enQuesta") maintained by a designated billing application provider ("Systems and Software, Inc.") and converting said graphical bill data file information into a graphical document file and presenting said file to a designated Third -Party Enhanced EBPP Services Provider ("Invoice Cloud, Inc."). 2. COMPENSATION: 2. COMPENSATION rIO ., a. City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates and charges identified in Exhibit B and Exhibit C which are hereby incorporated herein by this reference. The total sum to be expended under this First Amendment for the time period of January 1, 2021 through June 30, 2021 shall not exceed $550,000.00. Compensation for fiscal year 2020-2021 shall not exceed $750,000. 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 which may reasonably be expected by City. c. City shall be responsible for payment related to United States Postal Service postage including rate increases. City will be invoiced by Consultant for postage including the amount charged for overweight and foreign mail. 3. TERM: 3. TERM This First Amendment shall cover the six-month period of January 1, 2021 through June 30, 2021. Except as hereinabove modified, the terms and conditions of said Agreement remain unchanged and in full force and effect. (Signatures on following page) 20D-7 IN WITNESS WHEREOF, the Parties hereto have executed this First Amendment to Agreement the date and year first above written. ATTEST: DAISY GOMEZ Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney to Lisa Storck Assistant City Attorney RECOMMENDED FOR APPROVAL: k,thry,� o 3o1146Pm KATHRYN DOWNS Executive Director of Finance and Management Services Agency CITY OF SANTA ANA KRISTINE RIDGE City Manager CONSULTANT R XMa—k-- IL Executive Vice President r1O City of Santa Ana -First Amend ment_Executed_ 12.03.2020 Final Audit Report 2020-12-03 Created: 2020-12-03 By: Kristin Andrade (kandrade@santa-ana.org) Status: Signed Transaction ID: CBJCHBCAABAAGQ4msv2JSZiNV9ybawWuTbPuK4RSszDD "City of Santa Ana -First Amendment_Executed_12.03.2020" His tory Document created by Kristin Andrade (kandrade@santa-ana.org) 2020-12-03 - 7:43:34 PM GMT- IP address: 98.153.69.210 12y Document emailed to Kathryn Downs (kdowns@santa-ana.org) for signature 2020-12-03 - 7:44:05 PM GMT Email viewed by Kathryn Downs (kdowns@santa-ana.org) 2020-12-03 - 7:46:06 PM GMT- IP address: 98.153.69.210 Fop Document e-signed by Kathryn Downs (kdowns@santa-ana.org) Signature Date: 2020-12-03 - 7:46:20 PM GMT -Time Source: server- IP address: 98.153.69.210 (% Agreement completed. 2020-12-03 - 7:46:20 PM GMT Q Adobe Sign 20D-9 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: DECEMBER 15, 2020 TITLE: APPROVE APPROPRIATION ADJUSTMENT AND AWARD A CONSTRUCTION CONTRACT TO ALL AMERICAN ASPHALT IN THE AMOUNT OF $1,967,436 FOR THE BRISTOL STREET PROTECTED BIKE LANES FROM EDINGER AVENUE TO FIRST STREET PROJECT WITH AN ESTIMATED TOTAL DELIVERY COST OF $2,696,777 (PROJECT NO. 18-6908) (NON -GENERAL FUND) /s/ Kristine Ridge CITY MANAGER 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 19111111111►1JIl qC7 RECOMMENDED ACTION 1. Approve an appropriation adjustment recognizing $2,102,777 in Fiscal Year 2017-18 Bicycle Corridor Improvement Program (BCIP) construction funding in the Select Street Construction, Federal Grant -Indirect revenue account and appropriate same in the Fiscal Year 2020-21 Select Street Construction, Improvements Other Than Building expenditure account. 2. Award a construction contract to All American Asphalt, the lowest responsible bidder, in accordance with the base bid in the amount of $1,967,436, for construction of the Bristol Street Protected Bike Lanes from Edinger Avenue to First Street Project, for the term beginning December 15, 2020, and ending upon project completion, , and authorize the City Manager to execute the contract subject to non -substantive changes approved by the City Manager and the City Attorney. 3. Approve the Project Cost Analysis for a total estimated construction delivery cost of $2,696,777, which includes $1,967,436 for the construction contract; $296,000 for contract administration, inspection and testing; and a $433,341 project contingency for unanticipated or unforeseen work. DISCUSSION The City of Santa Ana is developing safer, walkable streets for Santa Ana residents through projects such as the Bristol Street Protected Bike Lanes from Edinger Avenue to First Street Project. This project will install protected bike lanes along Bristol Street from Edinger Avenue to First Street (Exhibit 1). The proposed bike lanes will improve bicycle routes to and from schools, parks, trails, local shopping centers, and high -density residential areas. The bike lanes will also provide connections to future bike facilities on Willits Street and Edinger Avenue. The construction 20E-1 Approve Appropriation Adjustments, Award Contract, and Approve Project Cost Analysis December 15, 2020 Page 2 scope of work includes the removal of asphalt concrete, cold milling, concrete bus pads, and concrete curbs and gutters. The project will also include the construction of 6" to 8" Portland cement concrete bicycle lanes, bicycle detection, concrete bus pads, concrete curb ramps, landscaping, irrigation, striping, and signal modifications. To move forward with this project, staff recommends approval of an appropriation adjustment to recognize and appropriate construction funding of $2,102,777 from Fiscal Year 2017-18 Bicycle Corridor Improvement Program (BCIP). Public Outreach and Contractor Participation To provide an opportunity for local vendors to submit bids, a Notice Inviting Bids was advertised in the Orange County Register newspaper on October 14 and October 19, 2020. The project was also advertised in PlanetBids from October 14, 2020, through November 5, 2020. Bids were received electronically via PlanetBids, on November 5, 2020. A total of 1,071 vendors, including vendors in the City of Santa Ana, were notified of the project via PlanetBids. Fifty-nine vendors requested bidding documents and 11 bids were received. Bids were not received from any Santa Ana contractors. Bid Results Summary RANK BIDDER'S NAME LOCATION BASE BID 1 All American Asphalt Corona $1,967,436 2 Hardy & Harper, Inc. Lake Forest $2,154,000 3 HYM Engineering, Inc. Fullerton $2,266,482 4 Los Angeles Engineering, Inc. Covina $2,277,606 5 Excel Paving Co. Long Beach $2,498,426 6 Nobest Incorporated Westminster $2,578,483 7 Lonerock, Inc. Irvine $2,674,840 8 Access Pacific, Inc. Pasadena $2,738,805 9 C.S. Legacy Chino $3,070,401 10 Vido Samarzich, Inc. Rancho Cucamonga $3,278,230 11 Nationwide Fountain Valley $3,362,730 The 11 bids received were deemed responsive. All American Asphalt submitted the lowest responsive bid in the amount of $1,967,436 (Exhibit 2). Based on the bid analysis and a contractor's reference check, staff recommends awarding the construction contract to All American Asphalt, in the amount bid (Exhibit 3). 20E-2 Approve Appropriation Adjustments, Award Contract, and Approve Project Cost Analysis December 15, 2020 Page 3 Project Delivery To deliver a complete project, in addition to the construction contract, the estimated total project delivery cost includes construction administration, inspection, and testing, along with an allowance for contingencies to account for unexpected or unforeseen conditions. Construction administration and inspection includes construction management; implementation of the City's Community Workforce Agreement requirements; inspection of the Contractor's work to ensure contract compliance, workmanship, and quality; and materials testing. As indicated in the Cost Analysis (Exhibit 4), and as summarized in the table below, the estimated total construction delivery cost of the project is $2,696,777. Project Item Amount Construction Contract $1,967,436 Construction Administration, Inspection, Testing $296,000 Contingencies $433,341 Total $2,696,777 ENVIRONMENTAL IMPACT In accordance with the California Environmental Quality Act, the recommended actions are exempt from further review. Categorical Exemption Environmental Review No. ER-2016-35 was filed for the project. FISCAL IMPACT As indicated in the Cost Analysis, the estimated total construction delivery cost of the project is $2,696,777, which includes construction, contract administration, inspection, testing, design engineering, and an authorized contingency of $433,341. Approval of the appropriation adjustment will recognize $2,102,777 in Fiscal Year 2017-18 Bicycle Corridor Improvement Program (BCIP) construction funding in the Select Street Construction, Federal Grant -Indirect revenue account (No. 05917002-52001) and appropriate same in the Fiscal Year 2020-21 Select Street Construction, Improvements Other Than Building expenditure account (No. 05917660-66220). The table below summarizes the funds budgeted for expenditure to deliver construction of this project. 20E-3 Approve Appropriation Adjustments, Award Contract, and Approve Project Cost Analysis December 15, 2020 Page 4 Fiscal Accounting Unit - Fund Accounting Unit, Account No. Year Account Account No. Description Description Amount (Projt No. Appro riation Adjustment 2020- 05917660-66220 Select Street Select Street Construction, 21 (18-6908) Construction Improvements Other Than $2,102,777 Building Existing Project Budget 2020- 03217662-66220 Measure M Measure M2 Local Fairshare, 21 (18-6908) Street Improvements Other Than $272,000 Construction Building 2020- 03217662-66220 Measure M Measure M2 Local Fairshare, 21 (18-6908) Street Improvements Other Than $322,000 Construction Building Total 1 $2,696,777 All funds are scheduled for expenditure in Fiscal Year 2020-21. However, any remaining balances not expended at the end of the fiscal year will be carried forward for expenditure in Fiscal Year 2021-22. Fiscal Impact Verified By: Kathryn Downs, CPA, Executive Director— Finance and Management Services Agency Submitted By: Nabil Saba, P.E., Executive Director — Public Works Agency Exhibits: 1. Location Map 2. Bid Proposal 3. Construction Contract 4. Cost Analysis 20E-4 EXHIBIT 1 SANTAANA rr Pn Project No. 18-6908: �� WA Bristol Street Protected Bike Lanes from Edinger PUBLIC WORMS AGENCY Avenue to First Street 20E-5 EXHIBIT 2 MAYOR Miguel A. Pulido MAYOR PRO TEM Juan Vllegas COUNCILMEMBERS Phil Bacerra Cecilia Iglesias David Penaloza Vicente Sarmlento Jose Solorio October 29, 2020 ADDENDUM No. ONE CITY OF SANTA ANA Public Works Agency — Design Engineering 20 Civic Center Plaza, M-36 • P.O. Box 1988 Santa Ana, California 92702 w .santa-ana.om CITY MANAGER Kristine Ridge CITY ATTORNEY Sonia R. Carvalho CLERK OF THE COUNCIL Daisy Gomez SUBJECT: Project 18-6908: Bristol Protected Bike Lanes from Edinger to 1st The following changes have been made to the Bid Proposal & Specifications for the subject project: Specifications 1. Page P-1 to P-3: Replace with the attached pages P-1 to P-3. • Changed unit from EA to LS and LF for Bid Items 23 and 24 respectively. 2. Page 110: Replace with attached page 110 of Section 5.03.01. • Changed landscaping maintenance period from 60 to 360 calendar days. Plans 1) Replace with attached construction plan sheets as listed below: a. LA-08. Updated final plant quantities and mulch layer. b. IR-08. Updated main line and sleeve specifications and symbols. This addendum includes 7 pages (including this one). ALL OTHER ITEMS REMAIN FOR THE CITY OF SANTA ANA fZ11-'Edwin "William" Galvez, P.E. City Engineer SANTA ANA CITY COUNCIL Myuel A. Pulido Juan Villegas M/ ome Samiiemo DavN Penalooa Jose solodo Phil Becene Cecilia Iglesias Mayor Mayor Pro Tom, Ward 5 1 Ward 1 Waml 2 WaN 3 ! WaN A 1 WSW 6 mdulldo(dlsenllom ..rmoW.*..ma-anaAm doenaloza®saMa- aoiQrmQ.ffiIt a-ana oro t pba..Asanta-amao i oale4asigsamadno or ana.o,o 20E-6 ADDENDUM No. ONE CITY OF SANTA ANA Project 18-6908 PROPOSAL FEDERAL PROJECT NO. CML-5063(183) CITY PROJECT NO. 18-6908 BRISTOL STREET PROTECTED BIKE LANES FROM EDINGER TO 11T BID PROPOSAL TO: CITY COUNCIL OF THE CITY OF SANTA ANA FROM: All American Asphalt REQUIREMENT: The undersigned bidder declares that they have carefully examined the location of the proposed work, that they have examined the Contract Documents in its entirety and hereby proposes to furnish all material and do all the work required to complete the said work in accordance with said plans (if any) and the specifications for the unit price(s) or lump sum(s) set forth in the following schedule: Item Description Qty Unit Unit Price Amount 1 Unclassified Excavation 2,120 Cy $ 90.00 $190,800.00 2 AC Pavement 1,050 TN $ 96.00 $100,800.00 3 PCC Sidewalk (4") 3,800 IF $ 7.00 $26,600.00 4 PCC Curb and Gutter (Type A-2-8) Modified — F Gutter 9,022 LF $ 22.00 $198,484.00 5 PCC Curb Ramp 1,200 IF $ 11.00 $ 13,200.00 6 PCC Bus Pad 4,900 IF $15.69 $ 76,881.00 7 Cold Mill (6") 43,280 IF $0.60 $ 25,968.00 8 Cold Mill (8") 9,200 IF $ 0.85 $7,820.00 9 PCC Protected Bike Lane (6") — Detail A with dowels 8,350 LF $ 40.50 $ 338,175.00 10 PCC Protected Bike Lane (6") - Detail B 680 LF $ 90.00 $61 ,200.00 11 PCC Bike Lane at Driveways (8") with Dowels 11,500 IF $g 63 $ 110, 745.00 12 Colored PCC median with Topcast 95 Exposed Aggregate Finish 6,800 IF $14.00 $ g5, 200.00 13 Furnish and Install New Water Valve Frame and Cover 19 EA $1 ,000.00 $ 19,000.00 pid - ! CITY OF SANTA ANA PROPOSAL FEDERAL PROJECT NO. CML-5063(183) CITY PROJECT NO. 18-6908 BRISTOL STREET PROTECTED BIKE LANES FROM EDINGER TO 1 sT ADDENDUM No. ONE Project 18-6908 Item Description Qty Unit Unit Price Amount 14 Landscaping 1 LS $62,600.00 $ 62,600.00 15 Irrigation 1 LS $142,500.00 $ 142, 500.00 16 1-Year Landscaping & Irrigation 1 LS $ $ Maintenance Period 12, 500.00 12, 500.00 17 Construction Sign 4 EA $ $ 2,000.00 8,000.00 18 Traffic Signal Modification per 4 EA $ $ Intersection 33,600.00 134, 400.00 19 2" PVC Conduit 200 LF $ 52.18 $ 10,436.00 20 No. 6 Pullbox 1 EA $ 678.00 $678.00 21 Type E Traffic Loop Detector 12 EA $ 365.00 $ 4, 380.00 22 Signing and Striping I LS $ $ 122, 829.00 122, 829.00 23 Bus Shelter and Miscellaneous 1 LS $ $ Furniture Relocation 14,500.00 14,500.00 24 Bus Island Railing 444 LF $ $ 160.00 71,040.00 25 Filterra System and Installation 1 EA $ $ (FT1307-LSI-DTL) 57, 000.00 57, 000.00 26 Crushed Miscellaneous Material — I,320* CY $ $ Fill* 35.00 46,200.00 27 Storm Water Pollution Prevention Plan I EA $ $ — Risk Level 2 15, 500.00 15, 500.00 TOTAL BASE BID $1,967,436.00 The lowest responsible bidder shall be selected based on the total base bid. The City reserves the right to award the Base Bid, and any, all, or none of the add -alternate bid items (if any). The quantity for this bid item is shown for bid comparison only. This bid item shall not be subject to the "25%" limit as stated in Section 3-2 of the Standard Specifications. The actual P�frP-1$ CITY OF SANTA ANA PROPOSAL FEDERAL PROJECT NO. CML-5063(183) CITY PROJECT NO. 18-6908 BRISTOL STREET PROTECTED BIKE LANES FROM EDINGER TO 1 sT TOTAL BASE BID $1 ,967,436.00 ADDENDUM No. ONE Project 18-6908 The lowest responsible bidder shall be selected based on the total base bid. The City reserves the right to award the Base Bid, and any, all, or none of the add -alternate bid items (if any). * The quantity for this bid item is shown for bid comparison only. This bid item shall not be subject to the " 25%" limit as stated in Section 3-2 of the Standard Specifications. The actual amount for this item will be dictated by the actual quantity used, and the Agency reserves the right to increase or decrease the quantity of this item accordingly. t This bid item is considered a Specialty Item per Section 2-3.2 of the Standard Specifications. TIME FOR COMPLETION OF IMPROVEMENTS AND LIQUIDATED DAMAGES The undersigned bidder hereby proposes to complete the Work for the total base bid amount shown above, within 75 working days after the commencement date stated in the Notice to Proceed. The liquidated damages amount, in lieu of the amount specified in Subsection 6-9 of the Standard Specifications, shall be $2,500 per calendar day. Name of Firm All American Asphalt Signature of BIDDER Title Edward J. Carlson, Vice President (If an individual, so state. If a firm or co -partnership, state the firm name and give the names of all individual co-partners composing the firm. If a corporation, state legal name of corporation, and names of President, Secretary, Treasurer and Manager, thereof.) Edward J. Carlson, Vice President Michael Farkas, Secretary Mark Luer, President CITY OF SANTA ANA PROPOSAL FEDERAL PROJECT NO. CML-5063(183) CITY PROJECT NO. 18-6908 BRISTOL STREET PROTECTED BIKE LANES FROM EDINGER TO 1IT BIDDER'S STATEMENT B BIDDER understands and agrees that this Bid Proposal, Contract Documents and subsequent Construction Contract Agreement shall constitute the entire agreement between BIDDER and the AGENCY only after it has been accepted by the City Council, endorsed by the Clerk of the Council with her signature and official seal noting hereon the action of approval of the Council, signed by the Public Works Agency Executive Director or his/her duly authorized agent, and signed by the City Attorney, denoting his approval of the form of this document, and its execution, and when it or an exact copy of it has been either delivered to BIDDER or deposited with the United States Postal Service properly addressed to the BIDDER with the correct postage affixed thereto. BIDDER further agrees that upon delivery (as defined above) of the accepted agreement he/she will furnish AGENCY all required bonds and certificate of liability insurance within ten (10) business days or the funds, check, draft, or BIDDERS bond substituted in lieu thereof accompanying this proposal shall become the property of the AGENCY and shall be considered as payment of damages due to the delay and other causes suffered by AGENCY because of the failure to furnish the necessary bonds and because it is distinctly agreed that the proof of damages actually suffered is difficult to ascertain; otherwise said funds, check, drafts, or BIDDER'S bond substituted in lieu thereof shall be returned to the undersigned. BIDDER understands that a bid is required for the entire work, the estimated quantities set forth in the bid schedule are solely for the purpose of comparing bids, and that final compensation under the contract will be based upon the actual quantities of work satisfactorily completed. The BIDDER also certifies that the bid is a balanced bid. In accordance with Section 7028.15 of the California Business and Professions Code, the undersigned certifies under penalty of perjury that the foregoing is true and correct. Name of Firm All American Asphalt Signature of BIDDER Title Edward J. Carlson, Vice President (If an individual, so state. If a firm or co -partnership, state the firm name and give the names of all individual co-partners composing the firm. If a corporation, state legal name of corporation, and names of President, Secretary, Treasurer and Manager, thereof.) All American Asphalt- Corporation Mark Luer, President Edward J. Carlson, Vice President Michael Farkas, Secretary ZO E P10 CITY OF SANTA ANA PROPOSAL FEDERAL PROJECT NO. CML-5063(183) CITY PROJECT NO. 18-6908 BRISTOL STREET PROTECTED BIKE LANES FROM EDINGER TO 1 sT CONTRACTOR'S LICENSING AND REGISTRATION STATEMENT The undersigned contractor, or corporate officer, declares under penalty of perjury that he/she and all his/her subcontractors are registered with the State of California Department of Industrial Relations (DIR), and that the following is true and correct. Contractor's Name: All American Asphalt Business Address: 400 E 6th Street, Corona, CA 92879 Business E-Mail Address: publicworks@allamericanasphalt.com Telephone: 951-736-7600 State Contractor's License No. and Class: 267073 Class: A, C-12 License Expiration Date: 1/31/2022 State Dept. of Industrial Relations (DIR) Registration No.: 1000001051 State Dept. of Industrial Relations (DIR) Registration Expiration Date: Signed: 6/30/2023 Title: Edward J. Carlson, Vice President �VCP�� CITY OF SANTA ANA PROPOSAL FEDERAL PROJECT NO. CML-5063(183) CITY PROJECT NO. 18-6908 BRISTOL STREET PROTECTED BIKE LANES FROM EDINGER TO 1ST PREVAILING WAGE COMPLIANCE AND MONITORING STATEMENT Contractor is aware of the requirements of California Labor Code Section 1720, et seq., as well as California Code of Regulations, Title 8, Section 16,000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. Since the services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and since the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. City shall provide Contractor with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Contractor shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the services available to interested parties upon request, and shall post copies at the Contractor's principal place of business and at the project site. Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. The undersigned certifies that the foregoing is true and correct. Name of Firm All American Asphalt Signature of BII Title Edward J. Carlson, Vice President (if an individual, so state) All American Asphalt- Corporation Mark Luer. President Edward J. Carlson, Vice President Michael Farkas, Secretary CITY OF SANTA ANA PROPOSAL FEDERAL PROJECT NO. CML-5063(183) CITY PROJECT NO. 18-6908 BRISTOL STREET PROTECTED BIKE LANES FROM EDINGER TO 1ST LIST OF SUB -CONTRACTORS Section 4100 et. seq. of the Public Contract Code requires listing of all subcontractors with the bid for all subcontract work exceeding the following amount: o Streets, highways including bridge projects: ''/z% of the bid or $10,000, whichever is greater o Buildings, parks, or other projects: ''/z% of the bid Section 1725.5 of the Public Contract Code requires all Subcontractors be registered with the State Department of Industrial Relations (DIR). BIDDER proposes to subcontract certain portions of the work to the firms listed below: Name Hardy Lanscape License 4/Exp. 905954 DIR Reg. #/Exp. 1000042805 Location Diamond Bar, CA Phone (909) 632-6052 Type Of Work Landscape & Irrigation Amount $ $170,000.00 Name Ace Fence Company License #/Exp. 996577 DIR Reg. #/Exp. 1000004092 License # 996577 Location La Puente, CA Phone (626) 333-0727 Type Of Work Raping Amount $ $70,596.00 Name Cal -Stripe License #/Exp. 685387 DIR Reg. #/Exp. 1000001100 License # 685387 Location Colton, CA Phone (909) 884-7170 Type Of Work Signing & Striping Amount $ $106,645.00 Signati.lSe of Bi der twv1 DicAvzoN, U lC)E Pat6imN 1 Name Califorina Professional Engineering License #/Exp. 793907 DIR Reg. #/Exp. 1000377609 Location La Puente, CA Phone (626) 810-1332 Type Of Work Electrical Amount $ $143,634.00 Name License #/Exp. DIR Reg. #/Exp License # _ Location _ Phone Type Of Work Amount $ License #/Exp. DIR Reg. #/Exp. License # _ Location _ Phone Type Of Work Amount $ 20843 CITY OF SANTA ANA PROPOSAL FEDERAL PROJECT NO. CML-5063(183) CITY PROJECT NO. 18-6908 BRISTOL STREET PROTECTED BIKE LANES FROM EDINGER TO 1 sT The following are the names, addresses, and telephone numbers for THREE public agencies for which the BIDDER has performed similar work within the past three years. 1. City of Simi Valley 2929 Tapo Canyon Rd. Simi Valley, CA. 93063 Name and Address of Owner. Sarah Sheshebor805-583-6792 Name and Telephone Number of person familiar with project. 6510,125.25 Street Rehabilitaiton 08/2019 Contract Amount Type of Work 2. County of Ventura 501 Poli Street Ventura, CA. 93001 Name and Address of owner. Christopher Solis 805-654-2054 Name and Telephone Number of person familiar with project. $3,191,808.95 Resurfacing Project Contract Amount Type of Work 3. City of Stanton 7800 Katella Avenue, Stanton CA. 90680 Name and Address of owner. Guillermo Perez 714-890-4202 Name and Telephone Number of person familiar with project. $1,206, 869.00 Contract Amount Date Completed 12/2019 Date Completed Street Resurfacing 12/2019 Type of Work Date Completed The following are the names, addresses, and telephone numbers of all brokers and sureties from whom BIDDER intends to procure insurance and bonds. Broker/ Surety: Fidelity and Deposit Company of Maryland 777 S. Figueroa St. #3900 Los Angeles, CA. 90017 213-270-0600 Agent: Millennium Corpoate Solutions- 5530 Trabuco Road Irvine, CA. 92620 (949) 857-4500 kq .. CS J CITY OF SANTA ANA PROPOSAL FEDERAL PROJECT NO. CML-5063(183) CITY PROJECT NO. 18-6908 BRISTOL STREET PROTECTED BIKE LANES FROM EDINGER TO 1 IT ADDITIONAL REFERENCES The following are the names, addresses, and telephone numbers for THREE public agencies for which the BIDDER or Subcontractor has performed similar work in the past five years. 1. City of Compton 205 S. Willowbrook Avenue, Compton CA. 90220 Name and Address of Owner. John Strictland (310)605-5505 Name and Telephone 0,019,100.00 Contract Amount of person tarmhar with project. Resurfacing Project Type of Work 11 /2019 2. City of San Clemente 910 Calle Negocio San Clemente, CA. 92673 Name and Address of owner. Date Completed Darra Koger (949)361-3138 Name and Telephone Number of person familiar with project. $384,055.00 Street Rehabilitaiton 1012019 Contract Amount Type of Work Date Completed City of South Gate 8650 California Ave South Gate CA 90280 Name and Address of owner. John Rico 323-563-9594 Name and Telephone Number of person familiar with project. $268,576.00 Driveway Project 09/2019 Contract Amount Type of Work Date Completed The following are the names, addresses, and telephone numbers of all brokers and sureties from whom BIDDER intends to procure insurance and bonds. Broker/ Surety: Fidelity and Deposit Company of Maryland 777 S. Figueroa St. #3900 Los Angeles, CA. 90017 213-270-0600 Agent: Millennium Corpoate Solutions- 5530 Trabuco Road Irvine, CA. 92620 (949) 857-4500 20EPI5 2019 PAST WORK REFERENCES City of Simi Valley 2929 Tapo Canyon Rd. Simi Valley, CA 93063 Contact: Sarah Sheshebor (805)583-6792 sshesheb(a)simivallev org County of Ventura 501 Poli Street Ventura, CA 93001 Contact: Christopher Solis (805) 654-2054 chris.solis(@ventura.org City of Stanton 7800 Katella Avenue Stanton, CA. 90680 Contact: Guillermo Perez (714) 890-4204 gpereze ci. stan ton. ca. u s City of Compton 205 S. Willowbrook Avenue Compton, CA. 90220 Contact: John Strictland (310) 605-5505 istrictlandecom oton city. om City of San Clemente 910 Calle Negocio San Clemente, CA. 92673 Contact: Darra Koger (949) 361-3138 kogerD(o)san-cemente. ora City of South Gate 8650 California Avenue South Gate, CA. 90280 Contact: John Rico (323) 563-9594 irico(cbsooate.orn Simi Valley Minor Street Rehabilitation Contract Amount: $510,124.25 Start Date: 07/2019 End Date: 08/2019 Yerba Buena Area Resurfacing Project Contract Amount: $3,919,808.95 Start Date: 06/2019 End Date: 12/2019 2019 Citywide Street Resurfacing Contract Amount: $1,206,869.00 Start Date: 10/2019 End Date: 12/2019 Road Repair Service (Pothole Repair) Contract Amount: $1,019,100.00 Start Date: 08/2019 End Date: 11/2019 Street Rehabilitation for S. Avenue LA Esperanza Contract Amount: $384,055.00 Start Date: 09/2019 End Date: 10/2019 Circle Park Driveway Project Contract Amount: $268,576.00 Start Date: 06/2019 End Date: 0912019 20E-16 2019 PAST WORK REFERENCES Pardee Homes Railroad Canyon Widening 1250 Corona Pointe Court, Ste. 600 Contract Amount: $5,062,746.00 Corona, CA. 92879 Start Date: 11/2018 Contact: Nick Lasher (951) 428-4442 End Time: 08/2019 nick.lasher ac pardeehomes.com City of Fontana Citrus Avenue Improvements 8353 Sierra Avenue Contract Amount: $502,730.00 Fontana, CA. 92335 Start Date: 08/2018 Contact: Kimberly Young (909) 350-7632 End Date: 10/2019 kyoung(a)fontana.org DR Horton Singlton Road 2280 Wardlow Circle Ste. 100 Contract Amount: $1,684,000.00 Corona, CA. 92880 Start Date: 0712018 Contact: Keith Alex (951) 830-5872 End Date: 1212019 kalex(a)drhorton.com Irvine Community Development Company Portola Springs PA-6 Enclave 5B Phasel, 2 550 Newport Center Dr. Ste. 550 B2 Contract Amount: $2,055,055.00 Newport Beach, CA. 92660 Start Date: 09/2018 Contact: Mike Morse (949) 720-2560 End Date: 12/2019 City of Downey FY 18/19 Slurry Seal Project 11111 Brookshire Avenue Contract Amount: $313,425.87 Downey, CA. 90241 Start Date: 0612019 Contact: Desi Gutierrez, (562) 904-7110 End Date: 12/2019 dg utierr(a-)downevca. om 20E-17 2019 PAST WORK REFERENCES City of Chino PO Box 667 Chino, CA. 91708 Contact: Dustin Postovoit (909) 334-3415 apostoyoit0Dcityofchino orq City of Lancaster 44933 Fern Avenue Lancaster, CA. 93534 Contact: Greg Wilson (661) 570-8003 gwilson (a)citvoflancaste rca. orq City of Colton 650 N. La Cadena Dr. Colton, CA. 92324 Contact: Victor Ortiz (909) 370-5099 vortizaa coltonca.gov City of Cathedral City 68700 Ave Lalo Guerrero Cathedral City, CA. 92234 Contact: John A. Corella (760) 770-0349 icoreIla(&cathedralcity gov City of San Clemente 910 Calle Negocio San Clemente, CA. 92673 Contact: Gary Voborsky (949) 361-6132 voborskvq(a)san-clem ente. orq Slurry Seal Maintenance Work Contract Amount: $372,805.00 Start Date: 1/2019 End Date: 1212019 2018 Pavement Management Program Contract Amount: $2.720,103.65 Start Date: 3/2019 End Date: 12/2019 FY 18-19 Asphalt Paving Project Contract Amount: $1,377,700.00 Start Date: 3/2019 End Date: 11/2019 Ortega Road Widening Contract Amount: $459,998.00 Start Date: 2/2019 End Date: 12/2019 Arterial Street Pavement Maintenance Contract Amount: $1,187,187.00 Start Date: 3/2019 End Date: 7/2019 20E-18 "2018" PAST WORK REFERENCES City of Moreno Valley Alessandro Blvd. Street Improvements at 14177 Frederick St. Chogall Court and Graham Street P.O. Box 88005 Contract Amount: $445,821.50 Moreno Valley, CA92552 Start:05/2018 Contact: Henry Ngo, P.E., (951)413-3106 Complete: 11/2018 henryn(@moval.or City of Aliso Viejo Aliso Creek and Road Rehab 12 Journey Street Ste #100 Contract Amount: $657,770.00 Aliso Viejo, CA 92656 Start: 05/2018 Contact: Mari Shakir, (949)425-2556 Complete: 10/2018 Mshakir@citvofalisovieio.com City of Jurupa Valley Van Buren Blvd. Pavement Rehab: PH2 8304 Limonite Avenue Suite M Contract Amount: $781,845.00 Jurupa Valley, CA 92509 Start: 08/2018 Contact: Chase Keys, (951)332-6464 Complete: 09/2018 ckeys@ourupavalley.org City of Irwindale rcorpis@irwindaleCA.gov 5050 N. Irwindale Avenue Irwindale 2017-2018 Resurfacing Project Irwindale, CA 91706 Contract Amount: $285,503.10 Contact: Richard Corpis, (626)430-2200 Start: 07/2018 Complete: 08/2018 20E-19 ®`201 " PAST WORK REFERENCES County of Los Angeles Pine Canyon Road P.O. Box 7508 Contract Amount: $3,288,999.00 Alhambra, CA 91802 Start: 06/2018 Contact: Hoda Hassan, (626)458-3144 Complete: 11/2018 HHASSAN @dow.lacounty.eov City of Rolling Hills Estates 2017-18 Street Resurfacing Project 4045 Palos Verdes Drive Contract Amount: $1,203,292.50 Rolling Hills Estates, CA 90274 Start: 03/2018 Contact: Scott Gibson (909)210-0548 Finish: 09/2018 sgibson@hrereen.com City of Huntington Beach Heil and Main Street 2000 Main Street Contract Amount: $2,285,562.00 Huntington Beach, CA 92648 Start: 11/2017 Contact: Jim Escutia (714)536-5525 Finish: 06/2018 iescutia@surfcity-hb.org City of Fontana Valley Blvd. Median Improvement Project 8353 Sierra Avenue Contract Amount: $164,715.00 Fontana, CA 92335 Start: 03/2018 Contact: Jazmine Pena (909) 350-6648 Finish: 05/2018 Ipena@fontana.ore 20E-20 "2 01 " PAST WORK REFERENCES City of Lake Forest 25550 Commercentre Drive Lake Forest, CA 92630 Contact: Taylor Abernathy,(949)461-3490 tabernathydDlakeforestca.go City of La Quinta 74-495 Calle Tampico La Quinta, CA 92253 Contact: Ubaldo Ayon Jr., (760)777-7051 uavon@la-ouinta.ore City of Canyon Lake 31516 Railroad Canyon Road Canyon Lake, CA 92587 Contact: Kenneth Bailey, (951)244-2955 kennethbailev(@caaprofessionals.com City of Newport Beach 100 Civic Center Drive Newport Beach, CA 92660 Contact: Alfred Castanon, (949) 644-3314 ACastanon@newportbeachca.gov Bake Parkway at Trabuco Road Contract Amount: $121,621.00 Start: 02/2018 Finish: 06/2018 FY 16-17 Phase 2 Desert Club Contract amount: $697,474.76 Start date: 06/2017 Finish date 12/2017 Slurry Seal FY 2017-2018 Railroad Canyon/ Canyon Lake Drive Contract amount: $263,241.63 Start date: 03/2018 Finish date: 12/2018 West Coast Highway Landscape Improvements, Phase 1, Contract No. 7189-1 Contract amount: $604,284.50 Start date: 06/2018 Finish date: 11/2019 20E-21 112018" PAST WORK REFERENCES Town of Apple Valley 14955 Dale Evans Parkway Apple Valley, CA 92307 Contact: Rich Berger, (760)240-7000 ext 7530 rbergeriyapplevalley.ora City of Indian Wells 44-950 Eldorado Drive Indian Wells, CA 92210 Contact: Ken A. Seumalo, P.E., (760)346-2489, kseumaloCo)lndianWells.com Navajo Road Rehabilitation Contract amount: $849,182.00 Start date: 07/2017 Finish date: 12/2017 Cook Street Rubberized Pavement Overlay Contract amount: $599,599.59 Start date: 05/2018 Finish date: 12/2018 20E-22 «2017" PAST WORK REFERENCES City of Rancho Cucamonga Base Line Rd. Pavement Rehab. 10500 Civic Center Drive Contract Amount: $1,130,470 Rancho Cucamonga, CA 91730 Start: 05/2017 Contact: Romeo David, (909)477-2740 Completed: 07/2017 Romeo. David cityofrc.us City Of Temecula Margarita Road Pavement 41000 Main Street Rehab Temecula, CA 92590 Contract Amount: $2,577,770 Contact: William Becerra, (951)694-6444 Start: 05/2017 Will.becerra@temecula.gov Completed: 11/2017 Town Of Apple Valley Navajo Road Rehabilitation 14955 Dale Evans Pkwy Contract Amount: $849,182 Apple Valley, CA 92307 Start: 08/2017 Contact: Rich Berger, (760)240-7000 Completed: 11/2017 rberger@applevalley.org City Of Victorville Water Warehouse #1 Paving 14343 Civic Dr. Project Victorville, CA 92392 Contract Amount: $251,008 Contact: Carlos Seanez, (760)955-5162 Start Date: 04/2017 cseanez@victorvilleca.gov Completed: 06/2017 City Of Santee Citywide Slurry Seal & Roadway 10601 Magnolia Ave Building 4 Maintenance 2017 Santee, CA 92071 Contract Amount: $285,061.90 Contact: Toby M. Espinola, P.E., (619)258-4100 Start: 06/2017 tobyespinola cityofsanteeca.gov Completed:10/2017 20E-23 City Of Yucaipa 2015-2016 Micro -Surfacing 34272 Yucaipa Blvd. Program Project No.11043 Yucaipa, CA 92399 Contract Amount: $252,379.06 Contact: John Larose, (909)797-2489 Start: 07/2017 jlarose@yucaipa.org Completed: 08/2017 City Of West Covina Residential Street Rehabilitation Eclipse Way & Jennifer PI SP 17038 West Covina, CA 91792 Contract Amount: $469,960.70 Contact: Hany Demitri, (626)939-8445 Start: 05/01/17 Hany.Demitri@westcovina.gov Completed: 06/09/2017 City Of Highland 2015-16 CDBG Streets Pavement McKinley Ave & 91h St Improvements San Bernardino, CA 92410 Contract Amount: $823,389.68 Contact Name: Carlos Zamano, (909)864-8732 Start: 06/05/17 czamano@cityofhighland.org Completed: 10/13/17 County Of Riverside Gilman Springs 2950 Washington Street Contract Amount: $1,662,671.20 Riverside, CA 92504 Start: 11/2016 Contact Name: Justin Robbins, (951)955-6885 Completed: 08/2017 JROBBINS@rctlma.org City Of Palm Springs Taxiway J Rehabilitation 3400 E. Tahquitz Cyn Way Ste 1 Contract Amount: $291,482.99 Palm Springs, CA 92262 Start: 09/2017 Contact Name: Robert Denning, (541)324-7321 Completed: 10/2017 Robert,denning@aecom.com 20E-24 County Of Orange P.O. Box 4048 Santa Ana, CA 27074 Contact Name: Rick Cathay, (949)252-5171 RCathey@ocair.com Pavement Maintenance and Repair Contract Amount: $3,115,000.00 Start: 08/2016 Completed: 12/2017 City Of Anaheim Santa Ana Streets from Claudia to 200 S. Anaheim Blvd. Claudia Anaheim, CA 92805 Contract Amount: $589,270.00 Contact Name: Bob Palaeologus, (562)879-3602 Start: 06/2016 rpalaeologus@simplusmanagement.com Completed:12/2017 20E-25 PASTWORK REVERENCES 7 City of Perris 1 d.1 14, pS.tct Perris; CA 9257.0 .Gofttgg-,B.rad Brbphy,'(95 I-)N3,6504 3d.0 Palos Verdes.''pnve West Contact; Ken RuVaiitugaj:(310)378=030 Citypmew--,6m 'Ne'M-pat I�eabli fCA 92660 po ContaO:Ajfrcd Castanon, (.949)64.4-3114 N, , �y . of NewpqrOhaqll 100: civio & I HVef 11b;ive Qj5h.tka-.,F.ri,i, I ra . Tr A940)444,3W Cityof,Aliso Viejo 12 Jooiliq suite t 00 AllsOvi P, CA 92 6- 5fi Coda& Cris Tanlip, (949)425-253 1 4"' 8tfedt inlPfovenlent PrP)'Ppt Corifra'c'j Aib,.bu.4j- $545,6A 80 . - I Staft bate: te'. 03 . Y201 16 Qq : rnpld, . ti . d: 07%2016 0 IFY 15-16 St. RCstlrNCii,g &,$],U" sefft pfdject Contract Amount: $876,45500 Completed; 0612016 Corona net Mar Etitq Improvement s Contract Ax!OuWw,$07,40:60 Start'Date: 02/2016 Cameo Shores Pavement R. eGonstruGli'on Contract. Amount, $3,363,363.00 Stan bate 66/2616 ' &oil-lpictc d. I I ifiol Pacific'Park Reh6b,chase to 73 Fwy Cqiitcap,t Arp, 6a3.00 Star�t Date,,10/2016 Qqruplebe-& 12/2016 20E-26 AAST !,E WORM R- F9R)EXCES 44 Conta C FIeeelwil Kxon,Q 10 S49,2980 C, 0 p4p Olt ContHctc'-Hume Nguyen 4 1 43,52 SOWS. vidotI6 we 9 oclntra�-A AMOUnt �- 2 '5.�9 .1 3 ,3t9t; 412 1 4 Completed Flor.8n.ce,Ava c6niNirt Amount- S . 9. 6 0.60c).-Go S.Cacu 4/26 15" Completed: f0/2-j015 -P - avemerfM"urfa.d.ing, Phaell C., 4tt Am owit- $2,401 70-00 Start: 4/2015 ICOIIIPIeLcd- 1( . V20,15 11 B6nitb Sfr&,et MbhtdWr- C-A-9176 gEart.;:4/2Q75. 00 Stanton (909,).095 -9444 ortatfori ConinA 4695h,m,n:8t,4 f ell­�� P)vor 00mm0t;-M;07b 4,06 .. 4 32 Completed .7>2015 City 6f'Rivepq!d6 Riverside, CAA92,50-1 opntat Stevc..Ftoward, (9.5.1) 826.-5705 1-01 Beach Unified Sohool District4o�gl Mti , r'h a t S, , trcpt fg)3 toeho'l, CA, 9205 Contact: Nancy Chinchilla, (562) 074519 41i5 i�ftpr�jal Streets U., . '.1, - V..., -b - mount- $1 6SUMbb ,Sjlgrt:4,1201 5 doqe�d . c , , -..Ple.L, �:9/2015 Garfield Elementtiry ScFio.al Pavement Contract Amount: 0,06,5681.00 -Sturr 6120I5 Completed; 1112015 20E-2,7 CITY OF SANTA ANA PROPOSAL FEDERAL PROJECT NO. CML-5063(183) CITY PROJECT NO. 18-6908 BRISTOL STREET PROTECTED BIKE LANES FROM EDINGER TO 1ST NON-DISCRIMINATION CERTIFICATE The undersigned contractor or corporate officer, during the performance of this contract, certifies as follows: The Contractor shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Contractor shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without, regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. 2. The Contractor shall, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. 3. The Contractor shall send to each labor union or representative of workers with which he/she has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representa&yes of the Contractor's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4. The Contractor shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. 5. The Contractor shall furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his/her books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation, to ascertain compliance with such rules, regulations, and orders. 6. In the event of the Contractor's non-compliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, the contract may be canceled, terminated, or suspended in whole or in part and the Contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Execution Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulations, or order of the Secretary of Labor, or as otherwise provided by law. 2 6 5Pe98 CITY OF SANTA ANA PROPOSAL FEDERAL PROJECT NO. CML-5063(183) CITY PROJECT NO. 18-6908 BRISTOL STREET PROTECTED BIKE LANES FROM EDINGER TO IST The Contractor shall include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontract or purchase order as the administering agency may direct as means of enforcing such provisions, including sanctions for noncompliance; provided, however, that in the event the Contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency, the Contractor may request that the United States enter into such litigation to protect the interests of the United States. Pursuant to California Labor Code Section 1735, as added by Chapter 643 Stats. 1939, and as amended, no discrimination shall be made in the employment of persons upon public works because of race, religious creed, color, national origin, ancestry, physical handicaps, mental condition, marital status, or sex of such persons, except as provided in Section 1420, and any contractor of public works violating this Section is subject to all the penalties imposed for a violation of the Chapter. Signed: /, /l Title: Edward J. Carlson, Vice President Firm: All American Asphalt Date: 11 / 31 ZG Z c' f CITY OF SANTA ANA PROPOSAL FEDERAL PROJECT NO. CML-5063(183) CITY PROJECT NO. 18-6908 BRISTOL STREET PROTECTED BIKE LANES FROM EDINGER TO lsT STATEMENT REGARDING APPRENTICESHIP REQUIREMENTS The undersigned BIDDER is familiar with the requirements of Section 1777.5 of the State Labor Code regarding employment of apprentices, and understands that contractors on contracts exceeding $30,000 or 20 working days shall: 1. Apply to the joint apprenticeship committee administering the apprenticeship standards of the craft or trade in the area of the site of the public work for a certificate approving the contractor under the apprenticeship standards for the employment and training of apprentices in the area or industry affected. 2. Employ the number of apprentices or the ratio of apprentices to journeymen stipulated in the apprenticeship standards. 3. Contribute to the fund or funds in each craft or trade in which he/she employs journeymen or apprentices on the public work, in the same amount or upon the same basis and in the same manner as the other contractors, except contractors not signatory to the trust agreement shall pay a like amount to the California Apprenticeship Council. Signed: Title: Edward J. Carlson, Vice President Firm: All American Date: 1 /13/%ZZG R.' CITY OF SANTA ANA PROPOSAL FEDERAL PROJECT NO. CML-5063(183) CITY PROJECT NO. 18-6908 BRISTOL STREET PROTECTED BIKE LANES FROM EDINGER TO 1ST STATEMENT REGARDING "ANTI -KICKBACK" REQUIREMENTS The undersigned is submitting this proposal for performing by contract the work required by these bid documents, agrees to comply with the Copeland "Anti -Kickback" Act (18 USC 74) as supplemented in the Department of Labor regulations (29 CFR, Part 3). This act provides that each contractor or subcontractor shall be prohibited from inducing, by any means, any person employed in the construction or repair of public work, to give up any part of the compensation to which he/she is otherwise entitled. Signed: Title: Edward J. Carlson, Vice President Firm: All American Asphalt Date: 11 j�ZG2G Ntfll CITY OF SANTA ANA PROPOSAL FEDERAL PROJECT NO. CML-5063(183) CITY PROJECT NO. 18-6908 BRISTOL STREET PROTECTED BIKE LANES FROM EDINGER TO ]IT PUBLIC CONTRACT CODE SECTION 10162 QUESTIONNAIRE In conformance with Public Contract Code Section 10162, the BIDDER shall complete, under penalty of perjury, the following questionnaire: Has the BIDDER, any officer of the BIDDER, or any employee of the BIDDER who has a proprietary interest in the BIDDER, ever been disqualified, removed, or otherwise prevented from bidding on, or completing a federal, state, or local government project because of a violation of law or a safety regulation? Yes No X If the answer is yes, explain the circumstances in the following space N/A CITY OF SANTA ANA PROPOSAL FEDERAL PROJECT NO. CML-5063(183) CITY PROJECT NO. 18-6908 BRISTOL STREET PROTECTED BIKE LANES FROM EDINGER TO I sT STATEMENT REGARDING COMMUNITY WORKFORCE AGREEMENT (CWA) REQUIREMENTS This is to certify that the undersigned BIDDER, and subcontractors, have read and understood the CWA entered into by and between the City of Santa Ana, the Los Angeles/Orange Counties Building and Construction Trades Council, and the signatory Craft Councils and Local Unions, effective as of September 1, 2017. The CWA is available at: http://www.santa-ana.or2/pwa/documents/CWA.pd The undersigned BIDDER hereby agrees to comply with all terms and conditions of the CWA, and is capable of completing construction of the project continuously, and without interruptions or delays. If awarded any work covered by the CWA, BIDDER will also be required to sign the Letter of Assent that appears as Attachment A to the CWA. The undersigned BIDDER has reviewed the Public Works Construction Permit and required deposit described in Section 7-5a and the Notice of inviting Bids. Signed: �i.�/�.✓�� Title: Edward J. Carlson. Vice President Firm: All American Asphalt Date: 111117020 208*3 CITY OF SANTA ANA APPENDIX H FEDERAL PROJECT NO. CML-5063(183) CITY PROJECT NO. 18-6908 BRISTOL STREET PROTECTED BIKE LANES FROM EDINGER TO IST FEDERAL REQUIREMENTS 20E-34 Local Assistance Procedures Manual Exhibit 12-H Sample Bid EQUAL EMPLOYMENT OPPORTUNITY CERTIFICATION The bidder All American Asphalt , proposed subcontractor hereby certifies that he has X , has not _, participated in a previous contract or subcontract subject to the equal opportunity clauses, as required by Executive Orders 10925, 11114, or 11246, and that, where required, he has filed with the Joint Reporting Committee, the Director of the Office of Federal Contract Compliance, a Federal Government contracting or administering agency, or the former President's Committee on Equal Employment Opportunity, all reports due under the applicable filling requirements. Note: The above certification is required by the Equal Employment Opportunity Regulations of the Secretary of Labor (41 CFR 60-1.7(b) (1)), and must be submitted by bidders and proposed subcontractors only in connection with contracts and subcontracts which are subject to the equal opportunity clause. Contracts and subcontracts which are exempt from the equal opportunity clause are set forth in 41 CFR 60-1.5. (Generally only contracts or subcontracts of $10,000 or under are exempt.) Currently, Standard Form 100 (EEO-1) is the only report required by the Executive Orders or their implementing regulations. Proposed prime contractors and subcontractors who have participated in a previous contract or subcontract subject to the Executive Orders and have not filed the required reports should note that 41 CFR 60-1.7(b) (1) prevents the award of contracts and subcontracts unless such contractor submits a report covering the delinquent period or such other period specified by the Federal Highway Administration or by the Director, Office of Federal Contract Compliance, U.S. Department of Labor. LFF 18-Ul 20E-35 Page 6 of 22 January2019 ALL AMERICAN ASPHALT ALL AMERICAN AGGREGATES ALLAMERICAI�T T229,CO ON CA9(-739-2229 CO. BOX 2229, CORONA. CA 9287R-2229 ASPHALT CONTRACTORS LiCNsE #267073 A,C12 AN EQUAL OPPORTUNTTY EMPLOYER DIR#1000001051 EEO ---AFFIRMATIVE ACTION -PROGRAM - BASIC POLICY TO ALL AMERICAN ASPHALT PERSONNEL IT IS THE STATED POLICY OF ALL AMERICAN ASPHALT THAT ALL EMPLOYEES AND APPLICANTS SHALL RECEIVE EQUAL CONSIDERATION AND TREATMENT, ALL RECRUITMENT, HIRING, PLACEMENT, TRANSFER AND PROMOTIONS WILL BE ON THE BASIS OF QUALIFICATIONS OF THE INDIVIDUAL FOR THE POSITION BEING FILLED WITHOUT REGARD TO RACE, RELIGION, COLOR, NATIONAL ORIGIN, AGE, SEX OR PHYSICAL HANDICAP. ALL OTHER PERSONNEL ACTIONS, SUCH AS COMPENSATION, BENEFITS, LAYOFFS, RETURN FROM'LAYOFF, TERMINATION'S, TRAINING AND SOCIAL AND RECREATIONAL PROGRAMS ARE ADMINISTERED WITHOUT REGARD TO RACE, RELIGION, COLOR, NATIONAL ORIGIN, AGE, SEX,SEXUAL ORIENTATION, MARITAL STATUS, NATIONAL ORIGIN, ANCESTRY, DISABILITY (MENTAL AND PHYSICAL, INCLUDING HIV AND AIDS), MEDICAL CONDITION (CANCER AND GENETIC CHARACTERISTICS), AND/OR AGE (40 AND OVER). EQUAL OPPORTUNITY IS A -CONTINUING EFFORT AND REQUIRES THE FULL SUPPORT OF ALL OF US TO ENSURE THE DEVELOPMENT OF OUR MINORITY AND FEMALE EMPLOYEES. EACH POSSIBILITY TO HIRE OR PROMOTE SHOULD BE VIEWED AS AN OPPORTUNITY TOWARD.OUR GOAL OF A FULLER UTILIZATION OF OUR MINORITY AND FEMALE EMPLOYEES. EACH MANAGER WILL COMMUNICATE TO EMPLOYEES THAT OUR COMMITMENT TO AN AFFIRMATIVE ACTION PROGRAM IS REAL, IS SUPPORTED BY OUR COMPANY, AND HAS A HIGH PRIORITY. WE ENCOURAGE ALL OF OUR EMPLYEES TO PARTICIPATE IN THIS EFFORT BY ENCOURAGING MINORITIES AND FEMALES TO APPLY FOR EMPLOYMENT AND TO SEEK PROMOTIONS, FOR ASSISTANCE IN THE EQUAL OPPORTUNITY PROGRAM, MANAGERS AND EMPLOYEES SHOULD CONTACT MARK LUER, EEO COORDINATOR. HE HAS THE SPECIFIC RESPONSIBILITIES TO MONITOR AND ASSESS THE PROGRESS FOR OUR EQUAL EMPLOYMENT OPPORTUNITY AND AFFIRMATIVE ACTION PROGRAMS. MARK LUER President February 13, 2015 20E-36 Local .Assistance Procedures Manual PUBLIC CONTRACT CODE PUBLIC CONTRACT CODE SECTION 10285.1 STATEMENT Exhibit 12-H Sample Bid In conformance with Public Contract Code Section 10285.1 (Chapter 376, Stats. 1985), the bidder hereby declares under penalty of perjury under the laws of the State of California that the bidder has _ , has not been convicted within the preceding three years of any offenses referred to in that section, including any charge of fraud, bribery, collusion, conspiracy, or any other act in violation of any state or Federal antitrust law in connection with the bidding upon, award of, or performance of, any public works contract, as defined in Public Contract Code Section 1101, with any public entity, as defined in Public Contract Code Section 1100, including the Regents of the University of California or the Trustees of the California State University. The term "bidder" is understood to include any partner, member, officer, director, responsible managing officer, or responsible managing employee thereof, as referred to in Section 10285.1. Note: The bidder must place a checkmark after "has" or "has not" in one of the blank spaces provided, The above Statement is part of the Proposal. Signing this Proposal on the signature portion thereof shall also constitute signature of this Statement. Bidders are cautioned that making a false certification may subject the certifier to criminal prosecution. PUBLIC CONTRACT CODE SECTION 10162 QUESTIONNAIRE In conformance with Public Contract Code Section 10162, the Bidder shall complete, under penalty of perjury, the following questionnaire: Has the bidder, any officer of the bidder, or any employee of the bidder who has a proprietary interest in the bidder, ever been disqualified, removed, or otherwise prevented from bidding on, or completing a federal, state, or local government project because of a violation of law or a safety regulation? Yes _ No If the answer is yes, explain the circumstances in the following space. NI ft LPP 18-01 20E-37 Page 7 of 22 January 2019 Local Assistance Procedures Manual PUBLIC CONTRACT CODE 10232 STATEMENT Exhibit 12-H Sample Bid In conformance with Public Contract Code Section 10232, the Contractor, hereby states under penalty of perjury, that no more than one final unappealable finding of contempt of court by a federal court has been issued against the Contractor within the immediately preceding two-year period because of the Contractor's failure to comply with an order of a federal court which orders the Contractor to comply with an order of the National Labor Relations Board. Note: The above Statement and Questionnaire are part of the Proposal. Signing this Proposal on the signature portion thereof shall also constitute signature of this Statement and Questionnaire. Bidders are cautioned that making a false certification may subject the certifier to criminal prosecution. LPP 18-01 20E-38 Page 8 of 22 January 2019 Local Assistance Procedures Manual Exhibit 12-H Semole Bid Noncollusion Affidavit (Title 23 United States Code Section 112 and Public Contract Code Section 7106) Riverside To the CITY / COUNTY of DEPARTMENT OF PUBLIC WORKS. In conformance with Title 23 United States Code Section 112 and Public Contract Code 7106 the bidder declares that the bid is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the bid is genuine and not collusive or sham; that the bidder has not directly or indirectly induced or solicited any other bidder to put in a false or sham bid, and has not directly or indirectly colluded, conspired, connived, or agreed with any bidder or anyone else to put in a sham bid, or that anyone shall refrain from bidding; that the bidder has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the bidder or any other bidder, or to fix any overhead, profit, or cost element of the bid price, or of that of any other bidder, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the bid are true; and, further, that the bidder has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid. Note: The above Non -collusion Affidavit is part of the Proposal. 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. LPP 18-01 20E-39 Page 9 of 22 January 2019 Local Assistance Procedures Manual Exhibit 12-H Sample Bid DEBARMENT AND SUSPENSION CERTIFICATION TITLE 49, CODE OF FEDERAL REGULATIONS, PART 29 The bidder, under penalty of perjury, certifies that, except as noted below, he/she or any other person associated therewith in the capacity of owner, partner, director, officer, manager: is not currently under suspension, debarment, voluntary exclusion, or determination of ineligibility by any Federal agency; • has not been suspended, debarred, voluntarily excluded or determined ineligible by any Federal agency within the past 3 years; does not have a proposed debarment pending; and • has not been indicted, convicted, or had a civil judgment rendered against it by a court of competent jurisdiction in any matter involving fraud or official misconduct within the past 3 years. If there are any exceptions to this certification, insert the exceptions in the following space. N/A Exceptions will not necessarily result in denial of award, but will be considered in determining bidder responsibility. For any exception noted above, indicate below to whom it applies, initiating agency, and dates of action. Notes: Providing false information may result in criminal prosecution or administrative sanctions. The above certification is part of the Proposal. Signing this Proposal on the signature portion thereof shall also constitute signature of this Certification. LPP 18-01 20E-40 Page 10 of 22 January 2019 Local Assistance Procedures Manual Exhibit 12-H NONLOBBYING CERTIFICATION FOR FEDERAL -AID CONTRACTS Sample Bid The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: (1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement- (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure of Lobbying Activities," in conformance with its instructions. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier subcontracts, which exceed $100,000 and that all such subrecipients shall certify and disclose accordingly. LPP 18-01 20E-41 Page 11 of 22 January 2019 Local Assistance Procedures Manual Exhibit 12-H SamDle Bid DISCLOSURE OF LOBBYING ACTIVITIES 1. Type of Federal Action: 2. Status of Federal Action: 3. Report Type: rIa. contract a. bid/offer/application a. initial b. grant b. initial award b. material change c, cooperative agreement c. post -award d. loan e. loan guarantee f. loan insurance 4. Name and Address of Reporting Entity Prime ❑ Subawardee Tier , if known Congressional District, if known 6. Federal Department/Agency: 8. Federal Action Number, if known: 10. a. Name and Address of Lobby Entity (If individual, last name, first name, MI) For Material Change C year_ quarter date of last report 5. If Reporting Entity in No. 4 is Subaw di Enter Name and Address of Prime - Congressional Congressional Distri if known 7. Federal Yroaram ame/Descrin CFDA No /?6er, if applicable 9. Award mount, if known: Individuals Performing Services (including address if different from No. 10a) (last name, first name, MI) (attach C tinuation Sheet(s) if necessary) 11. Amount of Payment (check all that ply) 13. Type of Payment (check all that apply) $ actual planned a. retainer b. one-time fee 12. Form of Payment (check al at apply): C. commission Ba. cash d, contingent fee b. in -kind; spe y: nature a deferred value f other, specify 14. Brief Descriptio of Services Performed or to be performed and Date(s) of Service, including officer(s), cm yee(s), or member(s) contacted, for Payment Indicated in Item 11: (attach Continuation Sheet(s) if necessary) /16.�- oation Sheet(s) attached: Yes No n requested through this form is authorized in �aspla. tion 1352. This disclosure of lobbying Signature: as placed by the tier above when his transaction a ii was made or entered into. This disclosure is required Print Name: Edward J. Carlson pursuant to 31 U.S.C. 1352. This information will be reported to Congress semiannually and will be available for Vice President public inspection. Any person who fails to file the required Title: disclosure shall be subjectto a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. Telephone No.: 951-736-7600 Date: I Federal Use LPP 18-01 20E-42 Authorized for Local Reproduction Standard Form - LLL Page 12 of 22 January2019 Local Assistance Procedures Manual Exhibit 12-H Sample Bid INSTRUCTIONS FOR COMPLETION OF SF-LLL, DISCLOSURE OF LOBBYING ACTIVITIES This disclosure form shall be completed by the reporting entity, whether subawardee or prime Federal recipient, at the initiation or receipt of covered Federal action or a material change to previous filing pursuant to title 31 U.S.C. section 1352. The filing of a form is required for such payment or agreement to make payment to lobbying entity for influencing or attempting to influence an officer or employee of any agency, a Member of Congress an officer or employee of Congress or an employee of a Member of Congress in connection with a covered Federal action. Attach a continuation sheet for additional information if the space on the form is inadequate. Complete all items that apply for both the initial filing and material change report. Refer to the implementing guidance published by the Office of Management and Budget for additional information. I. Identify the type of covered Federal action for which lobbying activity is and/or has been secured to influence, the outcome of a covered Federal action. 2. Identify the status of the covered Federal action. 3. Identify the appropriate classification of this report. If this is a follow-up report caused by a material change to the information previously reported, enter the year and quarter in which the change occurred. Enter the date of the last, previously submitted report by this reporting entity for this covered Federal action. 4. Enter the full name, address, city, state and zip code of the reporting entity. Include Congressional District if known. Check the appropriate classification of the reporting entity that designates if it is or expects to be a prime or subaward recipient. Identify the tier of the subawardee, e.g., the first subawardee of the prime is the first tier. Subawards include but are not limited to subcontracts, subgrants and contract awards under grants. 5. If the organization filing the report in Item 4 checks "Subawardee" then enter the full name, address, city, state and zip code of the prime Federal recipient. Include Congressional District, if known. 6. Enter the name of the Federal agency making the award or loan commitment. Include at least one organization level below agency name, if known. For example, Department of Transportation, United States Coast Guard. 7. Enter the Federal program name or description for the covered Federal action (item 1). If known, enter the full Catalog of Federal Domestic Assistance (CFDA) number for grants, cooperative agreements, loans and loan commitments. 8. Enter the most appropriate Federal identifying number available for the Federal action identification in item 1 (e.g., Request for Proposal (RFP) number, Invitation for Bid (IFB) number, grant announcement number, the contract grant, or loan award number, the application/proposal control number assigned by the Federal agency). Include prefixes, e.g., "RFP-DE-90-001." 9. For a covered Federal action where there has been an award or loan commitment by the Federal agency, enter the Federal amount of the award/loan commitments for the prime entity identified in item 4 or 5. 10. (a) Enter the full name, address, city, state and zip code of the lobbying entity engaged by the reporting entity identified in item 4 to influenced the covered Federal action. (b) Enter the full names of the individual(s) performing services and include full address if different from 10 (a). Enter Last Name, First Name and Middle Initial (MI). It. Enter the amount of compensation paid or reasonably expected to be paid by the reporting entity (item 4) to the lobbying entity (item 10). Indicate whether the payment has been made (actual) or will be made (planned). Check all boxes that apply. If this is a material change report, enter the cumulative amount of payment made or planned to be made. 12. Check the appropriate box. Check all boxes that apply. If payment is made through an in -kind contribution, specify the nature and value of the in -kind payment. 13. Check the appropriate box. Check all boxes that apply. If other, specify nature. 14. Provide a specific and detailed description of the services that the lobbyist has performed or wil I be expected to perform and the date(s) of any services rendered. Include all preparatory and related activity not just time spent in actual contact with Federal officials. Identify the Federal officer(s) or employee(s) contacted or the officer(s) employee(s) or Member(s) of Congress that were contacted. 15, Check whether or not a continuation sheet(s) is attached. 16, The certifying official shall sign and date the form, print his/her name title and telephone number. Public reporting burden for this collection of information is estimated to average 30 minutes per response, including time for reviewing instruction, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. Send comments regarding the burden estimate or any other aspect of this collection of information, including suggestions for reducing this burden, to the Office of Management and Budget, Paperwork Reduction Project (0348-0046), Washington, D.C. 20503. SF-LLL-Inewdions Rev.06-04.90ttENDIFX LPP 18-01 Page 13 of 22 Januarv2019 20E-43 Local Assistance Procedures Manual Accompanying this proposal is Bidder's Bond (NOTICE: INSERT THE WORDS"CASH($ 10% BidI,, ,,SHIERS CHECK," "CERTIFIED CHECK. "OR "BIDDERS BOND, "AS THE CASE MAY BE) in amount equal to at least ten percent of the total of the bid. The names of all persons interested in the foregoing proposal as principals are as follows: Exhibit 12-H Sample Bid IMPORTANT NOTICE: If bidder or other interested person is a corporation, state legal name of corporation, also names of the president, secretary, treasurer, and manager thereof ifa copartnership, state true name offirm, also names of all individual copartners composing firm; if bidder or other interested person is an individual, state first and last names in full. Licensed in conformance with an act providing for the registration of Contractors, License No. 267073 A, C-12 ADDENDA This Proposal is submitted with respect to the changes to the contract included in addenda number/s (Fill in addenda numbers if addenda have been received and insert, in this Proposal, any Engineer's Estimate sheets that were received as part of the addenda.) By my signature on this proposal I certify, under penalty of perjury under the laws of the State of California, that the foregoing questionnaire and statements of Public Contract Code Sections 10162, 10232 and 10285.1 are true and correct and that the bidder has complied with the requirements of Section 8103 of the Fair Employment and Housing Commission Regulations (Chapter 5, Title 2 of the California Administrative Code). By my signature on this proposal I further certify, under penalty of perjury under the laws of the State of California and the United States of America, that the Noncollusion Affidavit required by Title 23 United States Code, Section 112 and Public Contract Code Section 7106; and the Title 49 Code of Federal Regulations, Part 29 Debarment and Suspension Certification are true and correct. LPP 18-01 Date: I I 1 3 /0070 Sign Here 6DI�li`I�-�3.U9'QISOtJ (�Title )U IG� PI��IO�NT Signature and Title of Bidder Business Address 400 E Sixth Street Corona., CA 92879 Place of Business 400 E Sixth Street Corona, Ca 92879 Place of Residence 400 E Sixth Street Corona Ca. 92879 Page 14 of 22 January 2019 20E-44 Local Assistance Procedures Manual Exhibit 12-H Sample Bid CITYICOUNTYOF DEPARTMENT OF BIDDER'S BOND We, as Principal, and as Surety are bound unto the City/County of State of California, hereafter referred to as "Obligee", in the penal sum of ten percent (10%) of the total amount of the bid of the Principal submitted to the Obligee for the work described below, for the payment of which sum we bind ourselves, jointly and severally, THE CONDITION OF THIS OBLIGATION IS SUCH, THAT: WHEREAS, the Principal is submitted to the Obligee, for (Copy here the exact description ofwork, including location as it appears o e proposal) for which bids are to be opened at on (Insert place where bids will be opened) (Insert date of bid opening) NOW, THEREFORE, if the Principal is awarded the contract and, withi the time and manner required under the specifications, after the prescribed forms are presented to him for sign re, enters into a written contract, in the prescribed form, in conformance with the bid, and files two bonds with the Obli ee, one to guarantee faithful performance of the contract and the other to guarantee payment for labor and materials s provided by law, then this obligation shall be null and void; otherwise, it shall remain in full force. In the event suit is brought upon this bond by the Oblig and j gment is recovered, the Surety shall pay all costs incurred by the Obligee in such suit, including a reasonable a or y's fe to be fixed by the court. Dated: 2 Principal Surety By Attorney-infact CERTIFICATE OF ACKNOWLEDGEMENT State of California City/County of SS On this ay of in the year 20 _ before me PC appeared , Attorney -in -fact personally own to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to this instru it as the attomey-in-fact of , and acknowledged to me that he (she) subscribed the name of Oie said company thereto as surety, and his (her) own name as attorney -in -fact. LPP IS-01 20E-45 Notary Public Page 15 of 22 January 2019 Local Assistance Procedures Manual EPP 18-01 Exhibit 12-H Samule Bid Insert completed [Exhibit 15-G Local Agency Bidder DBE Commitment (Construction Contracts)1 here. Insert completed [Exhibit 15-H DBE Information —Good Faith Effortsl here. Attach [RAILROAD AGREEMENT] (if required) Page 16 of 22 January 2019 20E-46 C N 0 3 U R E a •u y C L C p L pC° C C p H �' C L C O C p vi �• C C° C C �` C C G L �n �' L L C C> L' O O__ 0 0 O O a D O p 0 0 O O 0 .2 . O O 'E '£ .£ .E 'E •E ;E .£ .E .E MIE . E •E .E .E £ .E .E •E y W 00 1R VF E h y 41 Nvi�� 1y V V} E.�vi�� LL Lf �.1 E y �n�ti V VT N LL y H (/T N E O V V LL V V Q V V p V V V V V V Q V V c Q o 01 m m m an ❑❑❑ a❑❑❑ ❑❑ ❑Q❑N❑❑Q❑❑❑❑Q ❑❑❑Q Q M I� a cq Z N O O z M M LO O } W Z Z ? a a O O O O N O) N O E EM C) °o Z r— r O NZ sm 0-) O W O O r-0�NOM LO 0 O 0) O c O 00 O (p O « ON OM o � O O 0 0') O 0 O ° v m w c O p c e a q M N c (D v u M 06 m a ry O O O O o O O o0 m o E a (D (D u) a)N V p O O m aL co c m •a Q (� w C m O N i _ J U N m N0) (0 1 4,tO « NC C c U NW N E J V (D OI C 10 L o E E d U cO z U RL J U _ U L.L N C p f0 m p N C N ,mod, N U N Q n UW m U Q m d = m C) m m wt of ai L ° ti f0 (p ti N v uiVi m m n y' m .�' �' �' m. Z (J J Z U U Z V Z l! 0 Z V Z V 0 20E-47 a a c c c c i c c c c> c c c c c c> c c c c >• N o 0 o E �, o o°° p� o o 3 ( o 0 .0 .0- o o_ 3 I a o 4 o .� E •� 'E .£ E E CV E E o N E E E o N EE EE E E E �E `V E £ ? V V V V LL V v V �V O V V O V V y y LL V V y y LL V V V V W O O U C Q m Od0 Od0 m od0 ❑❑ ❑a❑❑ ❑Q❑❑ ❑¢❑❑❑❑Q ❑❑❑❑Q ❑❑❑Q d ci Q z z z pm Z m� z z z as `u `a O LO m Z 2 Ln O 00 c 0 a co d' f0 O O O 0) O O o c z (0 � O 0 M (O O M(O 0 p W rl- O Lr) � a a mN d c « Q m a � O OM O O O c O 3 O 0 0) Q 0) M �V y M C6 EA N o oS - a. m c vi w p U) c _Q a m C O) O) C C v C y C Y'd U LL"J y C N U � m E U N E > N w m E m �9 o V N a m y o 6 a m m rn p ti U) m N ai U m N 'O ui m ti m ni N O_ v in v 3 y A y N v N Y G ry Z U O Z U Z U — Zry �J Z V (Ep Z V a 20E-48 iNFAU13r1wI CITY OF SANTA ANA CONSTRUCTION CONTRACT PROJECT 18-6908 BRISTOL STREET PROTECTED BIKE LANES FROM EDINGER AVENUE TO FIRST STREET CML-5063(183) This CONSTRUCTION CONTRACT is made and entered into this 15`h day of December, 2020 by and between the City of Santa Ana, California, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "CITY"), and All American Asphalt (hereinafter "CONTRACTOR"). WITNESSETH: The CITY and the CONTRACTOR, for the consideration hereinafter named, mutually agree as follows: CONTRACTOR agrees to perform all the work and furnish all the materials at its own cost and expense necessary to construct and complete in a good and workmanlike manner and to the satisfaction of the City Engineer of the CITY, the Bristol Street Protected Bike Lanes from Edinger Avenue to First Street Project (hereinafter referred to as the "WORK OF IMPROVEMENT") identified in and in accordance with the Contract Documents prepared by the City's Public Works Agency and approved by the City Council. 2. The complete Construction Contract consists of the "Contract Documents" as defined by the Standard Specifications for Public Works Construction and which include the following: • Notice Inviting Bids • Information to Bidders • Bid Proposal • Bid Bond • Contract Form • Contract Bonds • General Provisions • Special Provisions • Technical Provisions and Project Plans • Community Workforce Agreement • Appendices In case of conflict between the Contract Documents, the precedence of documents shall be as established in the Standard Specifications for Public Works Construction. 3. CITY agrees to pay and CONTRACTOR agrees to accept in full payment to complete the WORK OF IMPROVEMENT the sum total amount not to exceed One Million Nine Hundred Sixty -Seven Thousand Four Hundred Thirty -Six Dollars and No Cents ($1,967,436.00), as set forth and identified in the BID PROPOSAL, which is attached hereto and incorporated herein as Exhibit "A." The BID PROPOSAL contains a schedule of unit price(s) or lump sum(s) based on approximate quantities only, and the City does not expressly or by implication agree that the actual amount of work will correspond therewith, but reserves the right to increase or decrease the amount of any class or portion of the work or to omit portions of the work as may be deemed necessary or advisable. rev. 09/01/2017 20E-49 Page 1 of 4. CONTRACTOR agrees to complete the WORK OF IMPROVEMENT within the time specified in the Time for Completion of Improvements section of the BID PROPOSAL (Exhibit "A") including commencing construction within the timeframe therein specified after issuance of a Notice to Proceed. 5. The CONTRACTOR will pay, and will require all subcontractors to pay, all employees on the WORK OF IMPROVEMENT a salary or wage at least equal to the prevailing salary or wage established for such work as set forth in the wage determinations for this work in accordance with applicable State and Federal law. 6. If applicable, the CONTRACTOR shall adhere to the CITY'S Community Workforce Agreement (CWA), a pre -hire collective bargaining agreement, which establishes the labor relations policies and procedures for CONTRACTOR to follow in the crafts persons employed to complete the WORK OF IMPROVEMENT as more fully described in the C WA. The C WA may be found on the City's website at: http://www.santa-ana.org/pwa/documents/CWA.pdf 7. CONTRACTOR shall, after award of this Contract, furnish two bonds to be approved by the CITY, one in the amount of One Hundred Percent (100%) of the Contract price, to guarantee the faithful performance of the work (Performance Bond), and one in the amount of One Hundred Percent (100%) of the Contract price to guarantee payment of all claims for labor and materials furnished (Payment Bond). This Contract shall not become effective until such bonds are supplied to and approved by the CITY. 8. CONTRACTOR shall, prior to the release of the performance and payment bonds or the retention payment, furnish a warranty performance and payment bond (Warranty Bond). Said Warranty Bond shall also be required as a condition of project acceptance. For projects up to Five Hundred Thousand Dollars ($500,000), the Warranty Bond amount shall be the greater of Ten Thousand Dollars ($10,000) or Twenty Percent (20%) of the final contract price. For projects above Five Hundred Thousand Dollars ($500,000), the Warranty Bond amount shall be the greater of One Hundred Thousand Dollars ($100,000) or Ten Percent (10%) of the final contract price. 9. CONTRACTOR shall, after award of this Contract, furnish Certificates of Liability Insurance and Worker's Compensation Insurance as outlined in the General Provisions, to be approved by the CITY. 10. INDEMNIFICATION To the fullest extent allowed by law, CONTRACTOR and its Subcontractors hereby agree to defend, indemnify, and hold harmless CITY, its City Council, boards and commissions, officers, agents, employees, representatives and volunteers (hereinafter collectively referred to as "Indemnitees"), through legal counsel acceptable to CITY, from and against any liability, claims, actions, costs, damages or losses, including reasonable costs and attorney's fees, for injury, including death to any person or damage to any property, arising directly or indirectly from, or in any manner relating to, any of the following: (i) Performance or nonperformance of the Work of Improvement by CONTRACTOR or its Subcontractors of any lower tier; (ii) Performance or nonperformance by CONTRACTOR or its Subcontractors of any lower tier, of any of the obligations under the Contract Documents; 20 E-50 Page 2 of 3 (iii) The construction activities of CONTRACTOR or its Subcontractors of any lower tier, either on the project site or on other properties; (iv) The payment or nonpayment by CONTRACTOR of any of its Subcontractors of any lower tier, for Work of Improvement performed on or off the project site; and (v) Any personal injury, property damage or economic loss to third persons related to and arising from the performance or nonperformance by CONTRACTOR or its Subcontractors of any lower tier, of the Work of Improvement. (vi) The indemnity obligations of Subcontractors provided by this Section shall be included in all subcontract documents issued by CONTRACTOR. Nothing in the Contract Documents shall be construed to give rise to any implied right of indemnity in favor of CONTRACTOR against CITY or any other Indemnitee. IN WITNESS WHEREOF, the parties hereto have executed this Construction Contract on the day and year first above written. ATTEST: DAISY GOMEZ Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: JOKN FUNK Senior Assistant City Attorney RECOMMENDED FOR APPROVAL: NABIL SABA, PE Executive Director Public Works Agency CITY OF SANTA ANA KRISTINE RIDGE City Manager CONTRACTOR: All American Asphalt NAME:EdwtfrdJ. Carlson TITLE: Vice President 20E-51 Page 3 of 3 City of Santa Ana Page 1 Bristol Street Protected Bike Lanes from Edinger to 1st Street (18-6908), bidding on November 5, 2020 2:00 PM (Pacific) EXHIBIT A Bid Results Bidder Details Vender Name All American Asphalt Address 400 E. Sixth Street Corona, CA 92879 United States Respondee Jim McGee Respondee Title Project Manager Phone 951-736-7600 Ext. Email publicworks@allamedc nasphalt.com Vendor Type CADIR License# 267073 CA DIR Bid Detail Bid Format Electronic Submitted November 5, 2020 1:50:39 PM (Pacific) Delivery Method Bid Responsive Bid Status Submitted Confirmation# 233458 Ranking 0 Respondee Comment Buyer Comment Attachments File Title File Name File Type Bid Package -AII American Asphalt Bid Package -AII American Asphalt.pdf General Forms Ownership Affidavit -AII American Asphalt Ownership Affidavit -AII American Asphalt.pdf Ownership Affidavit (Notary Public) - REQ Original Hard Copy Submittal in Addition Bid Bond - All American Asphalt Bid Bond - All American Asphalt.pdf Bid Bond Guaranty (Notary Public) - REQ Original Hard Copy Submittal in Addition Non -Collusion -AII American Asphalt Non -Collusion -AII American Asphalt.pdf Non -Collusion Affidavit (Notary Public) - REQ Original Hard Copy Submittal in Addition Line Items Type Item Code UOM 01ty Unit Price Line Total Comment Base Bid Items 1 Unclassified Excavation CY 2120 $90.00 $190,800.00 2 AC Pavement TN 1050 $96.00 $100,800.00 3 PCC Sidewalk (4") SF 3800 $7.00 $26,600.00 P n t a,l c. 20t-52 _ City of Santa Ana Page 2 Bristol Street Protected Bike Lanes from Edinger to 1st Street (18-6908), bidding on November 5, 2020 2:00 PM (Pacific) EXH I BI T A Bid Results Type Item Code UOM City Unit Price Line Total Comment 4 PCC Curb and Gutter (Type A-2-8) Modified - 1' Gutter LF 9022 $22.00 $198,484.00 5 PCC Curb Ramp SF 1200 $11.00 $13,200.00 6 PCC Bus Pad SF 4900 $15.69 $76,881.00 7 Cold Mill (6") SF 4328C $0.60 $25,968.00 8 Cold Mill (8") SF 9200 $0.85 $7,820,00 9 PCC Protected Bike Lane (6") - Detail A with dowels LF 8350 $40.50 $338,175.00 10 PCC Protected Bike Lane (6") - Detail B LF 680 $90.00 $61,200.00 11 PCC Bike Lane at Driveways (8") with Dowels SF 11500 $9.63 $110,745.00 12 Colored PCC median with Topcast #5 Exposed Aggregate Finish SF 6800 $14.00 $95,200.00 13 Furnish and Install New Water Valve Frame and Cover EA 19 $1.000.00 $19,000.00 14 Landscaping LS 1 $62,600.00 $62,600.00 15 Irrigation LS 1 $142,500.00 $142,500.00 16 1-Year Landscaping & Irrigation Maintenance Period LS 1 $12,500.00 $12,500.00 17 Construction Sign EA 4 $2,000.00 $8,000.00 18 Traffic Signal Modification per Intersection EA 4 $33,600.00 $134,400.00 19 2" PVC Conduit LF 200 $52.18 $10,436.00 2 tit.I City of Santa Ana Page 3 Bristol Street Protected Bike Lanes from Edinger to tat Street (18-6908), bidding on November 5, 2020 2:00 PM (Pacific) EXH I BIT A Bid Results Type Item Code UOM City Unit Price Line Total Comment 20 No. 6 Pullbox EA 1 $678.00 $678.00 21 Type E Traffic Loop Detector EA 12 $365.00 $4,380.00 22 Signing and Striping LS 1 $122,829.00 $122,829.00 23 Bus Shelter and Miscellaneous Furniture Relocation LS 1 $14,500.00 $14,500.00 24 Bus Island Railing LF 444 $160.00 $71,040.00 25 Filtema System and Installation (FT1307-LSI-DTL) EA 1 $57,000.00 $57,000.00 26 Crushed Miscellaneous Material - Fill* CY 1320 $35.00 $46,200.00 27 Storm Water Pollution Prevention Plan - Risk Level 2 EA 1 $15,500.00 $15,500.00 Subtotal $1,967,436.00 Asterisk Notes (Per Section 3.2 of Standard Specifications) - NOT part of Base Bid Total Calculation 28 * = The quantity for this bid item is shown for bid comparison only. This bid item shall not be subject to the "25V limit as stated in Section 3-2 of the Standard Specifications. The actual amount for this item will be dictated by the actual quantitiy used, and the Agency reserves the right to increase or decrease the quantity of this item accordingly. EA 0 0 0 29 t = This bid item is considered a Specialty Item per Section 2-3.2 of the Standard Specifications, EA 0 0 0 Subtotal 0 Total $1,967,436.00 ADDENDUM No. ONE CITY OF SANTA ANA Project 18-6908 PROPOSAL EXHIBIT A FEDERAL PROJECT NO. CML-5063(183) CITY PROJECT NO. 18-6908 BRISTOL STREET PROTECTED BIKE LANES FROM EDINGER TO IST TOTAL BASE BID $1,967,436.00 The lowest responsible bidder shall be selected based on the total base bid. The City reserves the right to award the Base Bid, and any, all, or none of the add -alternate bid items (if any). ° The quantity for this bid item is shown for bid comparison only. This bid item shall not be subject to the "25%" limit as stated in Section 3-2 of the Standard Specifications. The actual amount for this item will be dictated by the actual quantity used, and the Agency reserves the right to increase or decrease the quantity of this item accordingly. t This bid item is considered a Specialty Item per Section 2-3.2 of the Standard Specifications. TIME FOR COMPLETION OF IMPROVEMENTS AND LIQUIDATED DAMAGES The undersigned bidder hereby proposes to complete the Work for the total base bid amount shown above, within 75 working days after the commencement date stated in the Notice to Proceed. The liquidated damages amount, in lieu of the amount specified in Subsection 6-9 of the Standard Specifications, shall be $2,500 per calendar day. Name of Firm All American Signature of BIDDER Title Edward J. Carlson, Vice President (If an individual, so state. If a firm or co -partnership, state the firm name and give the names of all individual co-partners composing the firm. If a corporation, state legal name of corporation, and names of President, Secretary, Treasurer and Manager, thereof.) Edward J. Carlson, Vice President Michael Farkas, Secretary Mark Luer, President P-3 of P-18 20E-55 lacuart� COST ANALYSIS CONSTRUCTION OF PROJECT NO. 18-6908: BRISTOL STREET PROTECTED BIKE LANES FROM EDINGER AVENUE TO FIRST STREET Construction Contract $ 1,967,436.00 Contract Administration $ 141,000.00 Inspection and Testing $ 155,000.00 Contingencies $ 433,341.00 TOTAL ESTIMATED CONSTRUCTION COSTS $ 2,696,777.00 20E-56 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: DECEMBER 15, 2020 TITLE: AWARD A PURCHASE ORDER IN AN AMOUNT NOT TO EXCEED $229,075 TO PB LOADER CORPORATION FOR ONE COMPRESSED NATURAL GAS DUMP TRUCK (SPECIFICATION NO.20-141) (NON -GENERAL FUND) CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on 1� Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO /s/ Kristine Ridge FILE NUMBER CITY MANAGER RECOMMENDED ACTION Authorize a one-time purchase and payment of purchase order to PB Loader Corporation for the purchase of one compressed natural gas dump truck, in the amount of $219,075, with a contingency of $10,000, for a total amount not to exceed $229,075, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION The Public Works Agency Fleet Services Division is responsible for the acquisition, maintenance, repair, and replacement of vehicles, trucks, and maintenance equipment. The Public Works Agency Water Resources Division oversees and maintains the daily operations of the water system and sanitary sewer system. The City's sanitary sewer system has approximately 8,000 maintenance holes, 390 miles of sewer mains, and two lift stations. The sewer system collects all sewage and transports it to the Orange County Sanitation District for treatment. The Water Resources Division is in need of one bobtail dump truck to replace an aging vehicle utilized daily in the maintenance and repair of the sanitary sewer system. The existing vehicle is a Model Year 2000 that has exceeded the Fleet Services Division's recommended Equipment Lifecycle Guidelines. Replacing this vehicle with a more reliable and efficient vehicle is essential to ensure the continued delivery of high -quality sanitary sewer services to the customers in the City of Santa Ana. Additionally, this truck will be fueled with compressed natural gas, which is in alignment with the City's efforts to create an environmentally responsible fleet. Santa Ana Ordinance No. NS-2312 authorizes the City to utilize purchase contracts from any public agency employing a competitive bid process. Sourcewell (formerly National Joint Powers Alliance), awarded a contract to PB Loader Corporation (Contract No. 052417-PBL) for procurement of Asphalt Patching and Roadway Maintenance Equipment as a result of open competitive bidding on behalf of its members, which includes government agencies. Utilizing the contract awarded to 22A-1 Award Purchase Order for CNG Dump Truck December 15, 2020 Page 2 National Auto Fleet Group allows the City to make purchases through October 2, 2021, and is in accordance with the City's existing Purchasing Guidelines. FISCAL IMPACT Funds in the amount of $229,075 are budgeted and available in the Sanitary Sewer account (No. 05617640-66400). Funds will be expended in Fiscal Year 2020-21 as follows: Fiscal Accounting Unit Fund Accounting Unit, Amount Year — Account No. Description Account Description 2020-21 05617640-66400 Sewer Sanitary Sewer Service, $229075 Machinery & Equipment Fiscal Impact Verified By: Kathryn Downs, CPA, Executive Director— Finance and Management Services Agency Submitted By: Nabil Saba, P.E., Executive Director — Public Works Agency 22A-2 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: DECEMBER 15, 2020 TITLE: AMEND PURCHASE ORDER WITH FAIRWAY FORD SALES, INC. FOR TWELVE FORD POLICE INTERCEPTOR VEHICLES IN THE AMOUNT OF $494,207.79 (SPECIFICATION NO. 19-135) (NON -GENERAL FUND) CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on 1� Reading ❑ Ordinance on 2d Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO /s/ Kristine Ridge FILE NUMBER CITY MANAGER RECOMMENDED ACTION Amend the contract with Fairway Ford Sales, Inc., for the procurement of 12 additional Ford Police Interceptor vehicles for the Santa Ana Police Department for a total amount not to exceed $494,207.79, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION The Santa Ana Police Department has a fleet of 262 vehicles. Ninety-nine of these vehicles are patrol vehicles assigned to Field Operations. The Police Department uses Ford Police Interceptor vehicles, similar to Explorers, as the standard vehicle in Field Operations. This contract award will provide 12 Ford Police Interceptor vehicles for the Police Department. This purchase will allow the Police Department to surplus three patrol vehicles that have reached the end of their useful life, and net nine vehicles, thereby increasing the size of the Patrol fleet as new officers come off of training. Ford has a four month lead time for the delivery of these vehicles from receipt of order. Once the vehicles are received, they are equipped with the required, radios, light bars, and equipment. With these timelines, it is expected that the new vehicles will go into service in summer 2021. On January 21, 2020, the City Council awarded a purchase order to Fairway Ford Sales, Inc., for the purchase of 12 Ford Police Interceptor vehicles. Sixteen Santa Ana vendors were notified in the original Invitation for Bid and nine vendors downloaded the bid packet. The City received four bids and awarded to the lowest bidder. Fairway Ford Sales, Inc., has agreed to honor the 2020 model pricing for 12 additional 2021 model Ford Police Interceptor vehicles with the same specifications. The purchase price of $494,207.79 for the 12 additional vehicles represents the best value to the City. 22B-1 Amend Purchase Order with Fairway Ford December 15, 2020 Page 2 FISCAL IMPACT Funds for this purchase are available in the following Public Works Fleet Division accounts: Vehicle Purchase — Fairway Ford Fiscal Year Accounting Unit— Account Number Accounting Unit, Account Description Amount FY 2020-21 07017100-66400 Fleet Replacement, Mach and Eqpt $411,839.83 FY 2020-21 07517101-66400 Fleet Replacement, Mach and Eqpt $82,367.96 Total $494,207.79 Fiscal Impact Verified By: Kathryn Downs, CPA, Executive Director— Finance and Management Services Agency Submitted By: David Valentin, Chief of Police - Police Department Nabil Saba, Executive Director - Public Works Agency Exhibit: 1. Abstract of Bids 22B-2 ABSTRACT OF BIDS FORD POLICE INTERCEPTOR VEHICLES Fairway Ford Sales, Inc. South Bay Ford Lincoln Theodore Robins Ford Wondries Fleet Group Placentia, CA Hawthorne, CA Costa Mesa, CA Alhambra, CA AGATE BLACK WITH OXFORD WHITE ROOF & DOORS Total Price per vehicle $41,183.98 $42,595.48 $41,190.13 $41,457.11 Quantity 8 8 8 8 Purchase Total $329,471.86 $340,763.85 $329,521.07 $331,656.86 SOLID COLOR AGATE BLACK Total Price per vehicle Quantity Purchase Total $40,036.86 $41,413.40 $40,316.02 $40,528.48 4 4 4 4 $160,147.43 $165,653.59 $161,264.10 $162,113.93 EXHIBIT 1 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: DECEMBER 15, 2020 TITLE: APPROVE SUBSCRIPTION AGREEMENT WITH LEXISNEXIS FOR LEGAL RESEARCH SERVICES IN AN AMOUNT NOT TO EXCEED $58,098.60 (GENERAL FUND) /s/ Kristine CITY MANAGER CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on 1� Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER RECOMMENDED ACTION Authorize the City Manager to execute an agreement with LexisNexis for legal research software services in the amount of $58,098.60, for a three-year term beginning January 1, 2021 through December 31, 2023, subject to non -substantive changes approved by the City Manager and the City Attorney. DISCUSSION LexisNexis is a nationally recognized legal research software company which provides the City Attorney's Office with access to legal research and multiple online court records systems, through its CourtLink application and advanced subject matter research tools via the Lexis Practice Advisor, to assist the City. The City Attorney's Office has determined that LexisNexis's software research services will continue to provide advanced research tools with a nominal increase in costs to the City, based on its current subscription. FISCAL IMPACT Funds for payment of all fees associated with this agreement are available in the Contract Services - Professional account (No. 01108032-62300) Fiscal Year Accounting Unit -Account # Account Description Amount FY 20-21 01108032-62300 Contractual Services -Professional $9,623.10 FY 21-22 01108032-62300 Contractual Services -Professional $19,306.20 FY 22-23 01108032-62300 Contractual Services -Professional $19,426.20 FY 23-24 01108032-62300 Contractual Services -Professional $9,731.10 Total $58,098.60 Fiscal Impact Verified By: Kathryn Downs, CPA, Executive Director— Finance and Management Services Agency 25A-1 Agreement with LexisNexis December 15, 2020 Page 2 Submitted By: Sonia R. Carvalho, City Attorney — City Attorney's Office Exhibit: 1. Subscription Agreement with LexisNexis (Legal Research, Courtlink, and Legal Practice Advisory Services) 25A-2 a Lexis Advance® Subscription Amendment for State/Local LexisNexis Government (Existing Subscriber Version) "Subscriber" Name: Santa Ana City Attorney Office Account Number: 10000LJF8 "LN": LexisNexis, a division of RELX Inc. 1. Amendment This Amendment ("Amendment") amends and supplements the terms of the Lexis Advance Subscription Agreement previously entered into between LexisNexis, a division of RELX Inc. ("LN") and Subscriber (the "Subscription Agreement"). This Amendment shall serve as Subscriber's acceptance of the General Terms & Conditions for Use of the Online Services in effect as of the date of this Amendment and displayed at www.lexisnexis.com/terms/general. 2. Certification 2.1 Subscriber certifies that the number of government professionals in Subscriber's organization is as set forth below. A "Government Professional User' is defined as an attorney, judge, librarian, researcher, investigator or analyst who is employed by the Subscriber. Number of Government Professional Users: 19 22 A "Support Staff User" is defined as a person who supports the Government Professional User, including, but not limited to: paralegals, interns, legal secretaries or other administrative support members. 3 ID's will be issued to support staff for each Government Professional User accounted for above. Support Staff Users will receive access at no additional charge. 2.3 Each LN ID must be issued for individual use by the Government Professional User or Support Staff User. 2.4 If Subscriber, at the time of signing this Amendment has 11 or more Government Professional Users, then Subscriber is required to notify LN if the number of Government Professional Users falls below 11. Subscriber shall, within 30 days of the staffing change, notify LN in writing. 2.5 Subscriber acknowledges that the pricing and menus provided to Subscriber in this Amendment depend in part on the number of Government Professional Users in Subscriber's organization. Subscriber certifies that as of the date Subscriber signs this Amendment there are the number of Government Professional Users in Subscriber's organization (the "Reference Number") as Subscriber has specified above. (i) At LN's request from time to time, Subscriber will certify in writing the then -current Reference Number. (ii) If there is a change in the Reference Number during the Term, LN may, in its sole discretion on at least 30 days prior written notice to Subscriber, increase or decrease the Monthly Commitment by an amount that does not exceed, on a percentage basis, the change in the Reference Number. 3. Lexis Advance Product and Charges 3.1 This Section 3 amends the Subscription Agreement with respect to the Lexis Advance® product offering described below. The term of Subscriber's commitment for the Lexis Advance product offering will begin upon the date Subscriber's billing account ("Account Number") is activated ("Activation") and will continue for the last period set forth in Section 3.3 below (the "Committed Term" ). Subscriber may not terminate this Amendment for convenience under the General Terms during the Committed Term. Notwithstanding the foregoing, Subscriber may terminate this Amendment during the Committed Term for a material breach by LN that remains uncured for more than 30 days after LN receives written notice from Subscriber identifying a specific breach. If Subscriber terminates this Amendment pursuant to this Section, then Subscriber will pay all charges incurred up to the date of termination. Lexis Advance Content & Features Product SKU Number Number of Users National Primary Enhanced 1011511 9 All Briefs Pleadings & Motions 1010612 9 Trial Court Orders - National 1512258 9 CA Practice Library 1010630 9 City and County Attorney Premium Library 1011966 9 CA Verdicts & Settlements 1010070 9 Core Public Records with Smartlinx Person, Business and Location Reports 1004801 9 32 During the Term, the premium features Shepard's Graphical and Research Map will be included at no additional charge. 3.3 In exchange for access to the Lexis Advance Content, Feature and/or Service set forth above in Section 3.1, Subscriber will pay to LN the following amount (the "Monthly Commitment") during the periods set forth below. Committed Term 1/1/2021 - 12/31/2021 Monthly Commitment $ 1005.00 1/1/2022 - 12/31/2022 $ 1015.00 1/1/2023 - 12/31/2023 $ 1025.00 3.4 During the Term, LN may make content and features available to Subscriber that are not included in the Lexis Advance Content described above which will be offered to Subscriber at an additional charge ("Alternate Materials"). Subscriber will be under no obligation to access and use the Alternate Materials, or to incur additional fees beyond the Monthly Installment. If Subscriber elects to access the Alternate Materials by initialing below, Subscriber will be notified that additional charges will apply before the Alternate Materials is displayed. If Subscriber proceeds to access the Alternate Materials, Subscriber will pay the then current, transactional charge(s) for the Alternate Materials that is displayed at the time of access. Subscriber elects access to the Alternate Materials (Initial) 3.5 Use of Lexis Advance under this Amendment is available to Subscriber and its Authorized Users (defined in the General Terms). 3.6 LN may temporarily suspend access to Lexis Advance until all unpaid amounts are paid in full. No claims directly or indirectly related to this Amendment with respect to amounts billed or payments made under this Amendment may be initiated by Subscriber more than 6 months after such amounts were first billed to Subscriber. 4. Closed Offer The prices and other terms are subject to change if Subscriber has not submitted a signed original or copy on or before n/a. 5. Confidential Information Subject to any state open records or freedom of information statutes, this Amendment contains confidential pricing information of LN. Subscriber understands that disclosure of the pricing information contained herein could cause competitive harm to LN, and will receive and maintain this Amendment in trust and confidence and take reasonable precautions against such disclosure to any third person. This Section 5 will survive the termination or expiration of this Amendment. 6. SUPPORT AND TRAINING During the Term, Subscriber, with the support of LN, agrees to encourage the effective use of Lexis Advance through: (a) Meaningful participation in additional ongoing programs presented by LN to update and train Authorized Users; (b) Authorize the periodic distribution of memos or other communications by LN and/or Subscriber to Authorized Users; and (c) The periodic review with LN of Subscriber's Authorized User's use of materials and training under this Amendment. 7. Miscellaneous This Amendment does not bind either party until it has been accepted by both parties. Subscriber may accept this Amendment by signing below. LN will accept this Amendment by providing Subscriber with access to Lexis Advance or by signing below. LEXISNEXIS WILL NOT ACCEPT ANY CHANGES, CORRECTIONS OR ADDITIONS TO THIS AMENDMENT UNLESS SUCH CHANGES ARE EXPRESSLY ACCEPTED BY LN IN WRITING. SUCH CHANGES WILL HAVE NO LEGAL EFFECT. AGREED TO AND ACCEPTED BY: Subscriber: Santa Ana City Attorney Office [MUST BE COMPLETED BY SUBSCRIBER] Authorized Subscriber Signature: see attached signature page Printed Name: Job Title: Date: Number of Professional Users: LexisNexis, a division of RELX Inc. COMPLETED BY LEXISNEXIS Authorized Signature: Name: Roslan, Digitallysigned Job Title: Joshua Date: (I Klr-- A) 4821-7836-8436 202002 25A-5 © 2020 LexisNexis. All rights reserved. Page 3 of 3 LexisNexisF P State & Local Government AGREEMENT ADDENDUM This Agreement Addendum (this "Addendum") amends and supplements the terms of the Online Services Agreement between LexisNexis, a division of RELX Inc. ("LN") and Santa Ana City Attorney Office, a city, state, county or other local government agency ("Subscriber"). The Agreement shall consist of Subscriber's agreement (the "Subscriber Contract"), if applicable, the LexisNexis General Terms and Conditions viewable at www.lexisnexis.comtterms/general (the "General Terms"), together with any other LexisNexis contract proposals or other contract documents, all of which are incorporated into the Agreement by reference and made a part hereof (collectively the "Agreement"). Term. The term of this Addendum shall be coterminous with the Agreement. 2. Additional Menus. Effective 1/1/2021, Subscriber will be provided access to the features and content of the Online Services in exchange for Subscriber's payment to LN of the Monthly Commitment set forth below. Access to the additional Online Services shall be limited to the number of Authorized Users indicated in the table. ADDITIONAL ONLINE SERVICES ASSEMBLY NUMBER ASSEMBLY NAME NUMBER OF AUTHORIZED TERM MONTHLY COMMITMENT USERS 1525173 Everything 9 1/1/2021 - 12/31/2021 $314.65 CourtLink 1525173 Everything 9 1/1/2022 - 12/31/2022 $314.65 CourtLink 1525173 Everything 9 1/1/2023 - 12/31/2023 $ 314.65 CourtLink 1521733 Lexis® Practice 9 1/1/2021 - 12/31/2021 S284.20 Advisor - Labor and Employment 1521733 Lexis® Practice 9 1/1/2022 - 12/31/2022 S284.20 Advisor - Labor and Employment 1521733 Lexis® Practice 9 1/1/2023 - 12/31/2023 $284.20 Advisor - Labor and Employment 3. Miscellaneous. 3.1 Except as expressly modified by this Addendum, all other terms and conditions of the Agreement will remain in full force and effect and will be unaffected by this Addendum. 3.2 If Subscriber issues a purchase order in connection with the Agreement, Subscriber acknowledges and agrees that the purchase order shall be for Subscriber's internal purposes only and shall not modify or affect any of the other terms or conditions for access to the Online Services. 3.3 In the event of a conflict between the terms of the Agreement and this Addendum, this Addendum will control with respect to this subject matter. In the event of a conflict between the various contract documents that comprise the Agreement, such conflicts shall be resolved in the following order: the General Terms shall control with regard to access and use of the Online Services, for all other purposes, the order of precedence shall be this Addendum, the Subscriber Contract, and then any other LN contract documents. LN's acceptance of the terms of this Addendum shall be evidenced by its signature on the following page or by providing Subscriber with access to the Online Services. [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK, SIGNATURE PAGE FOLLOWS] 4826-3933-1514 2020D4 Page 1 of 2 25A-6 AGREED TO AND ACCEPTED BY: Subscriber: Santa Ana City Attorney Office I [MUST BE COMPLETED BY SUBSCRIBER) I Authorized Subscriber Signature: see attached signature page Printed Name: Job Title: Date: LexisNexis, a division of RELX Inc. II. V NWLt I tU by LtAIJNtAlI j Authorized Signature: _ ninirall' `'nn'-rl Name: by Roslan, Joshua Job Title: jos ua (LNG -DAY) Date: 4826-3933-1514 202004 Page 2 of 2 25A-7 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: DAISY GOMEZ Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: elaui� A. R� LAURA A. ROSSINI Acting Chief Assistant City Attorney CITY OF SANTA ANA KRISTINE RIDGE City Manager 25A-8 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: DECEMBER 15, 2020 TITLE: APPROVE AGREEMENTS WITH DYNAMIC VIDEOS COMMUNICATIONS, VIDEO ENGINEERING SERVICES, AND IPTV INTERNATIONAL INC. DBA TV PRO GEAR FOR CITY COUNCIL MEETING VIDEO PRODUCTION AND OTHER AS -NEEDED VIDEO SERVICES IN A TOTAL AGGREGATE AMOUNT NOT TO EXCEED $600,000 (GENERAL FUND) /s/ Kristine Ridge CITY MANAGER CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on 1� Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER RECOMMENDED ACTION Authorize the City Manager to execute agreements with Dynamic Videos Communications, Video Engineering Services, and IPTV International Inc. DBA TV Pro Gear Inc. to provide as -needed City Council meeting video production, video technical consulting, and other video production services, for the period of January 1, 2021, through December 31, 2022, with an optional one-year extension, for an annual shared aggregate amount not to exceed $200,000, for a total aggregate amount not to exceed $600,000 subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION Since 2015, the City of Santa Ana has used a single vendor, Video Engineering Services, to provide video production services for City Council meetings, video technical consulting and support, and filming/production of City events. The City does not employ a full-time videographer or other full- time staff for these services. In recent years, the range of video services provided by the contractor has been reduced due to budget cuts, focusing primarily on City Council meeting production while reducing the number of City events being filmed. With these agreements, the City intends to diversify and expand its video production services by awarding contracts for as -needed services to three video production companies, all of which have experience working with government agencies, including filming and production of public meetings, installing video systems/control rooms for government meetings, technical consulting, event filming, and other video production. A Request for Proposals (RFP) was issued and 7 companies provided responsive proposals, of which 3 were selected, including the current contractor. Two of the companies are located in Orange County. 25B-1 City Council Meeting and Other Video Production Services December 15, 2020 Page 2 The City Manager's Office additionally intends to expand on the video services that have been provided in order to produce more professional videos to inform the community about City of Santa Ana services and programs and to promote and market the City to a wider audience. These videos will be distributed digitally on the City's YouTube channel and social media. They also will be shown on CTV3, the City's government television channel, as part of a strategy to better utilize the channel and improve its content. Under the agreements, all three entities can be utilized to provide any of the video production services. The intent is that the current contractor, Video Engineering Services, will continue to be the primary party providing City Council meeting production services. The company has reliably and consistently provided these services for the past five years. However, by diversifying our vendor list to include the two additional companies, the City will have the ability to bring in extra assistance or to fill in to provide City Council meeting production services, should Video Engineering Services be unable to do so. The City will also have ready access to the two new vendors' technical expertise and consulting. The uncertainties of the COVID-19 pandemic and the transition to virtual meetings have made clear the City's need for additional video and technical resources on which to draw. Furthermore, the two new contractors each have a wide range of experience in filming events and creating high -quality marketing and public service announcement videos for both government agencies and commercial businesses. These two vendors will be primarily utilized to produce such videos for the City of Santa Ana. The agreements include a two-year contract term, which the City has the ability to cancel with a 30-day notice. Each vendor offers different pricing points for various services, from which the City may choose the best option (Exhibits 1-3), which provides the City with greater flexibility in planning its video service needs. The approval of the agreements align with the City's Five-year Strategic Plan, which has a Strategic Priority of Efficient City Services that includes Communication and Outreach to reach and engage all audiences through a variety of communication outlets. FISCAL IMPACT The agreements allow for an aggregate amount not to exceed $600,000, including $400,000 for the two-year term of the contract and $200,000 if the City chooses to activate the optional one- year extension. This is for as -needed services and the City is not obligated to pay out the full amount of the contract. Approximately half of that amount is expected to be used for filming and production of up to 26 City Council meetings per year and related technical and support costs. The City Manager's Office will be utilizing available funds in the Contract Services Professional account (No. 01105015-62300) for this agreement. While the estimated cost is approximately $200,000 per year, in FY 2020-21 funding will only be available for the second half of the year pending approval of this agreement. Thus, the remaining $100,000 may be utilized in the final year of the agreement, FY 2022-23. 25B-2 City Council Meeting and Other Video Production Services December 15, 2020 Page 3 Vendor Estimated annual cost per Vendor Video Engineering Services $100,000 IPTV International Inc. DBA TV Pro Gear $50,000 Dynamic Video Communications $50,000 Total $200,000 Fiscal Year Estimated cost FY 20-21 $100,000 FY 21-22 $200,000 FY 22-23 $100,000 Total $400,000 Fiscal Impact Verified By: Kathryn Downs, CPA, Executive Director— Finance and Management Services Agency Submitted By: Kristine Ridge, City Manager Exhibits: 1. Dynamic Video Communications Scope of Work 2. TV Pro Gear Scope of Work 3. Video Engineering Services Scope of Work 25B-3 AGREEMENT TO PROVIDE VIDEO PRODUCTION SERVICES FOR THE CITY OF SANTA ANA THIS AGREEMENT is made and entered into on this 15"' day of December, 2020 by and between Eduardo Garcia, a sole proprietor, dba Dynamic Video Communications ("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 video production services on an as needed basis. 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 On an on -call basis, and at the City's sole discretion, Consultant shall perform the services described in the scope of work that was included in REP No. 20-105 for video production services, which is attached as Exhibit A, and as more specifically delineated in Consultant's proposal, which is attached as Exhibit B and incorporated in full. Consultant shall not be compensated for any services rendered in connection with its performance of this Agreement, unless such additional services are authorized in advance and in writing by the City. 2. COMPENSATION a. City neither warrants nor guarantees any minimum or maximum compensation to Consultant under this Agreement. Consultant shall be paid only for actual services performed under this Agreement at the rates and charges identified in Exhibit C. Consultant is one of three (3) consultants selected to provide video production services on an on -call basis under REP 20-105. The total compensation for these services provided by all such consultants selected under REP 20-105 shall not exceed the amount of six hundred thousand dollars ($600,000.00) during, the term of this Agreement, including any extension periods exercised under Section 3. This sum shall be comprised of the shared aggregate amount of two hundred thousand dollars ($200,000.00) annually during the term of the Agreement, including any extension periods. Page 1 of 11 25B-4 b. Payment by City shall be made within 45 days (forty-five) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work, which fails to meet the standards of performance set forth in the Recitals, which may reasonably be expected by City. 3. TERM This Agreement shall commence on January 1, 2021 and terminate on December 31, 2022, with the option for the City to grant up to a one (1) year renewal, 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 Page 2 of 11 25B-5 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. Where the amounts or coverage provided by the certificates of insurance provides coverage greater than those listed by this Agreement, the amounts provided by the certificates of insurance shall be incorporated by reference into the Agreement. V. Consultant shall supply City with a fully executed additional insured endorsement. f. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended priorto notification of termination. Consultant waives the right to receive compensation and agrees to Page 3 of 11 r indemnify the City for any work performed prior to approval of insurance by the City. 7. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 8. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 9. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. Page 4 of 11 25B-7 10. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 12. NON-DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. Page 5 of 11 r 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 that are the subject to this Agreement performed by City personnel or by other consultants retained by City. 15. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. hi 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 City Manager 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 that fails to meet the standard of performance specified in the Recitals of this Agreement. 16. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 17. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 18. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and Page 6 of 11 25B-9 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. 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: City Manager City of Santa Ana 20 Civic Center Plaza (M-) P.O. Box 1988 Santa Ana, California 92702 To Consultant: Dynamic Video Communications, LLC 30211 Avenida de las Banderas, Suite 200 Rancho Santa Margarita, California 92688 Telephone (949) 232-3220 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 Page 7 of 11 25B-10 deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Daisy Gomez Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney C Jose Montoya Deputy City Attorney CITY OF SANTA ANA Kristine Ridge City Manager CONSULTANT: C.- �'-- /00001�� Eduardo Garcia Producer/Director 25B-11 Page 8 of 11 EXHIBIT A SCOPE OF SERVICES Page 9 of 11 25B-12 REQUEST FOR PROPOSALS (RFP) NO. 20-105 FOR VIDEO PRODUCTION OF CITY COUNCIL MEETINGS, OTHER VARIOUS PRODUCTIONS, AND CABLENIDEO EQUIPMENT MAINTENANCE CITY OF SANTA ANA CITY MANAGER'S OFFICE Paul Eakins City Manager's Office Phone: (714) 647-5200 Email: peakins(a)santa-ana.org KEY RFP DATES: The schedule below is tentative and subject to change at the discretion of City, with appropriate notice to prospective Proposers. Issue Date: Deadline for Questions about RFP: Proposal Due Date: Review of Proposals: Projected Award Date: Projected Start Date: July 21, 2020 July 31, 2020 August 14, 2020, by 4:00 PM August 17 — 20, 2020 September 15, 2020 October 1, 2020 CITY OF SANT ANA EXHIBIT A CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR VIDEO PRODUCTION OF CITY COUNCIL MEETINGS, OTHER VARIOUS PRODUCTIONS, AND CABLE/VIDEO EQUIPMENT MAINTENANCE SCOPE OF SERVICES A. Council Meetings The City of Santa Ana provides the control room equipment, cameras and equipment located inside the Council Chambers to record and broadcast the City Council meetings, including computers and other video production equipment. Contractor will serve as Producer/Administrator for City of Santa Ana City Council meetings. Duties will include hiring and supervising video production staff. Contractor shall provide production services in live meeting coverage and playback for up to twenty-four (24) meetings, including City Council meetings held the first and third Tuesdays of the month, and various additional meetings as selected by the Clerk of the Council and/or City Manager. Production services shall include all responsibility for graphics during the presentations, video roll -ins and all audio/visual needs. Additionally, Contractor shall provide technical assistance for city production crews and staff. Services shall include: 1. Serve as Video Producer for all council meetings and cable -casting events in council chambers. 2. Maintain open communications with the Public Affairs Information Officer and Clerk of the Council office for special needs or changes pertinent to the agenda for each council meeting. 3. Communicate and confirm with the Public Affairs Information Officer regarding council meeting coverage and playback related to the city channel. Report technical playback and council meeting technical issues and remedies to the PAID. 4. Provide, hire and supervise all video production crew and staff which will include Director, Camera Robotics Operator, Audio Operator, Graphics Designer and Playback Operator. These positions may be consolidated in one person. 5. Schedule video production staff. Pre -arrange and notify crew of video productions and changes. 6. Provide maintenance of playback equipment located in City Hall as necessary for City Council meeting. 7. Provide for office administration and payroll for video production crew and playback. 8. Provide and be responsible for all production staff training and hands-on use of equipment for video crews. 9. Direct communication with City Council members and Clerk of the Council. 10. Review any needs or concerns related to production request: includes PowerPoint, overheads, video roll -ins and presentations, review cueing system, proper use of microphones for Council. RFP No. 20-105 Video Services for Governme/s=4hAnnel 3 & Related Services Page 21 of 23 (a CITY OF SANT ANA 11. Arrange for and design overall look and style of productions. 12. Arrange for input of council graphics prior to the meeting. Run a spell check. Arrange for graphics to state replays during the meeting, approximately every 30 minutes during program. 13. Access to Analytical Data — Contractor will provide access to the analytical data related to the usage of the video streaming service by the public. Analytics shall include the quantity of persons viewing video streams and archived videos. 14. Video streaming services that integrate with Facebook Live, YouTube Live, or similar social media platforms. B. Annual State of the City Address Contractor shall produce the mayor's state of the city address, including: 1. Hiring and supervising crew for camera operations, audio mixing, cable running, equipment load in and load out. 2. Directing the show for video. 3. Renting all needed video equipment and editing the finished video for playback. C. Cable/Video Equipment Maintenance 1. Confer with the Public Affairs Information Officer to evaluate needs and supervise maintenance activity of all city owned audio/video facilities. Said facilities include, but are not limited to, City Hall, recreation centers, senior centers, Stadium, Soccer fields. Etc. 2. Review and make recommendation for the repair and /or replacement of said audio/video facilities. 3. Design layout of electrical circuitry for existing and /or acquired audio/video equipment. 4. Ensure compliance with local, state, and federal safety codes and regulations. 5. Establish and maintain equipment log and data base to keep inventory and records of maintenance and to track equipment performance. 6. Help establish and enforce Agency wide policies for equipment use. Provide operation instruction for staff. 7. Conduct regular security checks on the City's production equipment. 8. Prepare preventative maintenance schedules and execute said maintenance on a routine basis. 9. Supervise annual asset inventories and tagging of new assets, as needed. 10.Coordinate equipment repair with outside agencies. 11.Coordinate acquisition of new production equipment. 12. Facilitate and supervise use of facilities or equipment by outside agencies, persons, other City employees or cable franchisee staff. 13. Facilitate completion of production services requested by City staff (including making dubs, editing and shooting videos, setting up equipment, delivering equipment, setting up operating facilities as needed.) RFP No. 20-105 Video Services for GovernmeAd: 1 pnel 3 & Related Services Page 22 of 23 (a CITY OF SANT ANA 14. Provide updates to Public Affairs Information Officer and/or assigned staff on progress of equipment installation, maintenance, building projects and anticipated completion dates. 15.Assist City Clerk and other staff on use of Council Chambers: video, audio, lighting, PowerPoint. Elmo or other technical needs. D. Training and Support Initial Training - Contractor shall provide a training program (remotely or in -person) to a group of up to eight (8) City staff members. Training shall be conducted before the video streaming and archive system is officially commissioned. Training shall describe the roles and responsibilities of the Contractor in providing the video streaming service. Training shall identify how City Staff can identify and rectify minor problems that may arise in the rollout of the video streaming services. Contact — Contractor shall provide a main point of contact for City Staff. The main point of contact shall have a thorough understanding of the video streaming system and be capable of troubleshooting problems remotely with City Staff who may not be experts in video and audio technology. A. Event Video Production 1. On- and off -site video production services in Santa Ana for city -produced events including, but not limited to: 4rh of July Celebration, Fiestas Patrias, Santa Ana 5k and Plaza Navidena. 2. This shall include all responsibility for graphics, video roll -ins and all audio/visual needs. B. Social Media Video Production On- and off -site video production services in Santa Ana to produce videos tailored for social media, City TV channel, marketing, website, and internal use. These would be brief videos (30 seconds — 5 minutes), shall include editing for graphics, video roll -ins and all audio/visual needs. C. Additional Meeting Video Production Services 1. City Council meeting video production services beyond the 24 meetings included in the base services listed above. Video production services for other city meetings and functions at City Hall or other city facilities. D. Other Services Not Mentioned 1. In addition to the designated proposal cost categories provided below, Proposers are encouraged to provide cost proposals for services that are not described in this RFP but may be of benefit to the City with regard to video streaming services. RFP No. 20-105 Video Services for GovernmeAd: tnel 3 & Related Services Page 23 of 23 MAYOR Miguel A. Pulido MAYOR PRO TEM Juan Villages COUNCILMEMBERS Phil Bacerra Nelida Mendoza David Penaloza Vicente Sarmiento Jose Solorio CITY OF SANTA ANA FINANCE AND MANAGEMENT SERVICES AGENCY 20 Civic Center Plaza • P.O. Box 1988 Santa Ana, California 92702 714-647-5468 www.santa-ana.org CITY MANAGER Kristine Ridge CITY ATTORNEY Sonia R. Carvalho CLERK OF THE COUNCIL Daisy Gomez VIDEO PRODUCTION OF CITY COUNCIL MEETINGS, OTHER VARIOUS PRODUCTIONS, AND CABLE/VIDEO EQUIPMENT MAINTENANCE RFP 20-105 ADDENDUM NO. 1 July 29, 2020 Notice is hereby given that where applicable, the City of Santa Ana Planning & Building Agency has made certain modifications, additions, and/or deletions, in the specifications to RFP No. 20-105, or reference is made in this Addendum No. 1. NEW SECTION Exhibit B - Bidders shall refer to this Standard Agreement (Sample), referenced throughout the RFP. PROPOSER QUESTIONS AND CITY RESPONSES Q1. The Addendum specifies 7-10 videos and possible lengths of the two subject matters, but not how many of each. In other words, what is the anticipated breakdown of how many videos about Land Use and how many about Development Code? Al. This question is for RFP 20-103 and should be disregarded. Q2. Is the Agreement Statement the same thing as Attachment B: Proposer's Statement? A2. These are two separate items. The Agreement Statement is in reference to the now included Exhibit B-Standard Agreement (Sample). Q3. Does the video production of City Council Meetings (A. Council Meetings) INCLUDE the Spanish - language versions? If not, is this something you would like budgeted as an Add -On? A3. Yes, it includes the Spanish -language version. The Spanish translation is provided through a separate interpreter service contracted with the City. Q4. The RFP bid says the vendor is responsible programing playback. Is the vendor expected to do all the programing for the cable channel? The 24/7 schedule? Youtube? Granicus? Please ask the Public Information Officer to clarify? A4. The bidder is only responsible for the playback on Granicus and YouTube of City Council meetings and any other City meetings for which the bidder provides video services. ALL OTHER TERMS, CONDITIONS, AND SPECIFICATIONS REMAIN UNCHANGED. I��I•Z•]yG1•]•]�N•P1PII�N�iI r MAYOR Miguel A. Pulido MAYOR PRO TEM Juan Villages COUNCILMEMBERS Phil Bacerra Nelida Mendoza David Penaloza Vicente Sarmiento Jose Solorio CITY OF SANTA ANA FINANCE AND MANAGEMENT SERVICES AGENCY 20 Civic Center Plaza • P.O. Box 1988 Santa Ana, California 92702 714-647-5468 www.santa-ana.org CITY MANAGER Kristine Ridge CITY ATTORNEY Sonia R. Carvalho CLERK OF THE COUNCIL Daisy Gomez VIDEO PRODUCTION OF CITY COUNCIL MEETINGS, OTHER VARIOUS PRODUCTIONS, AND CABLE/VIDEO EQUIPMENT MAINTENANCE RFP 20-105 ADDENDUM NO. 2 August 11, 2020 Notice is hereby given that where applicable, the City of Santa Ana Planning & Building Agency has made certain modifications, additions, and/or deletions, in the specifications to RFP No. 20-105, or reference is made in this Addendum No. 2. BID DUE DATE EXTENDED The bid due date has been extended to Wednesday, August 19, 2020 at 4:00 P.M., Pacific Standard Time. PROPOSER QUESTIONS AND CITY RESPONSES Q1. Two questions: There is very little information in the bid about the control room systems, the playback systems, the council chamber system. It only talks about maintenance. Question one: A/V equipment. Is the selected vendor required to do equipment installation, integration, upgrade equipment or systems (when needed). To develop equipment purchase list? Question two: Do you require the proposer to do system troubleshooting, system repair, system alignment and calibration? system design? Al. Yes, the vendor would be required to develop purchase lists, install, integrate and upgrade systems or equipment as needed. Yes, the vendor would do system troubleshooting, system repair, system alignment, calibration and design. Q2. For the Add -On Services at the end of the bid description. Item B. It read "on and off site video production services to produce 30sec -5 min videos. Can you give us some idea of how many per month (or year) you might expect to require from the proposer? It makes it difficult to do a proper bid amount without knowing some rough quantity, how many are you thinking, just some kind of estimate? A2. Approximately 1-2 videos per month could be requested. Please provide an estimated cost per video or hourly rate. Q3. You list add on services at the end of the bid. Item A: list the events: 4th of July, Fiestas Patrias, etc, but it also says not limited to the listed events. Can you give us a general idea of how many additional events? 5-10? 10-20? It makes it hard to bid on this if we don't have an some idea of how many additional events you want produced? A3. In addition to the 4 events listed, we anticipate possibly 4-8 other events could be requested for filming. Please provide an estimated cost per event or hourly rate. Q4. Can you provide a list of equipment the city owns and uses for these purposes -- in other words, what specific equipment will we need to provide operators for? A4. Standard audio and video recording production and post -production equipment including mounted cameras operated from a control room are used. Please see page 21, Exhibit A, Section A of the RFP for additional information. Q5. Is the bidder/vendor expected to use cityfacilities and equipmentforthe entire process of producing every council meeting video? i.e. for production, and post production? A5. Yes, the vendor is expected to use city facilities and equipment for the entire process. Q6. What additional personnel, besides camera operators, does the vendor/bidder need to provide? A6. Please see page 21, Exhibit A, Section A, No. 4 of the RFP. Q7. How many crew members will the bidder/vendor have to supply at each meeting? For example, does the vendor need to supply two camera operators? Three? AT Please see page 21, Exhibit A, Section A, No. 4 of the RFP. We recommend 2-3 crew members, but it will be at the discretion of the contractor to determine best practices. Q8. Can you provide an example of a previously produced City Council meeting video, that has the same general parameters of what will be expected going forward? A8. This is our regular (in -person) meeting: https:Hsantaana.granicus.com/MediaPlaVer.php?view id=2&clip id=2643 This is our temporary current (virtual teleconference) meeting operation: https:Hsantaana.granicus.com/MediaPlayer.PhQ?view id=2&clip id=2857 Q9. Isthe bidder/vendor responsible for anytype of live broadcast of the council meetings? Either online or on television? Or is the vendor only responsible to record, and prepare the meetings for "playback," as indicated? A9. Yes, the vendor will manage the live broadcast of the council meeting online and on television. Q10. How many cameras are used for these meetings? A10. A total of ten cameras are used for City Council meetings. Q11. What is the delivery format of the finished videos? Where does the city host them for viewing by the public (Youtube? Website? What is the delivery platform?)? A11. The videos are shown on YouTube, Granicus and on television on the City's channel, CTV3. ALL OTHER TERMS, CONDITIONS, AND SPECIFICATIONS REMAIN UNCHANGED. END OF ADDENDUM NO. 2 EXHIBIT B CONSULTANT'S PROPOSAL Page 10 of 11 25B-20 REQUEST FOR PROPOSALS (RFP) NO. 20-105 FOR VIDEO PRODUCTION OF CITY COUNCIL MEETINGS, OTHER VARIOUS PRODUCTIONS, AND CABLE/VIDEO EQUIPMENT MAINTENANCE ATTENTION: PAUL EAKINS, CITY MANAGER'S OFFICE CITY OF SANTA ANA CITY MANAGER'S OFFICE Edward Garcia - Producer/Director Dynamic Video Communications Dynamicvideoco.com EDWARD@ ps89media.com 30211 Avenida de las Banderas, Suite 200 Rancho Santa Margarita, CA 92688 (949) 232 3220 We are eminently the most qualified and professional vendor to partner with The City of Santa Ana. DYNAMIC VIDEO COMMunucn novas, uc. 25B-21 SCOPE OF WORK The City of Santa Ana seeks a video production partner(s) who will work collaboratively with the City team on the design, filming, editing, and production of the video communication modules. DVC will be accountable for the following: Project Management: • Ensure alignment with overall project timellne; • Work with The City team to set and track project milestones in accordance with overall timeline; • Provide routine status updates; • Manage costs of time and materials to remain within budget; • Proactively identify and communicate challenges; • Coordinate quality control of all development work and deliverables; and • Provide a single point person to oversee the partnership. • Provide creative direction that incorporates The City brand, utilizes approaches that engage the viewer and ensures consistency across every video produced. • Work with The City team to set the direction for filming, including but not limited to: identifying shot lists based on content narratives, and developing talking points and/or scripts for film participants for interviews and voiceovers where applicable; • Identify and collaboratively design the necessary video, graphic, and sound elements for the video modules; and • Ensure fidelity to the established branding and design throughout the entire video production process. Filming and Editing: • Work with The City team to develop an approach to conducting field shoots; • Prepare on -site locations for filming. Preparations may include, but are not limited to: reviewing shot lists with The City team; scouting the location prior to filming; altering the physical environment and/or adapting the filming approach to ensure minimal disruptions to film participants; • Work with The City specialists to conduct field filming in dynamic environments, including but not limited to, schools„ avenues, street, homes, and work sites, to capture all footage required. • Utilize .mp4 and .mov video formats and 1080 p high definition resolution; • Work with The Clty team to review rough cuts, develop the sequence of video clips, and identify gaps in footage for additional filming; • Edit to final production professional grade copy with absolute attention to detail on all video, graphic, and sound elements; • Upload final edited version to the video hosting site that The City specifies. 25B-22 Council Meetings.: DVC will provide a streaming resource for The City of Santa Ana based on the original RFP. Contractor shall provide production services in live meeting coverage and playback for up to 24 meetings. Production services shall include all responsibility for graphics during the presentations, video roll -ins and all audio/visual needs. The City will provide contact information and reasonable amount of time to train the DVC team. DVC will charge a reasonable hourly rate for the trainees including streaming professional, camera op and graphic to be 100% comfortable stepping in. DVC will also require a full run through. DVC will require to shadow the incumbent. Annual State of the City Address and major events: DVC will provide a full event and management resource at a competitive rate. Contractor shall provide live meeting events including staging, lighting, tents, camera operations, cable running, security, equipment load in and load out. 25B-23 EXHIBIT C COMPENSATION Fee Proposal including hourly rates if applicable Page 11 of 11 25B-24 RATE INFORMATION Content Creation / Video Production —Profile Pieces —One 10 Hour day Shoot TOTAL Per Video Profile.................................................................................................... $5,625.00 Includes: • Producer / Administrator / Director / Creative • Videographer / Equipment: Two Cameras, Lights, Audio, Drives & expendables • Gaffer / 2nd Camera Op • Complete Post Production, Drives, Storage, Grade and Mixing Content Creation / Video Production — Capturing an Event — One 10 Hour day Shoot TOTAL Per Video Profile.................................................................................................... $2,905.00 Includes: • Producer / Coordinator / Director • Videographer / Equipment: Two Cameras, Lights, Audio, Drone, Drives & expendables • Gaffer / 2nd Camera Op • No editing Video Production — Capturing On -Camera Testimonial - 1/2 day Shoot TOTALPer Video............................................................................................................. $3,400.00 Includes: • Producer / Coordinator / Director • Videographer / Equipment: Two Camera, Lights, Audio, Drives & expendables • Gaffer / 2nd Camera Op • Make Up and Hair • Complete Post Production, Drives, Storage, Grade and Mixing • Does not include Teleprompter —(add 650.00 If the resource is required) Council Meetings Resource TOTALPer Meeting........................................................................................................ $4,100.00 Includes: • Streaming Professionals / Director / Robotic Camera op • 8 Hour Day • Does not include training. 25B-25 Video Production, Staging, Streaming —Annual State of the City Address TOTALProduction.............................................................................................................. $5,925.00 Includes: • Producer / Coordinator / Director / Scouting Location / Event planning • Videographer / Equipment: Two Camera, Lights, Audio, Drives & expendables • Gaffer • Electrical • Streaming • Does not include Editing • Does not include Teleprompters —(add 650.00 per prompter if the resource is required) • Does not include Staging / Stage Lighting / Audio Speakers / Projectors / Audio taps / Mixers / • Microphones / pre planning with the stage company / etc. Video Production, Studio Location TOTALProduction.......................................................................................................... $3,325.00 Includes: • Producer / Coordinator / Director • Videographer / Cameras & expendables • Gaffer • Full Day of Stage in Santa Ana • Does not include Streaming capabilities • Does not include Teleprompter —(add 650.00 If the resource is required) • Does not include Make up / Hair —(add 450.00 If the resource is required) Other Services Not Mentioned Digital Drive / Storage per Project.............................................................................. $100.00 Each Script Writer / Outline......................................................................................... $120.00 Per Hour Streaming Professional...................................................................................... $155.00 Per Hour Streaming Professional in Training......................................................................... $125.00 Per Hour Producer / Coordinator / Client Management............................................................. $85.00 Per Hour Script Writer / Outline......................................................................................... $150.00 Per Hour Animation........................................................................................................ $150.00 Per Hour Graphic Artist..................................................................................................... $90.00 Per Hour Storyboard........................................................................................................................ $85.00 Per hour 25B-26 AGREEMENT TO PROVIDE VIDEO PRODUCTION SERVICES FOR THE CITY OF SANTA ANA THIS AGREEMENT is made and entered into on this 15a' day of December, 2020 by and between IPTV International, Inc., a California corporation, dba TV Pro Gear ("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 video production services on an as needed basis. 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 On an on -call basis, and at the City's sole discretion, Consultant shall perform the services described in the scope of work that was included in RFP No. 20-105 for video production services, which is attached as Exhibit A, and as more specifically delineated in Consultant's proposal, which is attached as Exhibit B and incorporated in full. Consultant shall not be compensated for any services rendered in connection with its performance of this Agreement, unless such additional services are authorized in advance and in writing by the City. 2. COMPENSATION a. City neither warrants nor guarantees any minimum or maximum compensation to Consultant under this Agreement. Consultant shall be paid only for actual services performed under this Agreement at the rates and charges identified in Exhibit C. Consultant is one of three (3) consultants selected to provide video production services on an on -call basis under REP 20-105. The total compensation for these services provided by all such consultants selected under RFP 20-105 shall not exceed the amount of six hundred thousand dollars ($600,000.00) during, the term of this Agreement, including any extension periods exercised under Section 3. This sum shall be comprised of the shared aggregate amount of two hundred thousand dollars ($200,000.00) annually during the term of the Agreement, including any extension periods. Page 1 of 11 25B-27 b. Payment by City shall be made within 45 days (forty-five) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work, which fails to meet the standards of performance set forth in the Recitals, which may reasonably be expected by City. 3. TERM This Agreement shall commence on January 1, 2021 and terminate on December 31, 2022, with the option for the City to grant up to a one (1) year renewal, 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 Page 2 of 11 25B-28 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. Where the amounts or coverage provided by the certificates of insurance provides coverage greater than those listed by this Agreement, the amounts provided by the certificates of insurance shall be incorporated by reference into the Agreement. V. Consultant shall supply City with a fully executed additional insured endorsement. f. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to Page 3 of 11 25B-29 indemnify the City for any work performed prior to approval of insurance by the City. 7. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 8. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 9. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. Page 4 of 11 25B-30 10. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 12. NON-DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. Page 5 of 11 25B-31 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 that are the subject to this Agreement performed by City personnel or by other consultants retained by City. 15. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the City Manager 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 that fails to meet the standard of performance specified in the Recitals of this Agreement. 16. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 17. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 18. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and Page 6 of 11 25B-32 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. 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: City Manager City of Santa Ana 20 Civic Center Plaza (M-) P.O. Box 1988 Santa Ana, California 92702 To Consultant: TV Pro Gear, Inc. 1630 Flower Street Glendale, California 91201 Telephone (818) 246-7100 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 Page 7 of 11 25B-33 deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Daisy Gomez Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney BY: Ill Jose Montoya Deputy City Attorney CITY OF SANTA ANA Kristine Ridge City Manager CONSULTANT: �600D� Scott Donovan Vice President Page 8 of I I EXHIBIT A SCOPE OF SERVICES Page 9 of 10 25B-35 REQUEST FOR PROPOSALS (RFP) NO. 20-105 FOR VIDEO PRODUCTION OF CITY COUNCIL MEETINGS, OTHER VARIOUS PRODUCTIONS, AND CABLENIDEO EQUIPMENT MAINTENANCE CITY OF SANTA ANA CITY MANAGER'S OFFICE Paul Eakins City Manager's Office Phone: (714) 647-5200 Email: peakins(a)santa-ana.org KEY RFP DATES: The schedule below is tentative and subject to change at the discretion of City, with appropriate notice to prospective Proposers. Issue Date: Deadline for Questions about RFP: Proposal Due Date: Review of Proposals: Projected Award Date: Projected Start Date: July 21, 2020 July 31, 2020 August 14, 2020, by 4:00 PM August 17 — 20, 2020 September 15, 2020 October 1, 2020 v CITY OF SANT ANA EXHIBIT A CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR VIDEO PRODUCTION OF CITY COUNCIL MEETINGS, OTHER VARIOUS PRODUCTIONS, AND CABLE/VIDEO EQUIPMENT MAINTENANCE SCOPE OF SERVICES A. Council Meetings The City of Santa Ana provides the control room equipment, cameras and equipment located inside the Council Chambers to record and broadcast the City Council meetings, including computers and other video production equipment. Contractor will serve as Producer/Administrator for City of Santa Ana City Council meetings. Duties will include hiring and supervising video production staff. Contractor shall provide production services in live meeting coverage and playback for up to twenty-four (24) meetings, including City Council meetings held the first and third Tuesdays of the month, and various additional meetings as selected by the Clerk of the Council and/or City Manager. Production services shall include all responsibility for graphics during the presentations, video roll -ins and all audio/visual needs. Additionally, Contractor shall provide technical assistance for city production crews and staff. Services shall include: 1. Serve as Video Producer for all council meetings and cable -casting events in council chambers. 2. Maintain open communications with the Public Affairs Information Officer and Clerk of the Council office for special needs or changes pertinent to the agenda for each council meeting. 3. Communicate and confirm with the Public Affairs Information Officer regarding council meeting coverage and playback related to the city channel. Report technical playback and council meeting technical issues and remedies to the PAID. 4. Provide, hire and supervise all video production crew and staff which will include Director, Camera Robotics Operator, Audio Operator, Graphics Designer and Playback Operator. These positions may be consolidated in one person. 5. Schedule video production staff. Pre -arrange and notify crew of video productions and changes. 6. Provide maintenance of playback equipment located in City Hall as necessary for City Council meeting. 7. Provide for office administration and payroll for video production crew and playback. 8. Provide and be responsible for all production staff training and hands-on use of equipment for video crews. 9. Direct communication with City Council members and Clerk of the Council. 10. Review any needs or concerns related to production request: includes PowerPoint, overheads, video roll -ins and presentations, review cueing system, proper use of microphones for Council. RFP No. 20-105 Video Services for Governme�99_silrnel 3 & Related Services Page 21 of 23 v CITY OF SANT ANA 11. Arrange for and design overall look and style of productions. 12. Arrange for input of council graphics prior to the meeting. Run a spell check. Arrange for graphics to state replays during the meeting, approximately every 30 minutes during program. 13. Access to Analytical Data — Contractor will provide access to the analytical data related to the usage of the video streaming service by the public. Analytics shall include the quantity of persons viewing video streams and archived videos. 14. Video streaming services that integrate with Facebook Live, YouTube Live, or similar social media platforms. B. Annual State of the City Address Contractor shall produce the mayor's state of the city address, including: 1. Hiring and supervising crew for camera operations, audio mixing, cable running, equipment load in and load out. 2. Directing the show for video. 3. Renting all needed video equipment and editing the finished video for playback. C. Cable/Video Equipment Maintenance 1. Confer with the Public Affairs Information Officer to evaluate needs and supervise maintenance activity of all city owned audio/video facilities. Said facilities include, but are not limited to, City Hall, recreation centers, senior centers, Stadium, Soccer fields. Etc. 2. Review and make recommendation for the repair and /or replacement of said audio/video facilities. 3. Design layout of electrical circuitry for existing and /or acquired audio/video equipment. 4. Ensure compliance with local, state, and federal safety codes and regulations. 5. Establish and maintain equipment log and data base to keep inventory and records of maintenance and to track equipment performance. 6. Help establish and enforce Agency wide policies for equipment use. Provide operation instruction for staff. 7. Conduct regular security checks on the City's production equipment. 8. Prepare preventative maintenance schedules and execute said maintenance on a routine basis. 9. Supervise annual asset inventories and tagging of new assets, as needed. 10.Coordinate equipment repair with outside agencies. 11.Coordinate acquisition of new production equipment. 12. Facilitate and supervise use of facilities or equipment by outside agencies, persons, other City employees or cable franchisee staff. 13. Facilitate completion of production services requested by City staff (including making dubs, editing and shooting videos, setting up equipment, delivering equipment, setting up operating facilities as needed.) RFP No. 20-105 Video Services for Governme / s= QI nnel 3 & Related Services Page 22 of 23 v CITY OF SANT ANA 14. Provide updates to Public Affairs Information Officer and/or assigned staff on progress of equipment installation, maintenance, building projects and anticipated completion dates. 15.Assist City Clerk and other staff on use of Council Chambers: video, audio, lighting, PowerPoint. Elmo or other technical needs. D. Training and Support Initial Training - Contractor shall provide a training program (remotely or in -person) to a group of up to eight (8) City staff members. Training shall be conducted before the video streaming and archive system is officially commissioned. Training shall describe the roles and responsibilities of the Contractor in providing the video streaming service. Training shall identify how City Staff can identify and rectify minor problems that may arise in the rollout of the video streaming services. Contact — Contractor shall provide a main point of contact for City Staff. The main point of contact shall have a thorough understanding of the video streaming system and be capable of troubleshooting problems remotely with City Staff who may not be experts in video and audio technology. A. Event Video Production 1. On- and off -site video production services in Santa Ana for city -produced events including, but not limited to: 4rh of July Celebration, Fiestas Patrias, Santa Ana 5k and Plaza Navidena. 2. This shall include all responsibility for graphics, video roll -ins and all audio/visual needs. B. Social Media Video Production On- and off -site video production services in Santa Ana to produce videos tailored for social media, City TV channel, marketing, website, and internal use. These would be brief videos (30 seconds — 5 minutes), shall include editing for graphics, video roll -ins and all audio/visual needs. C. Additional Meeting Video Production Services 1. City Council meeting video production services beyond the 24 meetings included in the base services listed above. Video production services for other city meetings and functions at City Hall or other city facilities. D. Other Services Not Mentioned 1. In addition to the designated proposal cost categories provided below, Proposers are encouraged to provide cost proposals for services that are not described in this RFP but may be of benefit to the City with regard to video streaming services. RFP No. 20-105 Video Services for Governme / s= QI nnel 3 & Related Services Page 23 of 23 MAYOR Miguel A. Pulido MAYOR PRO TEM Juan Villegas COUNCILMEMBERS Phil Bacerra Nelida Mendoza David Penaloza Vicente Sarmiento Jose Solorio CITY OF SANTA ANA FINANCE AND MANAGEMENT SERVICES AGENCY 20 Civic Center Plaza • P.O. Box 1988 Santa Ana, California 92702 714-647-5468 w .santa-ana.ora CITY MANAGER Kristine Ridge CITY ATTORNEY Sonia R. Carvalho CLERK OF THE COUNCIL Daisy Gomez VIDEO PRODUCTION OF CITY COUNCIL MEETINGS, OTHER VARIOUS PRODUCTIONS, AND CABLE/VIDEO EQUIPMENT MAINTENANCE RFP 20-105 ADDENDUM NO. 1 July 29, 2020 Notice is hereby given that where applicable, the City of Santa Ana Planning & Building Agency has made certain modifications, additions, and/or deletions, in the specifications to RFP No. 20-105, or reference is made in this Addendum No. 1. NEW SECTION Exhibit B - Bidders shall refer to this Standard Agreement (Sample), referenced throughout the RFP. PROPOSER QUESTIONS AND CITY RESPONSES Q1. The Addendum specifies 7-10 videos and possible lengths of the two subject matters, but not how many of each. In other words, what is the anticipated breakdown of how many videos about Land Use and how many about Development Code? Al. This question is for RFP 20-103 and should be disregarded. Q2. Is the Agreement Statement the same thing as Attachment B: Proposer's Statement? A2. These are two separate items. The Agreement Statement is in reference to the now included Exhibit B-Standard Agreement (Sample). Q3. Does the video production of City Council Meetings (A. Council Meetings) INCLUDE the Spanish - language versions? If not, is this something you would like budgeted as an Add -On? A3. Yes, it includes the Spanish -language version. The Spanish translation is provided through a separate interpreter service contracted with the City. Q4. The RFP bid says the vendor is responsible programing playback. Is the vendor expected to do all the programing for the cable channel? The 24/7 schedule? Youtube? Granicus? Please ask the Public Information Officer to clarify? A4. The bidder is only responsible for the playback on Granicus and YouTube of City Council meetings and any other City meetings for which the bidder provides video services. ALL OTHER TERMS, CONDITIONS, AND SPECIFICATIONS REMAIN UNCHANGED. I=1ZU]G]y_11]1]=1ZBill IT, IZ[a]% r� -'1 MAYOR Miguel A. Pulido MAYOR PRO TEM Juan Villages COUNCILMEMBERS Phil Bacerra Nelida Mendoza David Penaloza Vicente Sarmiento Jose Solorio CITY OF SANTA ANA FINANCE AND MANAGEMENT SERVICES AGENCY 20 Civic Center Plaza • P.O. Box 1988 Santa Ana, California 92702 714-647-5468 w .santa-ana.ora CITY MANAGER Kristine Ridge CITY ATTORNEY Sonia R. Carvalho CLERK OF THE COUNCIL Daisy Gomez VIDEO PRODUCTION OF CITY COUNCIL MEETINGS, OTHER VARIOUS PRODUCTIONS, AND CABLE/VIDEO EQUIPMENT MAINTENANCE RFP 20-105 ADDENDUM NO. 2 August 11, 2020 Notice is hereby given that where applicable; the City of Santa Ana Planning & Building Agency has made certain modifications, additions, and/or deletions, in the specifications to RFP No. 20-105, or reference is made in this Addendum No. 2. BID DUE DATE EXTENDED The bid due date has been extended to Wednesday, August 19, 2020 at 4:00 P.M., Pacific Standard Time. PROPOSER QUESTIONS AND CITY RESPONSES Q1. Two questions: There is very little information in the bid about the control room systems, the playback systems, the council chamber system. It only talks about maintenance. Question one: A/V equipment. Is the selected vendor required to do equipment installation, integration, upgrade equipment or systems (when needed). To develop equipment purchase list? Question two: Do you require the proposer to do system troubleshooting, system repair, system alignment and calibration? system design? A1. Yes, the vendor would be required to develop purchase lists, install, integrate and upgrade systems or equipment as needed. Yes, the vendor would do system troubleshooting, system repair, system alignment, calibration and design. Q2. For the Add -On Services at the end of the bid description. Item B. It read "on and off site video production services to produce 30sec -5 min videos. Can you give us some idea of how many per month (or year) you might expect to require from the proposer? It makes it difficult to do a proper bid amount without knowing some rough quantity, how many are you thinking, just some kind of estimate? A2. Approximately 1-2 videos per month could be requested. Please provide an estimated cost per video or hourly rate. Q3. You list add on services at the end of the bid. Item A: list the events: 4th of July, Fiestas Patrias, etc, but it also says not limited to the listed events. Can you give us a general idea of how many additional events? 5-10? 10-20? It makes it hard to bid on this if we don't have an some idea of how many additional events you want produced? :89 T, A3. In addition to the 4 events listed, we anticipate possibly 4-8 other events could be requested for filming. Please provide an estimated cost per event or hourly rate. Q4. Can you provide a list of equipment the city owns and uses for these purposes -- in other words, what specific equipment will we need to provide operators for? A4. Standard audio and video recording production and post -production equipment including mounted cameras operated from a control room are used. Please see page 21, Exhibit A, Section A of the RFP for additional information. Q5. Is the bidder/vendor expected to use city facilities and equipment for the entire process of producing every council meeting video? i.e. for production, and post production? A5. Yes, the vendor is expected to use city facilities and equipment for the entire process. Q6. What additional personnel, besides camera operators, does the vendor/bidder need to provide? A6. Please see page 21, Exhibit A, Section A, No. 4 of the RFP. Q7. How many crew members will the bidder/vendor have to supply at each meeting? For example, does the vendor need to supply two camera operators? Three? AT Please see page 21, Exhibit A, Section A, No. 4 of the RFP. We recommend 2-3 crew members, but it will be at the discretion of the contractor to determine best practices. Q8. Can you provide an example of a previously produced City Council meeting video, that has the same general parameters of what will be expected going forward? A8. This is our regular (in -person) meeting: https:Hsantaana.qranicus.com/MediaPlaVer.php?view id=2&clip id=2643 This is our temporary current (virtual teleconference) meeting operation: https:Hsantaana.qranicus.com/MediaPlayer.Qhp?view id=2&clip id=2857 Q9. Is the bidder/vendor responsible for any type of live broadcast of the council meetings? Either online or on television? Or is the vendor only responsible to record, and prepare the meetings for "playback," as indicated? A9. Yes, the vendor will manage the live broadcast of the council meeting online and on television. Q10. How many cameras are used for these meetings? A10. A total of ten cameras are used for City Council meetings. Q11. What is the delivery format of the finished videos? Where does the city host them for viewing by the public (Youtube? Website? What is the delivery platform?)? A11. The videos are shown on YouTube, Granicus and on television on the City's channel, CTV3. ALL OTHER TERMS, CONDITIONS, AND SPECIFICATIONS REMAIN UNCHANGED. END OF ADDENDUM NO. 2 EXHIBIT B CONSULTANT'S PROPOSAL Page 10 of 10 25B-43 ry P GEAR Equlp n[ , Y e and Inmgratlon TVPG agrees to provide video productions service and video systems technical support to CSA as listed below. There are four types of video services: 1. Public Service Announcements typically shot by TVPG with one camera and lasting two to five minutes in length. These videos are then edited by TVPG with titles and music added as required. Hereinafter referred to as PSA. 2. Special Event Videos typically shot with three cameras to four cameras. These events are cut on the fly and lived streamed to the Internet and/or recorded for later playout. 2a - live streamed and no post production, hereinafter referred to as SEVa 2b - live streamed and editing after live event for later usage hereinafter referred to as SEVb 3. Providing staff to produce and shoot city council meetings using CSA's equipment. This will include preparation to coordinate with council staff prior to the meeting. Hereinafter referred to as CCM. 4. Providing technical support and repairs to ensure that CSA's video system works properly. Hereinafter referred to as TSR. PRICING/RATES PSA - $2,500 to $5,000. The rate will vary depending upon how long the PSA will take to shoot and edit. In all cases, prior to shooting the video, TVPG will quote a fixed price within the budgeting range for approval by CSA's designated staff member. SEV - $7,000 to $12,000. The rate will vary depending upon the length of the shoot, how many cameras are required to properly cover the shoot and it post production is required. In all cases, prior to shooting the video, TVPG will quote a fixed price within the budgeting range for approval by CSA's designated staff member. CCM - $2,000 to $4000. The rate will vary depending upon how much pre -production is required and if post -production is required. In all cases, prior to shooting the video, TVPG will quote a fixed price within the budgeting range for approval by CSA's designated staff member. TSR - $1,000 per month. This rate includes up to six hours of support monthly. If more than six hours is required, TVPG will bill its services at the rate of $150/hr. These prices do not include parts and third -party repairs if required. 1630 Flower Street Glendale ♦ CA ♦ 91201 ♦ (818) 246-7100 ♦ www.tvprogear.corn 25B-44 AGREEMENT TO PROVIDE VIDEO PRODUCTION SERVICES FOR THE CITY OF SANTA ANA THIS AGREEMENT is made and entered into on this 15s' day of December, 2020 by and between Thomas Bystry doing business as Video Engineering Services ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of video production services on an as needed basis. 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 On an on -call basis, and at the City's sole discretion, Consultant shall perform the services described in the scope of work that was included in RFP No. 20-105 for video production services, which is attached as Exhibit A, and as more specifically delineated in Consultant's scope of work, which is attached as Exhibit B and incorporated in full. Consultant shall not be compensated for any services rendered in connection with its performance of this Agreement, unless such additional services are authorized in advance and in writing by the City. 2. COMPENSATION a. City neither warrants nor guarantees any minimum or maximum compensation to Consultant under this Agreement. Consultant shall be paid only for actual services performed under this Agreement at the rates and charges identified in Exhibit B. Consultant is one of three (3) consultants selected to provide video production services on an on -call basis under RFP 20-105. The total compensation for these services provided by all such consultants selected under RFP 20-105 shall not exceed the amount of six hundred thousand dollars ($600,000.00) during, the term of this Agreement, including any extension periods exercised under Section 3. This sum shall be comprised of the shared aggregate amount of two hundred thousand dollars ($200,000.00) annually during the term of the Agreement, including any extension periods. Page I of I 1 25B-45 b. Payment by City shall be made within 45 days (forty-five) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work, which fails to meet the standards of performance set forth in the Recitals, which may reasonably be expected by City. 3. TERM This Agreement shall commence on January 1, 2021 and terminate on December 31, 2022, with the option for the City to grant up to a one (1) year renewal, 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 Page 2 of 11 25B-46 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 famished to the City upon execution of this Agreement and shall be approved by the City. iii. Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. iv. Where the amounts or coverage provided by the certificates of insurance provides coverage greater than those listed by this Agreement, the amounts provided by the certificates of insurance shall be incorporated by reference into the Agreement. V. Consultant shall supply City with a fully executed additional insured endorsement. f. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to Page 3 of 1 l 25B-47 indemnify the City for any work performed prior to approval of insurance by the City. 7. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and bold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 8. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 9. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. Page 4 of 11 10. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 12. NON-DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. Page 5 of I 1 25B-49 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 that are the subject to this Agreement performed by City personnel or by other consultants retained by City. 15. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of tetmination. 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 City Manager 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 that fails to meet the standard of performance specified in the Recitals of this Agreement. 16. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 17. JURISDICTION -VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 18. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and Page 6 of I 1 25B-50 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. 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: City Manager City of Santa Ana 20 Civic Center Plaza (M-) P.O. Box 1988 Santa Ana, California 92702 To Consultant: Video Engineering Services Attention: Thomas E. Bystry, Owner/President 915 Wycliffe Irvine, California 92602 videootb(aaol.com Telephone: (714) 366-4666 Page 7 of 11 25B-51 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Daisy Gomez Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney 0 �. M; Jose Montoya Deputy City Attorney CITY OF SANTA ANA Kristine Ridge City Manager CONSULTANT: Thomas E. Bystry Owner/President Page 8 of 1 i 25B-52 EXHIBIT A SCOPE OF SERVICES Page 9 of 10 25B-53 REQUEST FOR PROPOSALS (RFP) NO. 20-105 1&10 VIDEO PRODUCTION OF CITY COUNCIL MEETINGS, OTHER VARIOUS PRODUCTIONS, AND CABLE/VIDEO EQUIPMENT MAINTENANCE CITY OF SANTA ANA CITY MANAGER'S OFFICE Paul Eakins City Manager's Office Phone: (714) 647-5200 Email: peakins(.&santa-ana.org KEY RFP DATES: The schedule below is tentative and subject to change at the discretion of City, with appropriate notice to prospective Proposers. Issue Date: Deadline for Questions about RFP: Proposal Due Date: Review of Proposals: Projected Award Date: Projected Start Date: July 21, 2020 July 31, 2020 August 14, 2020, by 4.00 PM August 17 — 20, 2020 September 15, 2020 October 1. 2020 (a CITY OF SANT ANA EXHIBIT A CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR VIDEO PRODUCTION OF CITY COUNCIL MEETINGS, OTHER VARIOUS PRODUCTIONS, AND CABLENIDEO EQUIPMENT MAINTENANCE SCOPE OF SERVICES A. Council Meetings The City of Santa Ana provides the control room equipment, cameras and equipment located inside the Council Chambers to record and broadcast the City Council meetings, including computers and other video production equipment. Contractor will serve as Producer/Administrator for City of Santa Ana City Council meetings. Duties will include hiring and supervising video production staff. Contractor shall provide production services in live meeting coverage and playback for up to twenty-four (24) meetings, including City Council meetings held the first and third Tuesdays of the month, and various additional meetings as selected by the Clerk of the Council and/or City Manager. Production services shall include all responsibility for graphics during the presentations, video roll -ins and all audio/visual needs. Additionally, Contractor shall provide technical assistance for city production crews and staff. Services shall include: 1. Serve as Video Producer for all council meetings and cable -casting events in council chambers. 2. Maintain open communications with the Public Affairs Information Officer and Clerk of the Council office for special needs or changes pertinent to the agenda for each council meeting. 3. Communicate and confirm with the Public Affairs Information Officer regarding council meeting coverage and playback related to the city channel. Report technical playback and council meeting technical issues and remedies to the PAIO. 4. Provide, hire and supervise all video production crew and staff which will include Director, Camera Robotics Operator, Audio Operator, Graphics Designer and Playback Operator. These positions may be consolidated in one person. 5. Schedule video production staff. Pre -arrange and notify crew of video productions and changes. 6. Provide maintenance of playback equipment located in City Hall as necessary for City Council meeting. 7. Provide for office administration and payroll for video production crew and playback. 8. Provide and be responsible for all production staff training and hands-on use of equipment for video crews. 9. Direct communication with City Council members and Clerk of the Council. 10. Review any needs or concerns related to production request: includes PowerPoint, overheads, video roll -ins and presentations, review cueing system, proper use of microphones for Council. RFP No. 20-105 Video Services for Government Access Channel 3 & Related Services Page 21 of 23 25B-55 CITY OF SANT ANA 11. Arrange for and design overall look and style of productions. 12. Arrange for input of council graphics prior to the meeting. Run a spell check. Arrange for graphics to state replays during the meeting, approximately every 30 minutes during program. 13. Access to Analytical Data — Contractor will provide access to the analytical data related to the usage of the video streaming service by the public. Analytics shall include the quantity of persons viewing video streams and archived videos. 14. Video streaming services that integrate with Facebook Live, YouTube Live, or similar social media platforms. B. Annual State of the City Address Contractor shall produce the mayor's state of the city address, including: Hiring and supervising crew for camera operations, audio mixing, cable running, equipment load in and load out. 2. Directing the show for video. 3. Renting all needed video equipment and editing the finished video for playback. C. CableNideo Equipment Maintenance 1. Confer with the Public Affairs Information Officer to evaluate needs and supervise maintenance activity of all city owned audio/video facilities. Said facilities include, but are not limited to, City Hall, recreation centers, senior centers, Stadium, Soccer fields. Etc. 2. Review and make recommendation for the repair and /or replacement of said audio/video facilities. 3. Design layout of electrical circuitry for existing and /or acquired audio/video equipment. 4. Ensure compliance with local, state, and federal safety codes and regulations. 5. Establish and maintain equipment log and data base to keep inventory and records of maintenance and to track equipment performance. 6. Help establish and enforce Agency wide policies for equipment use. Provide operation instruction for staff. 7. Conduct regular security checks on the City's production equipment. 8. Prepare preventative maintenance schedules and execute said maintenance on a routine basis. 9. Supervise annual asset inventories and tagging of new assets, as needed. 10.Coordinate equipment repair with outside agencies. 11.Coordinate acquisition of new production equipment. 12.Facilitate and supervise use of facilities or equipment by outside agencies, persons, other City employees or cable franchisee staff. 13.Facilitate completion of production services requested by City staff (including making dubs, editing and shooting videos, setting up equipment, delivering equipment, setting up operating facilities as needed.) RFP No. 20-105 Video Services for Governmencg% Ch lnel 3 & Related Services Page 22 of 23 (9) CITY OF SANT ANA 14.Provide updates to Public Affairs Information Officer and/or assigned staff on progress of equipment installation, maintenance, building projects and anticipated completion dates. 15.Assist City Clerk and other staff on use of Council Chambers: video, audio, lighting, PowerPoint, Elmo or other technical needs. D. Training and Support 1. Initial Training - Contractor shall provide a training program (remotely or in -person) to a group of up to eight (8) City staff members. Training shall be conducted before the video streaming and archive system is officially commissioned. Training shall describe the roles and responsibilities of the Contractor in providing the video streaming service. Training shall identify how City Staff can identify and rectify minor problems that may arise in the rollout of the video streaming services. 2. Contact — Contractor shall provide a main point of contact for City Staff. The main point of contact shall have a thorough understanding of the video streaming system and be capable of troubleshooting problems remotely with City Staff who may not be experts in video and audio technology. A. Event Video Production 1. On- and off -site video production services in Santa Ana for city -produced events including, but not limited to: 41 of July Celebration, Fiestas Patrias, Santa Ana 5k and Plaza Navidena. 2. This shall include all responsibility for graphics, video roll -ins and all audio/visual needs. B. Social Media Video Production 1. On- and off -site video production services in Santa Ana to produce videos tailored for social media, City TV channel, marketing, website, and internal use. These would be brief videos (30 seconds — 5 minutes), shall include editing for graphics, video roll -ins and all audio/visual needs. C. Additional Meeting Video Production Services 1. City Council meeting video production services beyond the 24 meetings included in the base services listed above. Video production services for other city meetings and functions at City Hall or other city facilities. D. Other Services Not Mentioned 1. In addition to the designated proposal cost categories provided below, Proposers are encouraged to provide cost proposals for services that are not described in this RFP but may be of benefit to the City with regard to video streaming services. RFP No. 20-105 Video Services for Government Access Channel 3 & Related Services Page 23 of 23 25B-57 MAYOR Miguel A. Pulido MAYOR PRO TEM Juan Villegas COUNCILMEMBERS Phil Bacerra Nelida Mendoza David Penaloza Vicente Sarmiento Jose Solorio CITY OF SANTA ANA FINANCE AND MANAGEMENT SERVICES AGENCY 20 Civic Center Plaza • P.O. Box 1988 Santa Ana, California 92702 714-6475468 w .santa-ana.ora CITY MANAGER Kristine Ridge CITY ATTORNEY Sonia R. Carvalho CLERK OF THE COUNCIL Daisy Gomez VIDEO PRODUCTION OF CITY COUNCIL MEETINGS, OTHER VARIOUS PRODUCTIONS, AND CABLE/VIDEO EQUIPMENT MAINTENANCE RFP 20-105 ADDENDUM NO. 1 July 29, 2020 Notice is hereby given that where applicable: the City of Santa Ana Planning & Building Agency has made certain modifications, additions, and/or deletions, in the specifications to RFP No. 20-105, or reference is made in this Addendum No. 1. NEW SECTION Exhibit B - Bidders shall refer to this Standard Agreement (Sample), referenced throughout the RFP. PROPOSER QUESTIONS AND CITY RESPONSES Q1. The Addendum specifies 7-10 videos and possible lengths of the two subject matters, but not how many of each. In other words, what is the anticipated breakdown of how many videos about Land Use and how many about Development Code? Al. This question is for RFP 20-103 and should be disregarded. Q2. Is the Agreement Statement the same thing as Attachment B: Proposer's Statement? A2. These are two separate items. The Agreement Statement is in reference to the now included Exhibit BStandard Agreement (Sample). Q3. Does the video production of City Council Meetings (A. Council Meetings) INCLUDE the Spanish - language versions? If not, is this something you would like budgeted as an Add -On? A3. Yes, it includes the Spanish -language version. The Spanish translation is provided through a separate interpreter service contracted with the City. Q4. The RFP bid says the vendor is responsible programing playback. Is the vendor expected to do all the programing for the cable channel? The 2417 schedule? Youtube? Granicus? Please ask the Public Information Officer to clarify? A4. The bidder is only responsible for the playback on Granicus and YouTube of City Council meetings and any other City meetings for which the bidder provides video services. ALL OTHER TERMS, CONDITIONS, AND SPECIFICATIONS REMAIN UNCHANGED. END OF ADDENDUM NO. 1 91Yf98 MAYOR Miguel A. Pulido MAYOR PRO TEM Juan Villegas COUNCILMEMBERS Phil Bacerra Nelida Mendoza David Penaloza Vicente Sarmiento Jose solorio CITY OF SANTA ANA FINANCE AND MANAGEMENT SERVICES AGENCY 20 Civic Center Plaza . P.O. Box 1988 Santa Ana, California 92702 714-647b168 WWW.santa-ana.ora CITY MANAGER Kristine Ridge CITY ATTORNEY Sonia R. Carvalho CLERK OF THE COUNCIL Daisy Gomez VIDEO PRODUCTION OF CITY COUNCIL MEETINGS, OTHER VARIOUS PRODUCTIONS, AND CABLEIVIDEO EQUIPMENT MAINTENANCE RFP 20-105 ADDENDUM NO. 2 August 11, 2020 Notice is hereby given that where applicable; the City of Santa Ana Planning & Building Agency has made certain modifications, additions, and/or deletions, in the specifications to RFP No. 20-105, or reference is made in this Addendum No. 2. BID DUE DATE EXTENDED The bid due date has been extended to Wednesday, August 19, 2020 at 4:00 P.M., Pacific Standard Time. PROPOSER QUESTIONS AND CITY RESPONSES Q1. Two questions: There is very little information in the bid about the control room systems, the playback systems, the council chamber system. It only talks about maintenance. Question one: A/V equipment. Is the selected vendor required to do equipment installation, integration, upgrade equipment or systems (when needed). To develop equipment purchase list? Question two: Do you require the proposer to do system troubleshooting, system repair, system alignment and calibration? system design? Al. Yes, the vendor would be required to develop purchase lists, install, integrate and upgrade systems or equipment as needed. Yes, the vendor would do system troubleshooting, system repair, system alignment, calibration and design. Q2. For the Add -On Services at the end of the bid description. Item B. It read "on and off site video production services to produce 30sec -5 min videos. Can you give us some idea of how many per month (or year) you might expect to require from the proposer? It makes it difficult to do a proper bid amount without knowing some rough quantity, how many are you thinking, just some kind of estimate? A2. Approximately 1-2 videos per month could be requested. Please provide an estimated cost per video or hourly rate. Q3. You list add on services at the end of the bid. Item A: list the events: 4th of July, Fiestas Patrias, etc, but it also says not limited to the listed events. Can you give us a general idea of how many additional events? 5-10? 10-20? It makes it hard to bid on this if we don't have an some idea of how many additional events you want produced? 2 agg1of J9 A3. In addition to the 4 events listed, we anticipate possibly 4-8 other events could be requested for filming. Please provide an estimated cost per event or hourly rate. Q4. Can you provide a list of equipment the city owns and uses for these purposes -- in other words, what speck equipment will we need to provide operators for? A4. Standard audio and video recording production and post -production equipment including mounted cameras operated from a control room are used. Please see page 21, Exhibit A, Section A of the RFP for additional information. Q5. Is the biddertvendor expected to use city facilities and equipment for the entire process of producing every council meeting video? i.e. for production, and post production? A5. Yes, the vendor is expected to use city facilities and equipment for the entire process. 06. What additional personnel, besides camera operators, does the vendor/bidder need to provide? A& Please see page 21, Exhibit A, Section A, No. 4 of the RFP. Q7. How many crew members will the bidder/vendor have to supply at each meeting? For example, does the vendor need to supply two camera operators? Three? AT Please see page 21, Exhibit A, Section A, No. 4 of the RFP. We recommend 2-3 crew members, but it will be at the discretion of the contractor to determine best practices. Q8. Can you provide an example of a previously produced City Council meeting video, that has the same general parameters of what will be expected going forward? A8. This is our regular (in -person) meeting: https://santaana.granicus.com/MediaPlayer.php?view id=2&clip id=2643 This is our temporary current (virtual teleconference) meeting operation: https://santaana.cranicus.com/MediaPlayer.php?view id=2&clip id=2857 Q9. Is the bidder/vendor responsible for any type of live broadcast of the council meetings? Either online or on television? Or is the vendor only responsible to record, and prepare the meetings for "playback," as indicated? A9. Yes, the vendor will manage the live broadcast of the council meeting online and on television. Q10. How many cameras are used for these meetings? All0. A total of ten cameras are used for City Council meetings. Q11. What is the delivery format of the finished videos? Where does the city host them for viewing by the public (Youtube? Website? What is the delivery platform?)? All 1. The videos are shown on YouTube, Granicus and on television on the City's channel, CTV3. ALL OTHER TERMS, CONDITIONS, AND SPECIFICATIONS REMAIN UNCHANGED. END OF ADDENDUM NO. 2 MWIN CONSULTANT'S SCOPE OF SERVICES & COMPENSATION Page 10 of 10 25B-61 RFP 20-105 Date 11/23/2020 Scope of Service From Video Engineering Services Thomas E Bystry 915 Wycliffe Irvine, CA. 92602 videotbkaol.com 714-366-4666 Tax ID 93-1099297 To The City of Santa Ana Attention: Paul Eakins Scope of Services RFP-20-105 25B-62 PRICING STRUCTURE Annual Amounts for a one year contract with another year renewal option. Amounts are consistent with what was offered in the RFP bid. I have not had any price increases in over 6 years. All my costs have increased, insurances, crew, parts and supplies, parking. Hence, see below. Annual amounts Exhibit A- Hourly Services. All areas: Engineering, Production, Videography, Editing, Troubleshooting, Repair, Alignment, Calibration, New systems install, City Hall, Senior Centers, Rec Centers, Stadium. Training Staff, Cable channel programing, Prime Gov, etc. Per direction of consultant's manager. Only bill for hours worked or project performed. $80 per hour, Tom Bystry, senior engineer (2 hr min). $45 per hour Crew: Mark Kiss, Shawn Bohonos, Martin Bystry, Josh Hernandez, Joaquin Torres. All crew member assignments will be discussed with Manager and Tom Bystry. Exhibit B- State of The City Address: $5,500 Flat: includes all pre -production meetings with staff. Crew members, event, supplies, parts, post editing, putting it on our channel. Copies and Distribution Exhibit C-Council meetings- Flat Rate Up to 26 meetings = $39,000 $1500 Includes crew and possible remote meetings $100 Extra if it goes past midnight Justification: City Council meeting technical video production services up to 26 meetings (I only bill for meetings that I (crew) attend). Detailed description of services provided listed in the RFP. Exhibit D —Contingency: $15,000 recommended amount I hope this gives you an idea of an annual amount to budget for. Please contact me for any additional questions. Tom 25B-63 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: DECEMBER 15, 2020 CLERK OF COUNCIL USE ONLY: TITLE: APPROVED ❑ As Recommended AUTHORIZE A PURCHASE AGREEMENT ❑ Amended ❑ OOrrdinance on 1 Reading IN THE AMOUNT OF $35,000 FOR REAL ❑ Ordinance on 2nd Reading PROPERTY ACQUISITION FOR WARNER ❑ Implementing Resolution AVENUE IMPROVEMENTS PHASE 2 ❑ Set Public Hearing For (PROPERTY OWNER: WARNER INDUSTRIAL, LLC) (PROJECT NO. 18-6901) (NON -GENERAL FUND) /s/ Kristine CITY MANAGER CK�7►111►U1q�iC�. FILE NUMBER RECOMMENDED ACTION Authorize the City Manager to execute a Purchase Agreement for the partial acquisition and goodwill (if any) of the real property located at 1221 E Warner Avenue (APN 016-120-48), with owner Warner Industrial, LLC, a California Limited Liability Company, in the amount of $35,000, subject to non -substantive changes approved by the City Manager and City Attorney. 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 the street from a four - lane roadway to a six -lane arterial, to address safety issues and provide adequate vehicular capacity, along with installing parkways, raised median landscaping, storm drains, protected bike lanes, sound walls, street lights, and traffic signals. The City is acquiring properties for the development of Phase 2 of the Warner Avenue Improvements project, bounded by Oak Street and Grand Avenue. Construction is anticipated to begin in summer 2021. The recommended property acquisition is necessary to accommodate the street improvements for Phase 2 (Exhibit 1). The purchase offer was determined based on the appraised value prepared by a California State licensed appraiser and accepted by the property owner (Exhibit 2). ENVIRONMENTAL IMPACT On September 1, 2015, City Council approved the Warner Avenue Final Environmental Impact Statement (SCH No. 2012101004). 25C-1 Real Property Purchase Agreement - Warner Avenue Improvements, Phase 2 December 15, 2020 Page 2 FISCAL IMPACT Funds in the amount of $35,000 are available in the Warner Avenue Improvements Project (No. No. 18-6901) for property acquisition expenditures in FY 2020-21 as follows: Accounting Fiscal Unit— Fund Description Accounting Unit— Amount Year Account Account No. Description No. Property Acquisition FY 2020- 03217663- Measure M- Measure M2 Competitive $26,250 21 66100 Street Construction Street — Land Select Street FY 2020- 05917668- Construction Warner Ave -Tustin CFD — $8,750 21 66100 (City of Tustin Land Contribution Total $35,000 Fiscal Impact Verified By: Kathryn Downs, CPA, Executive Director— Finance and Management Services Agency Submitted By: Nabil Saba, P.E., Executive Director — Public Works Agency Exhibits: 1. Location Map 2. Purchase Agreement — APN 016-120-48 25C-2 EXHIBIT 1 EVERGREEN ST 016-150-09 224 E. WARNER I i I . I ! N I I I ! ! EVERGREEN ST STANDARD AVE 016-120-49 1201 E. WARNER AVE MATCHLINE LEGEND: SEE TOP RIGHT ® -SUBJECT PROPERTY -ACOUIREO PRUPERT.. MATCHLINE SEE BOTTOM LEFT 016-150-09 6-150-74 w LLI z z Q G HATHAWAY ST SANTA ANA TITLE: �^ PURCHASE AGREEMENTS FOR WARNER AVENUE I-" V�rV k IMPROVEMENTS (PROJECT NO 18-6M PUBLIC VMS AGENCY NONGENERAL FUND) EXHIBIT 2 PURCHASE AND SALE AGREEMENT FOR ACQUISITION OF REAL PROPERTY AND BILATERAL ESCROW INSTRUCTIONS THIS AGREEMENT (hereinafter "PSA"), entered into on December15 2020, 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 Warner Industrial, LLC, a California Limited Liability Company (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 rights (hereinafter collectively "Said Real Property") legally described as follows: SEE Exhibits "A" and "A-1"— Legal Descriptions and Exhibits "B" and "B-1" — Plat Maps ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF (Commonly known as 1221 E. Warner Ave, Santa Ana, CA 92707) (APN 016-120-48) 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. A. Seller agrees to convey Said Real Property to City, by Grant Deed, at the office of Commonwealth Land Title Insurance Company, 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. B. Seller Agrees to convey to City a 538 square foot fee acquisition and Six (6) Month 834 square foot Temporary Construction Easement in, on, over and above the portion of property described on the attached Exhibits "A and A-1" and depicted on the attached Exhibits "B and B-1" and incorporated herein by the reference. 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. 25C-4 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 Thirty -Two Thousand, Two Hundred Twenty -Nine Dollars ($32,229.00) insuring the title of the City to Said Real Properties are 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. 4. Escrow. City agrees to open an escrow at the office of Commonwealth Land Title Insurance Company, 4100 Newport Place Drive, Suite 120, 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 "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, 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 "C" 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 25C-5 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, temporary construction easement, fixtures & equipment (improvements pertaining to the realty), goodwill (if any), and severance damages, the total sum of Thirty -Five Thousand and 001100 Dollars ($35,000.00). City agrees to deposit said purchase price in escrow with the Escrow Agent within SIXTY (60) 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 portion of Said Real Property to City; (c) Acceptance by City of a Temporary Construction Easement to City; (d) Delivery to City of the policy of title insurance as hereinabove provided; (e) Recordation of the Deed conveying said portion of 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 property, which shall be made free to Seller of all personal property. 8. Rental and Occupancy By Seller. INTENTIONALLY DELETED. 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, 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 realty), goodwill (if any), and severance damages. 25C-6 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"); pre -condemnation damages; claims for inverse condemnation; loss or impairment of any "bonus value" attributable to any lease; damage to or loss of improvements pertaining to the realty; 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. C. Seller hereby acknowledges that he either has consulted with legal counsel, or had an opportunity to consult with legal counsel, regarding the previsions of the California Civil Code Section 1542, which provides 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 know by him or her must have materially affected his or her settlement with the debtor." Seller acknowledges that he may have sustained damage, loss, costs or expenses which are presently unknown and unsuspected, and such damage, loss, costs or expenses which may have been sustained, may give rise to additional damage, loss, costs or expenses in the future. Nevertheless, Seller hereby acknowledges that this Agreement has been negotiated and agreed upon in light of that situation, and hereby expressly waives any and all rights which Seller may have under California Civil Code Section 1542, or under any statute or common law or equitable principal or similar effect. This acknowledgement 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 1221 E. Warner Ave, Santa Ana, CA 92705, 25C-7 16. 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 orfrom, 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 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" pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. S6901 at seg. (42 U.S.C. S6903) 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. S9601 at sec. (42 U.S.C. S9601). 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, orthe 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, 25C-8 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. 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, Governina 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. 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. 27. 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. 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. Construction Contract and Curative Work. All work performed under this Agreement shall conform to all applicable building, fire and sanitary laws, ordinances and regulations relating to such work and shall be completed in a good and workmanlike manner. All structures, improvements or other facilities, when removed, and relocated or reconstructed by the City, shall be left in as good condition as found. 25C-9 Any landscaping removed within the TCE area will be replaced by the City as part of the project. 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. IN WITNESS WHEREOF, the Parties hereto have executed this Purchase and Sale Agreement on the date and yearfirst written above. SELLER: Warner Industrial, LLC, a California Limited Liability Company Date: C l Z OLcI� Elyas It Manager City/Buyer City of Santa Ana Kristine Ridge City Manager ATTEST: Daisy Gomez Clerk of the Council APPROVED AS TO FORM: 9z, T.11L V6hn M. Funk Sr. Assistant City Attorney RECOMMENDED FOR APPROVAL: Nabil Saba, PE, PLS Executive Director Public Works Agency Date: Date: Date: 11-17-20 Date: 25C-10 EXHIBIT "A" (PART TAKE FEE) LEGAL DESCRIPTION Hurrr-2QLlAfts NBIFII%W5, NL� RM9 Mem SIrM � Bulq IW •Wvq, G99611�I15p • 9f9.9B&5BI59k� � 919.9BB.SYN br � Mixrdl»,mn R307513.19 09-20.19 REVISED 02-24-20 EXHIBIT "A" LEGAL DESCRIPTION RIGHT OF WAY FEE AQUISITION APN 016-120-48 That portion of Pareel.3, in the City of Santa Ana, County of Orange, State of California, as shown on a map filed in Book 131, Pages 37 through 38, inclusive, of Parcel Maps, in the office of the County Recorder of said County, described as follows: Commencing at the Southeast corner of Parcel 4 of said Parcel Map; thence along the Easterly line of said Parcel 4 North 01'2475" East 2.12 feet; thence leaving said Easterly line South 46030'17" West 2.29' to a line being parallel with and 0.50 feet Northerly of the Southerly line of said Parcel 4; thence along said parallel line North 88"29'43" West 62.95 feet to the beginning of a curve concave Northerly, having a radius of 8353.50 feet; thence leaving said parallel line Westerly 108.50 feet along said curve through a central angle of 00044'39" to the Westerly line of said Parcel 4, being the TRUE POINT OF BEGINNING; thence continuing Westerly 47.12 feet along said curve through a central angle of 00019'24"; thence non -tangent North 0203346" East 0.67 feet to the beginning of a non -tangent curve concave Northerly, having a radius of 8,353.00 feet, a radial line of said curve to said beginning bears South 02034'19" West; thence Westerly 116.97 feet along said curve through a central angle of 00048'09" to the Westerly fine of said Parcel 3; thence along said Westerly line South 01024'25" West 5.61 feet to the Southerly line of said Parcel 3; thence along said Southerly line South 88'29'43 East 164.03 feet to the Easterly line of said Parcel 3; thence along said Easterly line North 01'2475" East 1.20 feet to the TRUE POINT OF BEGINNING. Containing an area of 538 square feet, more or less. Subject to covenants, conditions, reservations, restrictions, rights -of -way and easements, if any, of record. All as shown on Exhibit "B" attached hereto and by this reference made a part hereof. DAVID W. MACKEY, PLS 891 IrlalaJ 3.19IM2.10� 42016120 8ROW DED 25C-11 EXHIBIT "B" (PART TAKE FEE) PLAT MAP SHEET I OF 2 PARCEL le o �® p�co, a� jV a N46;i0•,7E - ' 2 N N88a9'4J'W 6295' 229' `SY r Lrc4E Tr — — PARCEL 4 P.Oa ¢ WASENER RNER AVENI� YPARRCCa 4 ---____ - NB8R9'431Y__________. 6 o� w �p1� � ���� I 38 9�� I ro Uj R�R.353,50' L=10$50' A199a9'43"w co 41 WARNER AVENUE N6879'43"w REWSED: 212412020 HLIFF-ZOLM Hunk-Zolerq Inc. Irvine 2aO3 Maln Street. Suite 400, "no, CA 92eW Phone (90) 992-SM Fea (949) 988-M20 LEGA DEs��'noNy EXHIBITS' RIGHT Of WAY FEE ACQUISITION A.P.N. 018-120-48 ''Omm er a By RHH "b °Dar N+�yJ Z a 9/20/2019 RJOa51J.19 25C-12 EXHIBIT "A-1" (TEMPORARY CONSTRUCTION EASEMENT) LEGAL DESCRIPTION ur, zaw,er,, xwx w,:� s�.., w,..eo, x�,. uvxeuerso � w.ww�s.w... w4wesno re. • wr-...d,.�.,.. R307513.19 09.20.19 REVISED 03412-20 EXHIBIT "A" LEGAL DESCRIPTION TEMPORARY CONSTRUCTION EASEMENT APN 016-120A8 That portion of Pascal 3, in the City of Santa Ana, County of Orange, State of California, as shaven on a map filed in Book 131, Pages 37 through 38, inclusive, of Parcel Maps, in Ile office of the County Recorder of said County, being a strip of land 5.00 in width, the southerly line of said strip of land being described as follows: Commencing at the Southeast comer of Precut 4 of said Parcel Map; thence along the Easterly line of said Parcel 4 North 01°2412511 East 2.12 feet;. thence leaving said Easterly line South 46°30'17" West 2.29' to a line being parallel with and 0.50 feet Northerly of the Southerly line of said Parcel 4; thence along said parallel line North 88°2rY43" West 62.95 feet to the beginning of a curve concave Northerly, having a radius of S353.50 feet: thence leaving said parallel line Westerly 108.50 feet along said curve through a central angle of 00°4439" to the Westerly line of said Parcel 4, being the TRUE POINT OF BEGINNING; thence continuing Westerly 47.12 feet along said curve through a central angle of 00019'24"; thence non -tangent North 02°3346" Fast 0.67 feet to the beginning of a ran -tangent curve concave Northerly, having a radius of 9,353.00 Net, a radial line of said curve to said beginning hours South 02°34'19" West; thence Westerly 116.97 feet along said curve through a central angle of 00°48'09" to the Westerly line of said Parcel 3. The Northerly line of said strip of land to be lengthened or shortened so as to originate in said Easterly line of said Parcel 3 and to terminate in said Easterly line of said Parcel 3. Containing an area of 834 square feet, mom or less. Subject to covenants, conditions, reservations, restrictions, rights -of -way and easements, if any, of record. All as shown on Exhibit "B" attached hereto and by this reference made a part hereof. tAry� N \ W. Mgo�GL mgb\op mi !7 oos o A llAVm W.MACKEY, PLS no. evu ANu513.19NMAMF 4201i120iB TCE nFP .150 25C-13 EXHIBIT "B-1" (TEMPORARY CONSTRUCTION EASEMENT) PLAT MAP SHEET I OF 2 PARCEL 4 N882943W 6295 229' ® _! ...e SE'4Y CORNER L WAR/VER AVElV(I€ PARCEL 4 -.- _ N8828E443"W_ _.- '4 rt W G3'La.I �3 PARCEL 4 �m1?a4 E!-0094'J9- WARNER AVENUE -N86W'43'W� REWSF.O: HUITI'-MLIARS SA LEG TO ACCOMPANY _W A EFL PESCRIPTlON aexwe BY DIM 20 Mah Sk"t�auro 400, Qa 92em EXHVIT '8' rmN Phom (449) 98 5ft Fax (G48) 899-ee20 MWORARY CONSTRUCTION ante xwroico er EASEMENT s/2a/2ot4 f%��t' -l✓. ' ,r,.t!, x :.zu.. A,RM OW120-48 "" Na RJ0751.119 25C-14 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. 25C-15 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: DECEMBER 15, 2020 TITLE: APPROVE AGREEMENTS WITH MONUMENT ROW, OVERLAND PACIFIC & CUTLER, THE ROW COMPANY, AND CLARK LAND RESOURCES, INC., FOR ON -CALL RIGHT-OF-WAY ACQUISITION SERVICES IN AN AGGREGATE AMOUNT NOT TO EXCEED $550,000 FOR UP TO A FIVE-YEAR TERM (NON -GENERAL FUND) /s/ Kristine Ridge CITY MANAGER 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 RECOMMENDED ACTION Authorize the City Manager to execute agreements with Monument ROW, Overland Pacific & Cutler, LLC, The ROW Company, and Clarkland Resources, Inc., to provide on -call right-of-way acquisition services for a total aggregate amount not to exceed $550,000 for the three-year term beginning December 15, 2020, and expiring on December 14, 2023, with a provision for two, one- year extensions exercisable by the City Manager and City Attorney, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION On September 10, 2020, the Public Works Agency issued a Request for Proposal (RFP) for consultants to provide on -call right-of-way acquisition services. The chosen consultants will augment City staff with the following specialty services for the timely delivery of capital projects: identify and manage right-of-way needs; right-of-way engineering; preparation and review of property appraisals; preparation of temporary and/or construction easements; disposition and excess of properties; relocation and relocation cost analysis; develop relocation plans and services according to Relocation Law; and related documentation preparation and management for right-of- way acquisition. The RFP was advertised on the City's online bid management and publication system, with bids due on October 8, 2020. Thirty contractors downloaded the project documents. Four proposals were received and evaluated by a selection committee based on criteria as outlined in the RFP. Listed below are the consultants selected for award and their ranking: 25D-1 Approve Agreements for ROW Acquisition Services December 15, 2020 Page 2 Firm Score Monument 91 Overland Pacific & Cutler 90 The ROW Company 89 Clark Land Resources, Inc. 87 In accordance with the RFP, staff recommends awarding contracts to Monument, Overland Pacific & Cutler, The ROW Company, and Clark Land Resources, Inc. (Exhibits 1 - 4). Each proposal demonstrated a high technical competency and experience performing similar services. The proposals demonstrated a clear path toward achieving City goals and objectives as required by the RFP. FISCAL IMPACT These on -call agreements will be used for various water capital projects and for the Warner Avenue Improvements Phase 2 project (Project No. 18-6901). Funds are budgeted and available for expenditure in the current fiscal year and will be budgeted in future fiscal years based on the needs of the Public Works Agency. The following is an estimate of expenditures by fiscal year: Accounting Unit- Accounting Unit, Fiscal Year Account No. Fund Description Amount Account Description (Activity No.) Water Administration & FY 2020-21 06017645-62300 Water Engineering, Contract $100,000 Services -Professional FY 2020-21 03217663-66220 Measure M — Street M2C-ACE ROW Consultant $50,000 (18690104164) Construction Water Administration & FY 2021-22 06017645-62300 Water Engineering, Contract $100,000 Services -Professional FY 2021-22 03217663-66220 Measure M — Street M2C-ACE ROW Consultant $100,000 (18690104164) Construction Water Administration & FY 2022-23 06017645-62300 Water Engineering, Contract $100,000 Services -Professional Optional Extension Years Water Administration & FY 2023-24 06017645-62300 Water Engineering, Contract $50,000 Services -Professional 25D-2 Approve Agreements for ROW Acquisition Services December 15, 2020 Page 3 Accounting Unit- Accounting Unit, Fiscal Year Account No. Fund Description Amount Account Description (Activity No.) Water Administration & FY 2024-25 06017645-62300 Water Engineering, Contract $50,000 Services -Professional Total $550,000 Fiscal Impact Verified By: Kathryn Downs, CPA, Executive Director— Finance and Management Services Agency Submitted By: Nabil Saba, P.E., Executive Director — Public Works Agency Exhibits: 1. Agreement with Monument 2. Agreement with Overland Pacific & Cutler 3. Agreement with The ROW Company 4. Agreement with Clark Land Resources, Inc. 25D-3 EXHIBIT 1 AGREEMENT TO PROVIDE ON -CALL RIGHT OF WAY ACQUISITION SERVICES FOR THE CITY OF SANTA ANA THIS AGREEMENT is made and entered into on this 15'h day of December, 2020 by and between Monument ROW, a California corporation ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A, The City desires to retain a consultant having special skill and knowledge in the field of right of way acquisition services on an as needed basis. 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 On an on -call basis, and at the City's sole discretion, Consultant shall perform the services described in the scope of work that was included in RFP No. 20-091, which is attached as Exhibit A, and as more specifically delineated in Consultant's proposal, which is attached as Exhibit B and incorporated in full. 2. COMPENSATION a. City neither warrants nor guarantees any minimum or maximum compensation to Consultant under this Agreement. Consultant shall be paid only for actual services performed under this Agreement at the rates and charges identified in Exhibit C. Consultant is one of four (4) consultants selected to provide right of way acquisition services on an on -call basis under RFP 20-091. The total compensation for these services provided by all such consultants selected under RFP 20-091 shall not exceed the shared aggregate amount of S550,000 during the term of the Agreement, including any extension periods. b. Payment by City shall be made within 45 days (forty-five) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work, which fails to meet the standards of performance set forth in the Recitals, which may reasonably be expected by City. Non -Fed Funding (6.1.2020) Page I of 11 25D-4 3. TERM This Agreement shall commence on the date first written above and terminate on December 14, 2023, unless terminated earlier in accordance with Section 17, below. The term of this Agreement may be extended for two 1-year periods upon a writing executed by the City Manager and City Attorney. 4. PREVAILING WAGES Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. if the services being performed are part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 5. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within Nan -Fed Funding (6.1.2020) Page 2 of 11 25D-5 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. 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. C. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: i. Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. ii. Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. iii. Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. iv. Where the amounts or coverage provided by the certificates of insurance provides coverage greater than those listed by this Agreement, the amounts provided by the certificates of insurance shall be incorporated by reference Non -Fed Funding (6, 1.2020) Page 3 of 11 25D-6 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 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 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 Non -Fed Funding (6.1.2020) Page 4 of 11 25D-7 the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 11. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and furtber agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 12. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 13. NON-DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 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 Nnn-Fed Funding (6.1-2020) Page 5 of 1 I 25D-8 the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. 15. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void, Nothing in this Agreement shall be construed to limit the City's ability to have any of the services, which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 16. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product(s) completed as of such date, and in such case such work roduct shall be the Consultant consentstproperty o the City'usprohibited e thereof for such purposes as the City deems appropriate. b. Payment need not be made for work that 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. IS. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be Non -Fed Funding(6.1.2020) Page 6 of 11 25D-9 determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 19. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 20. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 21. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax: 714- 647-6956 With courtesy copies to: Nabil Saba Executive Director, Public Works Agency City of Santa Ana 20 Civic Center Plaza (M-21), P.O. Box 1988 Santa Ana, California 92702 Fax: 714-647-5635 Non -Fed Funding (6.12020) Page 7 of 1 1 25D-10 To Consultant: Monument 200 Spectrum Drive, Suite 300 Irvine, California 92618 Attention: Amber Costello, President ACostello@monumentrow.com A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. if sent by mail, communication 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: CITY OF SANTA ANA Daisy Gomez Kristine Ridge Clerk of the Council City Manager APPROVED AS TO FORM: SOMA R. CARVALHO City Attorney By: 'Ang. A Rea 'k Laura A. Rossini Acting Chief Assistant City Attorney RECOMMENDED FOR APPROVAL: Nabil Saba Executive Director Public Works Agency Non -Fed Funding (6.1.20201 Page 8 of I I 25D-11 Nan -Fed Funding (6.1.2020) EXHIBIT A SCOPE OF SERVICES Page 9 of 1 I 25D-12 Appendix ATTACHMENTI SCOPE OF WORK CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR WATER RESOURCES RIGHT OF WAY ACQUISITION SERVICES RFP NO.: 20-091 Introduction and Background: The City of Santa Ana ("Santa Ana" or "City") is the county seat and the second most populous city in Orange County, California, with over 343,000 residents. It is the 57`h most -populous city in the United States. Santa Ana is located in Southern California, adjacent to the Santa Ana River, about 10 miles away from the California coast. Founded in 1869, the City is part of the Greater Los Angeles Area, the second largest metropolitan area in the United States with almost 18 million residents in 2010. The City of Santa Ana Public Works Agency (PWA) is soliciting proposals for Water Resources Right of Way Acquisition Services. The City is looking for a multi -functional consultant/s to advise the City and provide real property acquisition, appraisal and related services. The Consultant/s shall adhere to professional standards, the Uniform Act, Caltrans Right of Way Manual, FHWA requirements, and applicable laws and regulations. This request for proposal (RFP) provides interested qualified firms with the information enabling them to submit a Service Bid Proposal and the services described herein. Description of Work: On as needed basis, the selected firm/s shall provide the City with the following services as described herein. The selected Consultants will be expected to manage and control costs and resources, and complete work in adherence to the agreed upon project schedule and terms. The consultands shall be able to provide the following tasks and not limited to: property appraisal, appraisal review, partial and full acquisition and relocation related functions, easements, temporary construction easements, disposition and excess of properties, negotiate price, identify and manage right of way needs, right of way engineering, development relocation plans and relocation services according to Relocation Law, negotiation with property owners and tenants, cost relocation analysis, right of way cost analysis, and related documentation preparation and management to right of way acquisition. City of Santa Ana RFP 20-091 Page 1 25D-13 Coordination and Proiect Management: • The Consultants shall review the assigned project with City Staff, coordinate and review of all documents, and become familiar with the tasks related to the project. • Develop feasible work plans and schedules to complete the services. Schedule should identify critical path tasks, and be updated prior to each monthly meeting. • Conduct monthly meetings with the City Staff to discuss progress and project activities. • Coordinate with City Staff and specialty consultants, and others to resolve project issues. • Prepare progress status reports and presentations as needed • Monitor and prepare update schedules, templates for appraisals, statements, agreements, acquisitions, relocations, and related information thereof. • Establish and implement quality assurance and quality control documentation protocols with each of the deliverables. • Attend City Council meetings (if necessary) and present Appraisal Services: • Appraisals shall conform with the Uniform Relocation Assistance and Real Property Acquisition Act (Uniform Act) and Uniform Standards of Professional Appraisal Practice (USPAP). • Prepare appraisals for all the parcels and properties as determined for each project. • Develop opinion and cost for fee analysis for each project. • Provide current preliminary title report with all exceptions. Proved plats, legal descriptions for project. Appraisal Review Services: As required by the Uniform Act, appraisals report must be reviewed by an independent appraisal reviewer. • Prepare review report with findings and conclusions. • Prepare ,Statement of just Compensation" to the City. • For partial takes, (if any) document value of remaining property and impacts. Acquisition Services: Acquisition must occur within 30 days of appraisal approval. • Upon City concurrence of Just Compensation, prepare offer letter and arrange meetings to discuss offer and acquisition. • ase process, coordinate appraisal, escrow, final settlement Prepare and manage right of way porch memorandum and related tasks to complete the right of way acquisition. Negotiate and be available to discuss acquisition with the owners and explain the process. Additional Services: If requested, the Consultants shall provide the following services: • Assist in utility relocation, street vacation and like matters • Negotiate for loss of rent agreements, where applicable, • Negotiate for rights of entry and environmental audits, • Provide consultation services, • Assist in clearing any encumbrances and or liens to title, City of Santa Ana RFP 20-091 Page 2 25D-14 • Negotiate for loss of business goodwill, where applicable, • Utility coordination and relocation, including franchises: telephone, cable, railroad, electrical (where applicable), • Prepare right of entry documentation, • Property Management, if applicable, • Right of Way Certification, if applicable All completed reports shall be certified to be correct and signed by the responsible parties doing the assigned work. General Requirements and Proiect Deliverables: • The selected firmis shall submit to the City copies of all correspondence, contracts, appraisals, and all other reports related to the subject in connection with the project. • The selected firms shall obtain all necessary permits, and licenses from the City and local jurisdiction prior to commencing any of the work. • All work shall be performed to the specific project and or location as detailed in the notice to proceed and indicated by the City. • All reports, analyses, and technical memoranda shall be submitted electronically to the City and include all the information as required. *A list of positions and hourly rates shall be included as part of the proposal and included in the seal bid package. See Attachment 4 — ADDITIONAL PROVISIONS for a sample breakdown. Consultant Responsibilities: The Consultant shall be able to comply with Caltrans Local Assistance Procedure Manual, Exhibit 10-K — Consultant Annual Certification of Indirect Costs and Financial Management System, and any other state audit and or federal government agency. This section is applicable to all federal funded related project related services. 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. City of Santa Ana RFP 20-091 Page 3 25D-15 Non -Fed Funding (6.1.2020) EXHIBIT B CONSULTANT'S PROPOSAL Page 10 of 11 25D-16 DocuSign Envelope ID: 01 C1 DA1 D-6C6A-4608-A484-D928555169F0 EXHIBIT 2 AGREEMENT TO PROVIDE ON -CALL RIGHT OF WAY ACQUISITION SERVICES FOR THE CITY OF SANTA ANA THIS AGREEMENT is made and entered into on this 15d' day of December, 2020 by and between Overland Pacific & Cutler, LLC a Delaware limited liability company ("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 right of way acquisition services on an as needed basis. 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 On an on -call basis, and at the City's sole discretion, Consultant shall perform the services described in the scope of work that was included in RFP No. 20-091, which is attached as Exhibit A, and as more specifically delineated in Consultant's proposal, which is attached as Exhibit B and incorporated in full. 2. COMPENSATION a. City neither warrants nor guarantees any minimum or maximum compensation to Consultant under this Agreement. Consultant shall be paid only for actual services performed under this Agreement at the rates and charges identified in Exhibit C. Consultant is one of four (4) consultants selected to provide right of way acquisition services on an on -call basis under RFP 20-091. The total compensation for these services provided by all such consultants selected under RFP 20-091 shall not exceed the shared aggregate amount of $550,000 during the term of the Agreement, including any extension periods. b. Payment by City shall be made within 45 days (forty-five) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work, which fails to meet the standards of performance set forth in the Recitals, which may reasonably be expected by City. Page 1 of 12 Non -Fed Funding (6.1.2020) 2 5 D -17 DocuSign Envelope ID: 01 C1 DA1 D-6C6A-4608-A484-D928555169F0 3. TERM This Agreement shall commence on the date first written above and terminate on December 14, 2023, unless terminated earlier in accordance with Section 17, below. The term of this Agreement may be extended for two 1-year periods upon a writing executed by the City Manager and City Attorney. 4. PREVAILING WAGES Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. Ifthe services being performed are part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 5. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within Page 2 of 12 Non -Fed Funding (6.1.2020) 2 5 D -1 Q V DocuSign Envelope ID: 01 C1 DA1 D-6C6A-4608-A484-D928555169F0 the purposes intended by this Agreement shall be at City's sole risk. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. 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, except for professional liability, 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. Consultant shall provide City thirty (30) days prior written notice to the City of cancellation, reduction in coverage or change in any other material aspect of Consultant's professional liability insurance coverage. Page 3 of 12 Non -Fed Funding (6.1.2020) 2 5 D -19 DocuSign Envelope ID: 01 C1 DA1 D-6C6A-4608-A484-D928555169F0 iv. Where the amounts or coverage provided by the certificates of insurance provides coverage greater than those listed by this Agreement, the amounts provided by the certificates of insurance shall be incorporated by reference into the Agreement. V. Consultant shall supply City with a fully executed additional insured endorsement. f. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 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 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. Page 4 of 12 Non -Fed Funding (6.1.2020) 2 5 D -2 O DocuSign Envelope ID: 01 C1 DA1 D-6C6A-4608-A484-D928555169F0 10. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 11. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 12. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 13. NON-DISCRINIINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. Page 5 of 12 Non -Fed Funding (6.1.2020) 2 5 D-21 DocuSign Envelope ID: 01 C1 DA1 D-6C6A-4608-A484-D928555169F0 14. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. 15. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services, which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 16. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work that 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. Page 6 of 12 Non -Fed Funding (6.1.2020) 2 5 D -2 2 DocuSign Envelope ID: 01 C1 DA1 D-6C6A-4608-A484-D928555169F0 18. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of in connection with or by reason of this Agreement. 19. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 20. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 21. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax: 714- 647-6956 Page 7 of 12 Non -Fed Funding (6.1.2020) 2 5 D -2 3 DocuSign Envelope ID: 01 C1 DA1 D-6C6A-4608-A484-D928555169F0 With courtesy copies to: Nabil Saba Executive Director, Public Works Agency City of Santa Ana 20 Civic Center Plaza (M-21) P.O. Box 1988 Santa Ana, California 92702 Fax:714-647-5635 To Consultant: Overland Pacific & Cutler, LLC Attention: Brian Everett, CEO 3750 Schaufele Avenue, Suite 150 Long Beach, California 90808 BEverett@opcservices.com A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Daisy Gomez Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: XaW19, A. R Laura A. Rossini Acting Chief Assistant City Attorney [Signatures continue on the next page] CITY OF SANTA ANA Kristine Ridge City Manager CONSULTANT: �jQ.00cosfgned by: byim 1. fW'ktff Brian Everett CEO Page 8 of 12 Non -Fed Funding (6.1.2020) 2 5 D -24 DocuSign Envelope ID: 01 C1 DA1 D-6C6A-4608-A484-D928555169F0 IUD4MILIL1DI621U]aIII IM:7_\„:Z6]V_\0 Nabil Saba Executive Director Public Works Agency Page 9 of 12 Non -Fed Funding (6.1.2020) 2 5 D -2 5 DocuSign Envelope ID: 01 C1 DA1 D-6C6A-4608-A484-D928555169F0 EXHIBIT A SCOPE OF SERVICES Page 10 of 12 Non -Fed Funding (6.1.2020) 2 5 D -2 6 DocuSign Envelope ID: 01 C1 DA1 D-6C6A-4608-A484-D928555169F0 Appendix ATTACHMENT 1 SCOPE OF WORK CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR WATER RESOURCES RIGHT OF WAY ACQUISITION SERVICES RFP NO.: 20-091 Introduction and Background: The City of Santa Ana ("Santa Ana" or "City") is the county seat and the second most populous city in Orange County, California, with over 343,000 residents. It is the 57a' most -populous city in the United States. Santa Ana is located in Southern California, adjacent to the Santa Ana River, about 10 miles away from the California coast. Founded in 1869, the City is part of the Greater Los Angeles Area, the second largest metropolitan area in the United States with almost 18 million residents in 2010. The City of Santa Ana Public Works Agency (PWA) is soliciting proposals for Water Resources Right of Way Acquisition Services. The City is looking for a multi -functional consultants to advise the City and provide real property acquisition, appraisal and related services. The Consultants shall adhere to professional standards, the Uniform Act, Caltrans Right of Way Manual, FHWA requirements, and applicable laws and regulations. This request for proposal (RFP) provides interested qualified firms with the information enabling them to submit a Service Bid Proposal and the services described herein. Description of Work: On as needed basis, the selected fum/s shall provide the City with the following services as described herein. The selected Consultant/s will be expected to manage and control costs and resources, and complete work in adherence to the agreed upon project schedule and terms. The consultants shall be able to provide the following tasks and not limited to: property appraisal, appraisal review, partial and full acquisition and relocation related functions, easements, temporary construction easements, disposition and excess of properties, negotiate price, identify and manage right of way needs, right of way engineering, development relocation plans and relocation services according to Relocation Law, negotiation with property owners and tenants, cost relocation analysis, right of way cost analysis, and related documentation preparation and management to right of way acquisition. City of Santa W4F 091 DocuSign Envelope ID: 01 C1 DA1 D-6C6A-4608-A484-D928555169F0 Coordination and Proiect Management: • The Consultants shall review the assigned project with City Staff, coordinate and review of all documents, and become familiar with the tasks related to the project. • Develop feasible work plans and schedules to complete the services. Schedule should identify critical path tasks, and be updated prior to each monthly meeting. • Conduct monthly meetings with the City Staff to discuss progress and project activities. • Coordinate with City Staff and specialty consultants, and others to resolve project issues. • Prepare progress status reports and presentations as needed • Monitor and prepare update schedules, templates for appraisals, statements, agreements, acquisitions, relocations, and related information thereof. • Establish and implement quality assurance and quality control documentation protocols with each of the deliverables. • Attend City Council meetings (if necessary) and present Appraisal Services: • Appraisals shall conform with the Uniform Relocation Assistance and Real Property Acquisition Act (Uniform Act) and Uniform Standards of Professional Appraisal Practice (USPAP). • Prepare appraisals for all the parcels and properties as determined for each project. • Develop opinion and cost for fee analysis for each project. • Provide current preliminary title report with all exceptions. • Proved plats, legal descriptions for project. Appraisal Review Services: • As required by the Uniform Act, appraisals report must be reviewed by an independent appraisal reviewer. • Prepare review report with findings and conclusions. • Prepare "Statement of Just Compensation" to the City. • For partial takes, (if any) document value of remaining property and impacts. Acquisition Services: • Acquisition must occur within 30 days of appraisal approval. • Upon City concurrence of Just Compensation, prepare offer letter and arrange meetings to discuss offer and acquisition. • Prepare and manage right of way purchase process, coordinate appraisal, escrow, final settlement memorandum and related tasks to complete the right of way acquisition. • Negotiate and be available to discuss acquisition with the owners and explain the process. Additional Services: If requested, the Consultants shall provide the following services: • Assist in utility relocation, street vacation and like matters • Negotiate for loss of rent agreements, where applicable, • Negotiate for rights of entry and environmental audits, • Provide consultation services, • Assist in clearing any encumbrances and or liens to title, DocuSign Envelope ID: 01 C1 DA1 D-6C6A-4608-A484-D928555169F0 • Negotiate for loss of business goodwill, where applicable, • Utility coordination and relocation, including franchises: telephone, cable, railroad, electrical (where applicable), • Prepare right of entry documentation, • Property Management, if applicable, • Right of Way Certification, if applicable All completed reports shall be certified to be correct and signed by the responsible parties doing the assigned work. General Requirements and Project Deliverables: • The selected firm/s shall submit to the City copies of all correspondence, contracts, appraisals, and all other reports related to the subject in connection with the project. • The selected fum/s shall obtain all necessary permits, and licenses from the City and local jurisdiction prior to commencing any of the work. • All work shall be performed to the specific project and or location as detailed in the notice to proceed and indicated by the City. • All reports, analyses, and technical memoranda shall be submitted electronically to the City and include all the information as required. *A list of positions and hourly rates shall be included as part of the proposal and included in the seal bid package. See Attachment 4 — ADDITIONAL PROVISIONS for a sample breakdown. Consultant Responsibilities: The Consultant shall be able to comply with Caltrans Local Assistance Procedure Manual, Exhibit 10-K — Consultant Annual Certification of Indirect Costs and Financial Management System, and any other state audit and or federal government agency. This section is applicable to all federal funded related project related services. 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. City of Sant 9W d.47091 DocuSign Envelope ID: 01 C1 DA1 D-6C6A-4608-A484-D928555169F0 EXHIBIT B CONSULTANT'S PROPOSAL Page 11 of 12 Non -Fed Funding (6.1.2020) 2 5 D- V 0 Water Resources' Right of Way Acquisition Services Due: October 8, 2020 by 3 PM Valid: For a minimum of 90 days 0 Presented to: City of Santa Ana Public Works Agency 20 Civic Center Plaza Santa Ana, CA 92701 t OPC Contact Brian Everett Chief Executive Officer Main : 562.304.2000 Direct : 562.304.2060 E : beverett@opcservices.com www.OPCservices.com r`OPC Enhancing Lives Through Infrastructure DocuSign Envelope ID: 01 C1 DA1 D-6C6A-4608-A484-D928555169F0 City of Santa Ana Public Works OPC Water Resources Right of Way Acquisition Services I, PAGE z Table of Contents nt of Qualifications f Services and Schedule ZYFee Proposal 30 Certifications 32 Appendix G� r�q Ives Through Infrastructure Lt'J� opcservices.com :AO PC DocuSign Envelope ID: 01 C1 DA1 D-6C6A-4608-A484-D928555169F0 Statement of Qualifications Statement of Qualifications �j ci Ives Through Infrastructure n L�U-i2d opcservices.com �Or� DocuSign Envelope ID: 01 C1 DA1 D-6C6A-4608-A484-D928555169F0 ::AOPC Enhancing Lives Through Infrastructure a. Cover Letter October 8, 2020 Mr. Armando Fernandez Project Manager City of Santa Ana Public Works Agency 20 Civic Center Plaza Santa Ana. CA 92701 Re: RFP No. 20-091 - Water Resources Right of Way Acquisition Services Dear Mr. Fernandez: Overland, Pacific & Cutler, LLC, (OPC) is the best choice for the City of Santa Ana Public Works Agency (PWA) to provide a variety of right of way and related real estate services needs. We provide the majority of in-house services outlined in the RFP to meet your future needs. We have highlighted the key themes of our proposal herein, providing the PWA with an overview of OPC's quality of work, level of expertise, and dedication to serving the needs of local municipal agencies. Since 1980, OPC has provided exceptional right of way, relocation, and related real estate services for a wide range of public agencies, private developers, non-profit organizations, housing, and transportation authorities. OPC understands how to build and develop relationships between public organizations and the private sector. OPC has worked with the City of Santa Ana since 1998. Services provided have included acquisition, relocation assistance, relocation plans, cost estimates, property management, and related services. It is our goal to continue building on this long- standing relationship. We look forward to providing superior service to the PWA on its future assignments. As demonstrated in our submittal, OPC offers the PWA the following qualifications: • Track Record of Experience: 40 years of experience providing acquisition, relocation, and related services on behalf of public and private agencies throughout California. Similar projects are included on pages 25-29. • Local Presence&Responsiveness: Services will be performed in our Long Beach office and staffed with a dedicated project team. a. Cover Letter 3750 Schaufele Avenu tb 1 0 Long Beach, CA 90808 OP� 800.400.716 ices.com DocuSign Envelope ID: 01 C1 DA1 D-6C6A-4608-A484-D928555169F0 Enhancing Lives Through Infrastructure Mr. Armando Fernandez City of Santa Ana Public Works Agency Page 2 of 2 • Qualified Team: An experienced team (organizational chart on page 10) with proven success providing similar services to local agencies, as outlined in their resumes located in the Appendix. • OPC's reputation for professional integrity and competence: References from similar municipal agencies are included on pages 25-27. We are committed to providing exceptional service to the City. Mr. Roy Guinaldo, Senior Project Manager, will act as the primary point of contact for the PWA. He can be reached in OPC's Corporate Headquarters at 3750 Schaufele Avenue, Suite 150, Long Beach, CA 90808, direct telephone 562.304.2028, toll free 800.400.7356, and via email at rguinaldo@opcservices.com. As CEO of OPC, I am authorized to sign this proposal and have legal authority to bind the firm to a contract. I am located in OPC's Corporate office at 3750 Schaufele Avenue, Suite 150, Long Beach, CA 90808, main telephone 562.304.2000, direct at 562.304.2060, and email beverett@opcservices.com. I am confident that OPC represents the best choice to help you achieve your project objectives and look forward to supporting the PWA on its future assignments. Sincerely, Brian Everett, CEO Broker -in -Charge ®PC • Brian Everett, CEO OPC's Corporate Headquarters 3750 Schaufele Avenue, Suite 150 Long Beach, CA 90808 Direct: 562.304.2060 Email : beverett@OPCservices.com a. Cover Letter 3750 Schaufele Avenu 1 0 Long Beach, CA 90808 "y_ Onr� 800.400.7 dpt ices.ccm % DocuSign Envelope ID: 01 C1 DA1 D-6C6A-4608-A484-D928555169F0 City of Santa Ana Public Works OPC Water Resources Right of Way Acquisition Services ► PAGE 6 b. Contract Agreement Statement OPC has reviewed the Contract and we have outlined the following exception to its provisions: On page 21 - OPC's Professional Liability only gives 30 days notice of cancellation to first named insured: e- The following requirements apply- to the insurance to be to this section: (i) Contractor shall maintain all inc rran�e aired above in full force and effect for the entireperiod covered by this A ent. (ii) Certificates of insurance shall fiunished to the City upon execution of this Agreement and shall be ap ed by the City- (m) Certificates and policies thall state that the policies shall not be cancelled or reduced in coverage or changed in any other material aspect, by Contractor, without thirty (30) days prior written notice to the City. (iv) Contractor shall supply City With a fully executed additional insured endorsement. ttv`3Ives Through Infrastructure 6 opcservices.com :AO PC DocuSign Envelope ID: 01 C1 DA1 D-6C6A-4608-A484-D928555169F0 OPC City of Santa Ana Public Works a, PAGE 7 Water Resources Right of Way Acquisition Services c. Firm and Team Experience ll.010111Igo] 90 Our track record of innovation, technics/ expertise, responsiveness, and effective data managementhelps clients like the PWAquickly resolve real property transactions for timely project completion. OPC's clients include public works departments, transportation authorities, housing developers, utilities, and other infrastructure providers. Local, regional, state, and federal agencies call upon OPC for reliable real estate services to address their most challenging assignments. INNOVATION Client communication and real-time transparency into the progress of our work is our top priority. For that reason, we built a state-of-the-art right of way management tool called ProjectOne®. ProjectOne® gives OPC clients access to up-to-date, real-time information via a secure site that you can simply login to at any time. The standardization of documents and processes assures regulatory and jurisdictional consistency. TECHNICAL EXPERTISE OPC retains highly educated, experienced, and devoted full-time staff. Our expertise includes 110 personnel made up of Senior Right of Way Agents (SR/WA), right of way professionals, designated Right of Way Relocation Assistance Certified (RAN - RAC) professionals, and a company track record panning 40 years. WHY WE'RE BETTER For 40 years, OPC has had an exclusive focus on public infrastructure right of way (R/W) acquisition and related property services. Led by Roy Guinaldo, a Sr: Project Manager and Broker based in our Long Beach office, the local OPC team has completed numerous R/W acquisition programs for similaragencies throughout Southem Califomis and beyond. DATA SHARING Through our real-time, automated right of way management platform ProjectOne®, OPC can share with the City all of our right of way procurement activities so that you always have parcel status information that you need. This system proves crucial as cities adjust their operations during the current COVID-19 pandemic. Should future lockdown orders or other unforeseen circumstances impact our community, OPC has the systems in place to keep our projects moving. RESPONSIVENESS At OPC, our goal is to ensure at any point in time you know exactly how your project is progressing and the schedule of upcoming events. Every client, and every project, is extremely important to us. b. Contract/c. Firm and Team Experience i ives Through Infrastructure ttu It opcserwces.c®m v/�' 0 PC DocuSign Envelope ID: 01 C1 DA1 D-6C6A-4608-A484-D928555169F0 City of Santa Ana Public Works OPC Water Resources Right of Way Acquisition Services I, PAGE 8 OPC knows that proven public infrastructure R/W acquisition experience is vital to the PWA. We fulfill all of the requirements of the RFP, assuring timely negotiations, valuable expertise, and accurate files. 40 00 Years of Proven Project 2 California Experience Management Brokers Leading Methods the Team Local Experience and Intent to Comply Water Projects With City and Federal Requirements OPC provides turnkey right of way delivery for locally funded, State -funded, and Federally - funded projects. UZ-41 TflleO+lWE � _., no Project& Cast Est RIM Site Appraisal/ RPN Relocation Titleand Property Utility RR Coord. Program /Feasbrity Engineenng Mitigation! Review Acquisition Assist. Escra Mgna, Palo) /BNSF/CPUR Wnfl. studies &Surveying Curative Coord. Haz Mat cmd. SCRRAIUPF Analyes DemdClr. The OPC team adheres to all professional standards and ethics, and all other applicable laws and regulations. All services are performed in accordance with the regulations and standards of the acquiring agency and the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (URA or Uniform Act), as amended, and the URA regulations (effective as of February 2005). Our personnel have an excellent working knowledge of Title 49 Code of Federal Regulations (CFR) Part 24, State of California Eminent Domain Law, Uniform Standards of Professional Appraisal Practice (USPAP), and other federal guidelines, policies, and procedures. This extensive background and experience has resulted in OPC becoming the preferred real estate service provider for cities, counties, and public works across California, including: WATER & UTILITY AGENCIES Yorba Linda Water District LA Dept. of Water & Power South Coast Water District San Diego County Water Authority Friant Water Authority Alameda County Water District Sacramento Suburban Water District Santa Clara Valley Municipal Water District Pacific Gas & Electric San Diego Gas & Electric Southern California Gas Company Southern California Edison CITY AGENCIES City of Santa Ana City of Anaheim City of Buena Park City of Garden Grove City of Irvine City of La Habra City of Laguna Beach City of Laguna Hills City of Laguna Niguel City of Mission Viejo City of Stanton City of Tustin c. Firm and Team Experience 1uives Through Infrastructure t�-`39 opcservices.com :AD 0 r C DocuSign Envelope ID: 01 C1 DA1 D-6C6A-4608-A484-D928555169F0 City of Santa Ana Public Works OPC Water Resources Right of Way Acquisition Services PAGE 9 IME! ■ PROJECT TEAM OPC can provide the majority of the Scope of Work in-house. We have supplemented our proposed team to include subconsultants that will perform appraisal, appraisal review, and goodwill appraisal. The following chart delineates communication SR. PROJECT MANAGER • Roy Guinaldo- CA Real Estate roker Principal Agent & Primary Contact • Jamie Gates( Sr. Project Mgr. William Ridenour, PM • Casey Crissman, PM Rand Cantrell, Sr. Agent Debra Annibella, Sr. Agent Stephanie Gates, Sir Agent • Katie Quick, Agent • Farrin Harris, Agent Inez Garcia, Escrow Coordinator Tim McCloud, Agent I and reporting relationships among our proposed team of professionals. Jamie Gates will act as the associate -in -charge when Roy Guinaldo is unavailable. BROKER -IN -CHARGE Brian Everett, CEO CA Real Estate Broker Relocation Assistan- isRobbie Hechanova, R/W-RAC, Sr. Project Manager Tiffany McCloud, Agent Tim McCloud, Agent Christopher Baquir, Agent Eliticia Abrica, Agent David Lee, Agent Yasmeen Flores, Agent Danielle Clancy, Agent Ada Fernandez, Agent Mike Parker, Sr. Utility( Manager David Moore, Sr. Utility Pete Castelan, Sr. Utility LEGEND * Key - Resume in Appendix c CA Broker License • CA Real Estate License • CAAppraisal License , (Roy Guinaldo, Broker • Kelly Dewitt, Sr. Agent • Farrin Harris, Agent • Katie Quick, Agent R/W Engineering Skip Carleton, PLS, ROW Engineering Mgr. Greg Letts, LSIT, Engineering Analyst Property Management Karen Christie, RPM Freddie Collazo Appraisal Services • Kevin Donahue, MAI • Sharon Hennessey, MAI'`{ Donna Desmond, ASA c. Firm and Team Experience �jcio�(�ives Through Infrastructure �./'3.7 opcservices.com zA Orn C DocuSign Envelope ID: 01 C1 DA1 D-6C6A-4608-A484-D928555169F0 City of Santa Ana Public Works OPC Water Resources Right of Way Acquisition Services I, PAGE 10 Percentage of Devotion to the Project As a specific project has not been defined, the percentage of time the key staff will devote to the team is to be determined. However, on a acquisition assignment, project staff allocation percentages would be typically as follows: Broker -in -Charge = 5% Senior Project Manager = 20% Senior Agent = 30% Agent = 35% Project Coordinator/Administrative = 10% Percentages represented are approximate. Management Commitment % A — YEARS PC Enhancing Lives Through Infrastructure 1 1980-2020 OPC Brokers Brian Everett, CEO, and Roy Guinaldo, Sr. Project Manager, will provide oversight of all acquisition activities. Roy will provide project management, participate in coordination meetings, and prepare updates to status reports and schedules. He will also act as the day-to-day coordination with the PWA, provide project team coordination, and interface with federal and state oversight agencies. < < OPC has a depth of expertise and can successfully deliver right of way services. Tim Byrne, Project Delivery Manager San Bernardino County Transportation Authority OPC stands ready to provide the PWAwith quality consultant services. Our team brings a combination of resources to assure the success of your projects. c. Firm and Team Experience n Ives Through Infrastructure tvtv-46 opcservices.com :AO PC DocuSign Envelope ID: 01 C1 DA1 D-6C6A-4608-A484-D928555169F0 City of Santa Ana Public Works OPC Water Resources Right of Way Acquisition Services PAGE 11 d. Understanding of Need ALIGNING WITH PWA'S GOALS The City of Santa Ana Public Works Agency (PWA) provides infrastructure improvements throughout a growing community with a diverse population. To accommodate ongoing project needs, the City of Santa Ana Public Works Agency (PWA) is seeking the services of an experienced, multi -functional consultant to provide acquisition, relocation, appraisal and review, and a variety of related services. OPC has a qualified team assembled to provide the requested services in a one -stop -shop to ensure the PWA's project success. It will be essential that the PWA has a trusted R/W partner onboard. As a turnkey R/W specialist firm for the past 40 years, OPC is ready to deliver timely, responsive, cost -competitive on -call consulting services to the PWA. Together with our proposed team and appraisal subconsultants, we can provide every services as defined in the Scope of Work. As highlighted in this section, OPC's approach to the work required in the RFP is based upon providing a variety of real estate services that are the best value and the most advantageous to the PWA and its constituents. We will follow an integrated approach emphasizing proactive coordination with City directors, project manager, and legal counsel during all tasks. OPC has provided a variety of right of way and related services to the City of Santa Ana, and has on - call contracts with several local city and Orange County clients. Our contracts require a commitment to positive relationships to meet projects needs to make each work order a success. OPC sets itself apart from our competitors through our in- house, turnkey R/W services, including acquisition, relocation, real estate consulting, and related services, providing public agency clients with cost- effective, project solutions. Diverse, Multi -Lingual Staff with Technical Expertise Our diverse OPC team matches the diversity of the population we serve. Approximately 35% of our staff is bilingual in both Spanish and English in addition to a dozen of additional languages that our staff can speak to assist in the communication of the population we serve. OPC provides the PWA with a team of highly educated, experienced, and devoted full-time staff. Our team includes a range of professionals who can provide all of the services outlined in the RFP, including: ■ Certified California licensed Real Estate Brokers and Salespersons ■ California licensed Real Estate Appraisers, holding MAI designation ■ Designated Senior Right of Way (SR/WA) and Right of Way Relocation Assistance Certified (RAN - RAC) professionals. d. Understanding of Need �ci ives Through Infrastructure U-14f opcservices.com v/�' 0 PC DocuSign Envelope ID: 01 C1 DA1 D-6C6A-4608-A484-D928555169F0 City of Santa Ana Public Works OPC Water Resources Right of Way Acquisition Services I, PAGE iz Services and Approach 10 OPC'S AVAILABLE SERVICES OPC provides a variety of right of way and real estate services to support your projects. The following identifies the services available from OPC, along with additional or supplemental services provided by the firm. OPC's In -House Services Additional OPC services: relevant to the PWA'S RFP • Staff Augmentation • Special Studies and Cost Analysis • Project Management • Commercial and Industrial Surveys • R/W Risk • Partial and Full Acquisition Management • Replacement Housing • TCE's Surveys • Legal Description Preparation • Rights of Entry •Rent Control Compliance • Plat Map Exhibits • Property Disposition • Relocation Assistance • Regulation Audits and • Encumbrance Inspection Services Mapping and Analysis • Relocation Plans • Eminent Domain • R/W Engineering • R/W Cost Analysis Support Services • Title & Escrow Coordination • Expert Witness • Caltrans Right of Way Testimony Data Sheets • Title Clearance • Boundary and Title • Right of Way • Utility Coordination Analysis Certification • R/W Cost Estimating • R/W Schedule • Project Close -Out • Property Management Development • Parcel Mitigation Strategies OPC's Subconsultant Services: • Appraisal • Appraisal Review • Business Goodwill d. Understanding of Need ��7_7 in Ives Through Infrastructure t6v-4� opcservices.com :_�A D O r C DocuSign Envelope ID: 01 C1 DA1 D-6C6A-4608-A484-D928555169F0 City of Santa Ana Public Works OPC Water Resources Right of Way Acquisition Services I, PAGE 13 METHODOLOGY AND APPROACH PROGRAM MANAGEMENT OPC's Program Management approach will start with a meeting with PWA staff {� to determine the project requirements and objectives and establish approved forms to be used in the program. We will establish lines of communication and reporting and establish reporting requirements. OPC will create a comprehensive R/W Plan in compliance with the PWA's adopted R/W Policies and prepare a more refined schedule for completing the work. OPC's R/W Plan and schedule will list each task and identify the activities that must be accomplished. Our approach to project management will include: • Manage and attend meetings for Project Delivery, City/PWA meetings, Advisory Committee meetings, and other public stakeholder's meetings. • Preparation of tracking reports to monitor completion of project milestones. • Preparation/presentation of monthly written status reports. • Coordination with federal/ state oversight agencies. • Prepare a risk registry with foreseeable challenges to budget/schedule (and list of viable solutions). To make sure that all members of the team are in agreement as to the PWA's desired process and timeline, OPC's assigned task order Project Managers are responsible for: Tracking and managing all budgetary -related aspects of the project associated with OPC's Scope of Work. Providing as - needed status updates to the ♦ e PWA via email or telephone. Status reporting will be handled by the assigned Project Manager. • Comprehensive initial project planning, including Preparation of tracking reports policy and budget analysis © that monitor the completion of • Tracking/managing tasks, payments, and tenant all budgetary -related, move outs through OPC's recordkeeping, and ProjectOne® system. regulatory compliance aspects of the project associated with OPC's Preparation of a final summary Scope of Work. report for the PWA regarding the • Maintaining OPC's relocation process. Report will ProjectOne® platform. be accompanied with all relevant O More information on documents. ProjectOne® on the following page. OPC Project Manager to provide • Assisting with QA/QC of all staff and work development of product associated with the administrative policies, Project. procedures, and forms. • General consultation/ • Project coordination with PWA and project team Well Factually Timely Planned Supported Relocation Appraisal Offer Counseling Project Approach ji �}ives Through Infrastructure tt✓c'4J opcservices.com v/�' 0 PC DocuSign Envelope ID: 01 C1 DA1 D-6C6A-4608-A484-D928555169F0 City of Santa Ana Public Works OPC Water Resources Right of Way Acquisition Services PAGE 1a [ RIGHT OF WAY ACQUISITION SERVICES ACQUISITION APPROACH All services are performed in accordance with the regulations and standards of the acquiring agency and the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, as amended, and the URA regulations that became effective in February 2005. Our personnel have an excellent working knowledge of Title 49 Code of Federal Regulations (CFR) Part 24, State of California eminent domain law, as well as Caltrans Right of Way Manual Acquisition guidelines. We will personally contact each affected owner in person (as reasonably possible) and represent the PWA and its intended program. We will orchestrate all questions and concerns with our the PWA contact and will be the proactive middleman between the PWA and each landowner. Negotiations will follow the path of good - faith negotiations utilizing an integrative approach for maximum results. Our team members are skillfully trained in this type of negotiation and have mastered the art of win -win settlements. The benefits are cost effectiveness and a reduction in project delays (due to fewer court actions and adherence to project scheduling). This results in an increase in the public's confidence in the PWA. Our objective is to build trust on your behalf. We will provide timely responses to the verbal or written inquiries of any property owner, lessee, licensee, occupant, or other holder of a compensable interest, as applicable, not more than five (5) working days after the inquiry. We will prepare acquisition packages in accordance with the PWA's policies to include an offer letter, summary statement, Memorandum of Agreement, property plat/sketch, and PWA's acquisition brochure. The most important aspect of acquiring private property under the threat of eminent domain is to establish and maintain a good, respectful and trusting relationship with the property owner. These relationships go a long way to ensure a timely, cost-efficient and fair outcome both for the successful completion of the project as well as the continued support and satisfaction of the communities it serves. Our goal is always to achieve a "win — win" result for all right of way activities. From the outset, OPC's staff will begin the process of establishing a close rapport and professional relationship with those affected by the project, opening the all-important communication channel to answer questions, calm fears, discredit rumors, and give accurate information related to Project scheduling objectives, progress, and outcomes. Upon establishment of just compensation by the PWA (which will be made prior to the initiation of negotiations), OPC will craft individual offer and agreement packages for each needed ownership and have them signed by the PWA's authorized representative prior to presentation of First Written Offers (FWO). Every effort will 0 CONTACT 0 NEGOTIATION Project Approach �f Ives Through Infrastructure `6v'44 opcservices.com :AO PC DocuSign Envelope ID: 01 C1 DA1 D-6C6A-4608-A484-D928555169F0 City of Santa Ana Public Works OPC Water Resources Right of Way Acquisition Services PAGE 15 be made to present the FWO in person (when possible) within one week of the approved appraisal with an outside window of no more than 30 days. Offers will be presented to all parties with a compensable interest, including property owners and occupants (tenants/lessees) owning improvements pertaining to the realty. If a meeting cannot be arranged, the acquisition agentwill attemptto make telephone contact with the property owner, prior to sending the FWO package by mail (return receipt requested) and follow up with calls (personal meetings, when able, with social distancing). FWO packages will include a summary appraisal statement or full appraisal where required by law, and an information pamphlet on eminent domain. The appraisal report and all offer documents will be explained in detail and reviewed with the property owners and, if necessary, tenants with a compensable interest. Agents will continue their "good faith negotiations" and follow in - person meetings, as necessary, with written correspondence, counter-offer packages (if any), purchase agreements, easements, grant deeds and other documents necessary to complete the acquisition. The acquisition agent will respond to all questions about the offer and process and will maintain phone and/or personal contact with owners to facilitate settlements. Our experience has shown us that personal contacts increase the likelihood of amicable settlements. Acquiring RIGHT OF ENTRY (ROE) property through negotiated settlements may necessitate greater levels of effort and, where appropriate, will continue even after pre - condemnation proceedings have been initiated. When a conditional settlement has been reached that is subject to review and approval by the PWA, the acquisition agent will provide the PWA with a written report for consideration. If an administrative settlement appears to be prudent, reasonable and in the public interest, the acquisition agent will prepare a settlement discussion memorandum reviewing the issues and providing support for any settlement beyond the approved appraisal amount. If a settlement with owners and other required interests is reached pursuant to the PWA's approved appraisal or an administrative settlement, the acquisition agent will prepare a Memorandum of Settlement (MOS). After being checked for quality and consistency, the MOS will be transmitted to the PWA within one week of receiving the owner's signature on the required documents. Conditions of title and escrow instructions, including title exceptions, will be reviewed and the disposition of each exception will be addressed in the MOS and escrow instructions to the title company. OPC agents will coordinate escrow with the PWA's preferred title company, including securing re - conveyance and subordination agreements as necessary, and obtain title insurance policies after the close of escrow. OPC agents will complete all final close-out work per the PWA's requirements. OPC will provide the needed Right of Entry (ROE) services. Ourfirm is highly -experience in this scope of work and we have obtained hundreds of ROE for OPC's projects. OPC will confirm the number of separate Right of Entry permits required for the PWA's assignment. The following outlines briefly the scope of work expected in obtaining ROE permits: 1. Draft Right of Entry (ROE) documents and secure approval as to form from the PWA. 2. Establish personal contact with property owners, wherever possible; present details of ROE. 3. Negotiate with property owners and secure execution of required agreements. 4. Provide regular status updates to any relevant parties associated with the Project Team. 5. Facilitation of any payments from the PWA to private property owners, via mail. 6. Reasonable assistance to project survey team with special owner request and access concerns. Project Approach J���Jy�jci Ives Through Infrastructure /�� n � fll4� opcservices.com '/rim O PC DocuSign Envelope ID: 01 C1 DA1 D-6C6A-4608-A484-D928555169F0 City of Santa Ana Public Works OPC Water Resources Right of Way Acquisition Services I, PAGE 16 REAL ESTATE CONSULTANT SERVICES We are confident in our ability to deliver real estate consultant services and a timely, successful outcome. The PWA may know OPC as a right of way firm, but OPC also provides a variety of real estate consultant services to public agencies throughout the western United States. The following ancillary real estate services including Property Disposition, Surplus Land Sales, Market Analysis, Feasibility Studies, Property Searches, and Professional Broker's Opinion of Value (PBOV). OPC has been in the real estate services market for 40 years which allows us connections, contacts, and clients throughout California and our strong market presence. We have contacts with residential and commercial realtors, commercial and residential developers, and lenders as a result of providing 40 years of relocation services for municipalities and private developers. To generate interest, we capitalize on our long-term relationships with lenders and developers. Identifying the highest and best use of a property translates into the strongest value for the PWA. Our real estate strategy involves analysis of properties for sale, while targeting buyers/ developers that have the ability to move forward with the purchase. Avalue-based determination will be made using our own feasibility analysis (backing into a property value based upon a fair development return, versus a timely close). Market comps aid in the determination of pricing and targeted buyers. While quick sales are always the focus of the marketing effort, targeting buyers that share the goals and objectives of the PWA is also our primary goal. As to the method and means of exposure, prospective buyers are provided with detailed marketing packages for a property inclusive of title information, maps and aerials, demographic trade area data including business and daytime population, traffic counts, proposed development plans (if available), and other relevant information. Direct submittal to buyers are sought first to maximize property returns, and after an agreed upon period, we market to the brokerage community via direct email blasts (with each property package downloadable via the internet for registered buyers). As a firm working almost exclusively with governmental agencies, we have built long- standing relationships with housing developers and other agencies that may have an interest in the purchase of certain properties, along with connections with engineering firms and a large network of entities that may have interest in special use properties. Traditional commercial brokerage firms cannot bring such extensive experience working alongside public agencies. Project Approach t6vn Ives Through Infrastructure '46 opcservices.com :AO PC DocuSign Envelope ID: 01 C1 DA1 D-6C6A-4608-A484-D928555169F0 City of Santa Ana Public Works OPC Water Resources Right of Way Acquisition Services I, PAGE 17 RELOCATION SERVICES RESIDENTIAL RELOCATION All displacees will receive advisory assistance referrals to replacement sites. We have decades of experience and have developed techniques to relocate hard -to -house displacees into DS&S housing. We will explain the relocation process and how reimbursement for actual, reasonable, necessary, and eligible expenses will occur, including the steps necessary to document and verify their entitlement. Our relocation team will search for replacement housing that meets the family size and the work/school/church needs that are within their financial means. Once a replacement site has been identified and secured, we will help the displacee obtain moving bids from eligible, licensed, and qualified moving contractors that we have fully vetted. Our relocation team excels because of our compassionate relocation advisors. Team members have experienced and worked through hardships with displaced families and are equipped to implement a smooth transition into a new home. OPC agents will conduct a walk- through of the vacated property to ensure that it has been left in a swept — clean state and that no personal items have been left behind, particularly furnishings or hazardous waste that will require the PWAto dispose of. Also, unless negotiated ahead of time, we inspect to make sure built-in appliances or other attached items that were part of the appraised value/purchase price have not been removed. BUSINESS RELOCATION Our agents have a primary goal of trying to keep viable businesses going. As business professionals ourselves, we like to seek out all angles for the continued operation of the business. We spend the time required with an owner or tenant to try and find out what makes their business successful and incorporate those factors into our site search criteria. This approach is usually rewarded in terms of fewer businesses "going out of business" yielding fewer claims for loss of business goodwill, which is one of the foundational risks of relocating businesses in California. Our approach recognizes the types of businesses that have goodwill loss potential, so we can assign adequate resources to either 1) mitigate the loss, or 2) defend a false claim by the business' legal counsel. OPC will explain the relocation process and how reimbursement for actual, reasonable, necessary, and eligible expenses will occur, including the steps necessary to document and verify entitlement. Business owners will be given all required documentation needed to submit a claim, along with an explanation for each. Our search for a replacement site will consider all factors that will minimize their loss of patronage, zoning and permitting restrictions, specific licensing territories (manufacturers sometimes license or assign a specific retail or distribution area to a retailer to restrict competition), franchise restrictions, access issues, etc. Project Approach jci Ives Through Infrastructure ✓-V opcservices.com zA 0 PC DocuSign Envelope ID: 01 C1 DA1 D-6C6A-4608-A484-D928555169F0 City of Santa Ana Public Works OPC Water Resources Right of Way Acquisition Services PAGE is TITLE & ESCROW SERVICES OPC will support the PWAs projects with title and escrow coordination services. as follows: • Secure copies of recorded back-up documents, as needed. • Share preliminary title information with right of way engineer, surveyor, and real estate appraisers for their use on the project. • Prepare list of title exceptions to be cleared; confirm manner of disposition is consistent with approved project plan. • Facilitate changes to preliminary title reports after the preparation of the legal descriptions, if necessary for partial acquisition projects. Secure vesting deeds, property profile, and tax map for each property. Secure preliminary title reports (PTRs) for each property acquisition. PTRs will be updated within one year of receipt, at no additional cost unless an ownership change has occurred. If an acquisition goes through escrow, the PTR will be updated at the opening of escrow and a title policy will be issued at close of escrow. If an acquisition goes into to condemnation, the PTR will be upgraded to a Litigation Guarantee at an additional cost from the Title Company. Project Approach �f Ives Through Infrastructure `tv'4�7 opcservices.com :AO PC DocuSign Envelope ID: 01 C1 DA1 D-6C6A-4608-A484-D928555169F0 City of Santa Ana Public Works OPC Water Resources Right of Way Acquisition Services PAGE 19 — UTILITY COORDINATION OPC's Utility Coordination service addresses the relocation of utility poles, as well as varying lengths of accompanying underground utility facilities, vaults, and appurtenances. Our utility coordinators work from inception of the Right of Way Data Sheets through to the delivery of Right of Way Certification and Post - Certification activities, such as project closeout/acceptance. Functions include coordinating with project engineering with efforts made to identify and mitigate or prevent utility relocation. The utility coordinator participates, as needed, in project meetings either in person orvia conference call. Potholing/ daylighting activities are coordinated with the utility owners. An active reporting relationship is developed and maintained with the various project engineers, including all of the utility owners. Cost liability will be established in accordance with applicable Caltrans and Federal codes and requirements. The utility coordinator will develop individual Reports of Investigation, Notices to Owner (and, when applicable), Utility Agreements and inclusion in the Right of Way Certification project milestone (if applicable). Coordination will be provided between the project construction Resident Engineer and the Utility Owners for any relocation activities scheduled to take place during project construction. OPC's coordinator reviews bills from utility owners for payment by the City. Finally, close-out activities are performed for utility relocation files. Four Decades of Successful Real Estate Services to Public Agencies 3131 They are reliable and very professional. The OPC team ALWAYS exceeds our contractual expectations. Gabriela Nevins, Project Manager San Diego Housing Commission Project Approach �jci �p(�ives Through Infrastructure �. —4 opcservices.com zA Orn C DocuSign Envelope ID: 01 C1 DA1 D-6C6A-4608-A484-D928555169F0 City of Santa Ana Public Works OPC Water Resources Right of Way Acquisition Services PAGE zo M PROPERTY MANAGEMENT OPC has provided property management services to public agencies, transportation authorities, and private developers for more than 25 years, including services to the City of Santa Ana. We have managed all types of properties including market rate and affordable housing, mobile home parks, retail centers, office and industrial parks, vacant lots, and storage facilities. Rent collections and reporting functions are handled by dedicated property managers and/ or financial specialists who establish client trust accounts, collect and deposit rents, prepare operations checks for second -party signature, prepare rent rolls and tenant ledgers, and reconcile account statements. Our property managers send late notices and interact with tenants on anything relating to rents or deposits owed or paid. Maintenance, inspections, and repairs are handled by OPC's Property Maintenance team and list of qualified vendors. This team handles a variety of service calls such as landscape maintenance, hauling, clean -outs, tenant make-ready's, graffiti removal, and board -ups. Our property management team offers: Pre -close inspections Negotiation of interim leases Rent collections Property monitoring for unsafe conditions or violations Coordination of removal of any hazardous materials Demolition management and coordination Management and coordination of all property maintenance Post Possession Interim Management Prepare and deliver rental agreements tailored to project objectives (if desired). Collect and deliver monthly rent payments to the PWA. Prepare and deliver required notices. Administer emergency and unsafe condition repairs. Contract for on -going building and ground maintenance. Coordinate payment of vendor fees and utility bills. Collect keys and verify abandonment. Provide monthly reporting to the PWA. Post Possession Site Control Contract board -up, fencing, security services. Utility disconnection and meter removal. Asbestos and demolition cost estimates. Coordination of asbestos abatement and demolition contractors. Collection of keys and abandonment verification. Monthly reporting to the PWA. Project Approach ives Through Infrastructure tvt-rs6 opcservices.com :AO PC DocuSign Envelope ID: 01 C1 DA1 D-6C6A-4608-A484-D928555169F0 City of Santa Ana Public Works OPC Water Resources Right of Way Acquisition Services PAGE z1 DELIVERABLES Deliverables for the Scope of Work will include: Program/Project Management Monthly status reports Schedule updates Acquisition Matrix/Report Preliminary Title Reports PTRs and Underlying Documents Right of Way Acquisition Services Appraisal Reports/Reviews Waiver Valuations Written offers of Just Compensation Executed Deeds Right of Way Agreements Condemnation Services Appraisal Services Copies of all Appraisal Reports Copies of Appraisal Review Reports Utility Relocations �� Preliminary Utility Plans Final close-out utility parcel files Relocation Claim Letters/responses, Notice to Owners Utility Agreements Amended Utility Agreements Reports of Investigations Escrow and Recording Services Final/Closed Escrow Documents Signed Purchase Agreements Other Escrow Related documentation Recorded Deed Policy of Title Insurance Rights of Entry Signed ROE Agreements All deliverables become the property of the City of Santa Ana Public Works Agency. Project Approach 25tf�jci Ives Through Infrastructure —' opcservices.com zA 0 PC DocuSign Envelope ID: 01 C1 DA1 D-6C6A-4608-A484-D928555169F0 City of Santa Ana Public Works OPC Water Resources Right of Way Acquisition Services I, PAGE zz e. Project Experience / f. References The next pages outline our experience providing similar services for public sector clients, with references and year completed. 1 LA DEPT. OF WATER & POWER, RIVER SUPPLY CONDUIT IMPROVEMENT The River Supply Conduit Improvement Upper Reach (RSCIUR) was an improvement to Unit 7 and consisted of installing 13,255 linear feet of 78-inch diameter pipeline, primarily within the tunnel. LADWP tasked OPC with acquiring 74 easements for the project. We completed the acquisitions on time and within budget. The project replaced approximately 30,000 linear feet of the RSC that runs between North Hollywood Pump Station and the Headworks Spreading Grounds site with a larger diameter steel pipe. The original River Supply Conduit (RSC) was built in the 1940's and responsible for transporting YEAR COMPLETED: 2019 substantial amounts of water from the Northeast Valley to the Central City area in the Los Angeles region. 1 Ron Davis Sr. Real Estate Officer LOS ANGELES DEPARTMENT OF WATER & POWER Tel: 213.367.0557 Ron.Davis @ladwp.com SAN DIEGO COUNTY WATER AUTHORITY, PIPELINE 3 RELINING PROJECT This project rehabilitated approximately four miles of Pipeline 3 between Lake Murray and Sweetwater Reservoir in San Diego County. The Authority Relined the pipeline by excavating 25-foot-by-60-foot sections and installing steel liners through the length of the pipe. Most construction activities occurred at these access portals, which the County spaced approximately 525 to 2,500 feet apart. SDCWA tasked OPC to perform acquisition services for workspace and laydown yards for the portals through residential/ commercial areas. There were approximately 21 properties affected by this project. The SDCWA also rehabilitated existing pipeline access structures as part of this project. YEAR COMPLETED: 2017 F Nick Von Gymnich Sr. R/WAgent SAN DIEGO COUNTY WATER AUTHORITY Tel: 858.522.6910 NvonGymnich @sdcwa.org e. Project Experience/f. References Ives Through Infrastructure t6vIs� opcservlces.com :AD 0 r C DocuSign Envelope ID: 01 C1 DA1 D-6C6A-4608-A484-D928555169F0 City of Santa Ana Public Works OPC Water Resources Right of Way Acquisition Services PAGE z3 ■ SOUTH COAST WATER DISTRICT. SO. LAGUNA TUNNEL STABILIZATION A two-mile sewer tunnel that was built in 1954 runs deep inside the ocean -facing cliffs in South Laguna, CA. The tunnel houses a sewer line that conveys one million gallons of wastewater a day by gravity flow to the Coastal Treatment Plant in Aliso Canyon. The volume of wastewater carried by the line is approximately 25% of the District's daily load. The tunnel was undersized, deteriorating, and unsafe, posing risks of injury to workers and risks of damaging or breaking the sewer line itself, potentially causing a sewage spill onto the beaches along the two-mile coast. OPC acquired upgraded easements, new easements, access rights, and fee interests from 214 beach -front property owners along the 2-mile length of existing sewer tunnel. Our program management capabilities for this large parcel project were enhanced by OPC's SharePoint project management site. The District allowed OPC's phased program with stepped -up levels of effort consistent with the values of the property rights to be acquired and impacts to the land. OPC was able to contain condemnation proceedings to a handful of residents who were fundamentally opposed to the project — which was a $20 million litigation expense savings from the original services cost estimates. YEAR COMPLETED: 2013 FRIANT WATER AUTHORITY, FRIANT-KERN CANAL The Friant-Kern Canal Middle Reach Capacity Correction Project is a joint effort of Friant Water Authority and the Bureau of Reclamation. The project seeks to address needed repairs to 33 miles of the 153-mile-long Friant-Kern Canal, which has lost more than 50% of its design capacity due to land subsidence caused by groundwater overdraft conditions that occurred during California's 2011-2019 drought. The proposed project includes construction of a new parallel canal immediately to the east of the existing Friant-Kern Canal to improve the water flow of the canal in Tulare and Kern counties. Currently in the design phase, OPC is providing coordination and management to resolve utility conflicts identified by the design and acquisition team (Stantec and Bender -Rosenthal, respectively). OPC estimates 61 utility conflicts between 20 different irrigation districts and third -party utility owners, resulting in 45 Utility Agreements (UAs), 20 Amended UAs and 30 conveyance documents (Joint Use/Consent to common Use Agreements, utility easements). OPC will act as the primary point of contact with all utilty owners, actively participate in the design of the project, mitigate issues with BRI and the Design Team, issue Notice to Owner to relocate utility, prepare utility agreements, assist in obtaining permits, ensure all easement and property rights have been property conveyed to utility owners, prepare deed jackets, and provide final close out utilty parcel file to the Authority. 3 Betty Burnett General Manager (now with) SOUTH ORANGE COUNTY WASTEWATER AUTHORITY YEAR COMPLETED: Ongoing Tel: 949.234-5400 bburnett @socwa.com E Linda Lee, PMP Principal Project Manager BENDER ROSENTHAL (PRIME) Tel: 916.978.4900, ext. 204 Llee @benderrosenthal. co m 2tvi7�,}{.ives Through Infrastructure 'JJ opcservices.com zA 0 PC DocuSign Envelope ID: 01 C1 DA1 D-6C6A-4608-A484-D928555169F0 City of Santa Ana Public Works OPC Water Resources Right of Way Acquisition Services I, PAGE 24 PROJECTS FOR CITY OF SANTA ANA 0"M OPC has worked with the City of Santa Ana for over 20 years. Throughout C that time, we have provided all of the J services outlined in the PWAs RFP. The following includes just a few project Jason Gabriel highlights: Principal Civil Engineer The Bristol Street Wdening Project has progressed over several phases. OPC CITY OF performed cost estimates, acquisition, SANTA ANA relocation, and property management Tel: 714.647.5664 services associated with different phases of this project. Most recently, JGabriel OPC is working on the Bristol Street @santa-ana.org Widening Project - Phase III A and B, managing all acquisition and relocation services associated with these phases as well as property management. OPC managed, maintained, and monitored vacant land and structures on behalf of the City as part of the project. Project monitoring included illegal occupancy, compromised board -ups, illegal dumping, weed abatement needs, graffiti, theft, property damage, and illegal use of utilities. OPC has worked on numberous projects over the past 20 years including Grand Avenue Widening, Civic Center On -Call, Bristol & 17 Intersection Project, Warner Avenue Street Widening, Santa Ana Boulevard Grade Separation, and many others. e. Relevant Project Experience Ives Through Infrastructure ttu'jJ4 opcservices.com :AO PC DocuSign Envelope ID: 01 C1 DA1 D-6C6A-4608-A484-D928555169F0 City of Santa Ana Public Works OPC Water Resources Right of Way Acquisition Services PAGE z6 Scope of Work: Schedule We have outlined our scope of work and approach extensively in the previous pages. OPC has a thorough understanding of all of the services defined in the RFP. The chart on the following page outlines a hypothetical schedule (with critical path tasks) for completing a typical acquisition and relocation project. The schedule assumes a project start date of December 1, 2020. This schedule represents an approximate range of time it would take to complete a project of similar scope. Scope Schedule Ives Through Infrastructure ttvrs6 opcservices.com :AO PC m 9- u 0 N u 0 N V 0 N -o d 0 0 C M C ca U C a) a) �,.-L O >d c 0 o T 0), o T° 0-0 = o f n a„ cc 30 N O N N a 0 U -0 O Q S 75 O U O) U >> a5 a)z C QQN Q -a> a) 2 a 0- ca w ��a)Q�o� 0)a) TN 2-c E.. N F m 0 a C _ 0)U _ (7 .D n ca O a5 C U C 4T a) v fa 3 0 N ca 0 O� y aM o a Y a) U a) c N a) ■ Ca 0 Q'6 3q L-� w O aa5 C a) I W >. 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Z Ca Nd 0c'3 m Q pC��a3cEo c U V3 a) N O 0 a5 w lL U a) a) C U C -LU op .a) Ew o c-5.a)Er- rn p o o p p° 3 ca a .�d CU N E u UL >` cu O-OL N -0-0 a) a) o-o7 N :� 0 a1 .E 0 z O Q V O J W z CO z O F N 7 cr V Q Ln `w n a W a 3 a '> Z a ¢ W 3 2 a a 0 a W , —� iNM .0. ai — ,� a) N a) C C U E — U .0 w N o d- c O U L O Q a1 ai -O .N a) '> d a.� N U c c a a o a) 0)O U N pL.. a7 > N E �o To N EcE6 -0Co— E— >v E°) o a)fna?a)U° O'N (tea Ca a) > Ca Q.,J N a N ca ' O_ -O -D.� a N C a) '— (6 N E d 0)— O -C3 0 0> d U 0) N L a1 C m U Q w d 2 0)0 a) O-0 7 w w O �n 0-5 aasL a) 3 �0—�°�N3Ern 3 U u C U o O (a 0-N. V 3 N, i 0 a) 0-0 a) -C a _0 a) a)ca 0 S N N Ca U O C 3 N'0 C U N ca a7 a) O Ca ao E U� ai 0 w C a) — p N '3M-p > m O 0 !- C)d a)°Lc 03(6a) DocuSign Envelope ID: 01 C1 DA1 D-6C6A-4608-A484-D928555169F0 City of Santa Ana Public Works OPC Water Resources Right of Way Acquisition Services I, PAGE z8 Project Tools: OPC's ProjectOne@ ProjectOne° is our dedicated online system, created and developed by OPC to specifically address the unique needs of the our industry. The use of ProjectOne on our projects ensures timely delivery of our tasks, which in turn results in reduction of costs on your projects. AUTOMATED/REAL-TIME REPORTING Client communication and real-time transparency into the progress of our work is our top priority. For that reason, we utilize a state-of-the-art dedicated project management tool called ProjectOne®. ProjectOne® gives the client access to up-to-date, real-time information via a secure site that you can simply login to at any time. All reports and information are at your fingertips whenever you need it. The AEC- 021 _ O I SECURE ACCESS iVClmSr: F2"y� � I t i e � u J 1 O C's Projectors automated reporting platform utilizes the latest technology for management of project data, documentation, progress tracking, and reporting. The standardization of documents and processes assures regulatory and jurisdictional consistency. What is most important is how our clients benefit from this unique project management experience — the instant access to up-to-date, current information on the project. PROPRIETARY SOFTWARE OPC designed ProjectOne® with superior quality control t in mind, and it provides standardization of project processes, which in turn results in regulatory and jurisdictional consistencies. Our team can easily coordinate the dynamic needs of each of our projects through the project site, integrating multiple disciplines and resources of the project team from various OPC locations. Project Tools: ProjectOne® 1uives Through Infrastructure t6v-r58 opcservlces.com :AD 0 r C DocuSign Envelope ID: 01 C1 DA1 D-6C6A-4608-A484-D928555169F0 Fee Prormsal FEE PROPOSAL Uploaded separately to Planet Bids. a.. hu V Fee Proposal A�j ci ives Through Infrastructure mt,9 opcservices.com zl-AOPC DocuSign Envelope ID: 01 C1 DA1 D-6C6A-4608-A484-D928555169F0 Certifications r Certifications �ci��ives Through Infrastructure On� bb opcservices.com r DocuSign Envelope I D: 01 C1 DA1 D-6CM-4608-A484-D9285551691`0 Appendix ATTACHMENT 4-1: NON -COLLUSION AFFIDAVIT CERTIFICATIONS WATER RESOURCES RIGHT OF WAY ACQUISITION SERVICES RFP NO.: 20-091 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'alsq constitute signature pf this Non -collusion Affidavit. BIDDERS are cautioned that making `a false certifire on ma f- cty;t"ertifier to criminal prosecution. State of Caliif6nrnria y�I County of 1v (S�LES Subscribed and sworn to (or affirmed) before me on this 29 day of SFpTeM 0_7 by V21MN L-yc-j2e T proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me. ------------------ KATIE QUICK Comminion A 2176757 '.• Notary Public - California ORANQECounry MY Comm. Expires DEC 23, 2020 Notary Public Seal City o1AZI? p P 20-091 image DocuSign Envelope ID: 01 C1 DA1 D-6C6A-4608-A484-D928555169F0 Appendix ATTACHMENT 4-2: NON -LOBBYING CERTIFICATION The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: 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 Overland, Pacific & Cutler, LLC Signed and Printed Name: Brian Everett Title CEO/Broker in Charge Date City of244p P 20-091 DocuSign Envelope ID: 01 C1 DA1 D-6C6A-4608-A484-D928555169F0 Appendix ATTACHMENT 4-3: NON-DISCRIMINATION CERTIFICATION 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 Governrnent contracts or federally assisted construction contracts in accordance with procedures authorized in Execution Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulations, or order of the Secretary of Labor, or as otherwise provided by law. 7. The Consultant shall include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted City of ZORn P 20-091 A - DocuSign Envelope ID: 01 C1 DA1 D-6C6A-4608-A484-D928555169F0 by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontract or purchase order as the administering agency may direct as means of enforcing such provisions, including sanctions for noncompliance; provided, however, that in the event the Consultant becomes involved in, or is threatened with, litigation with a sub -consultant or vendor as a result of such direction by the administering agency, the Consultant may request that the United States enter into such litigation to protect the interests of the United States. 8. Pursuant to California Labor Code Section 1735, as added by Chapter 643 Stats. 1939, and as amended, No discrimination shall be made in the employment of persons upon public works because of race, religious creed, color, national origin, ancestry, physical handicaps, mental condition, marital status, or sex of such persons, except as provided in Section 1420, and any consultant of public works violating this Section is subject to all the penalties imposed for a violation of the Chapter. Signed: Title: CEO roker in Charae Firm: Overland, Pacific & Cutler, LLC City of'Mage" 20-091 gage DocuSign Envelope ID: 01 C1 DA1 D-6C6A-4608-A484-D928555169F0 Appendix ATTACHMENT 5 REFERENCES WATER RESOURCES RIGHT OF WAY ACQUISITION SERVICES RFP NO.: 20-091 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 ftrm's qualifications. Reference Customer Name_ Los Angeles DWP Contact Individual: Ron Davis Address: 111 N. Hope Street, Rm 1031 Phone Number: 213.367.0557 -Los Angeles, CA 90012 Facsimile Numher unknown ContractAmount: $106,000 year: 2019 Description of supplies, equipment, or services provided_ Acquisition of easements forthe River Supply Conduit Improvement Upper Reach (RSCIUR) Unit 7. Customer Name: San Diego County Water AuthorContact Individual: Nick Von Gymnich Address: 4677 Overland Avenue PhoneNum San Diego, CA 92123 FacsimileN ContractAmount: $126,000/Aquaduct$72,000 year: 2017 Description of supplies, equipment, or services provided: 858.522.6910 unknown Acquisition services for workspace and laydown yards for the Pipeline 3 Relining Project Reference Customer Name: South Coast Water District Contact Individual: Betty Burnett (now with SOCWA) Address: 31592 West Street Phone Number. 949.234.5400 Laguna Beach, CA 92651 unknown ContractAmount: $450,000 + 90K year: 2012-2013; 2018 work with attornies Description of supplies, equipment, or services provided: of easements, access rights, fee interests from 214 beachfront of So. THIS FORM MUST BE COMPLETED AND INCf ,UDE,D WITH THE PROPOSAL, PROPOSALS THAT DO NOT CONTAIN T�t�f XffL BE CONSIDERED NONRESPONSIVE. DocuSign Envelope ID: 01 C1 DA1 D-6C6A-4608-A484-D928555169F0 " My experience has been good overall with OPC; I enjoy working with their staff. Mark Lancaster Right of Way Manager Riverside County Transportation Commission eam Resumes Appendix ives Through Infrastructure AV-, 96 opcservices.com i-' D 0 C DocuSign Envelope ID: 01 C1 DA1 D-6C6A-4608-A484-D928555169F0 [Gigs I. RESUME Brian Everett CEO/BROKER-IN-CHARGE ■ OVERVIEW + dw �y17' Since 1986, Mr. Everett has been involved in virtually every aspect of real estate consulting pertaining to right of way and real property acquisition, relocation assistance, and property management services. His experience includes program and project management for public works improvement, community development, school district, and transportation projects under federal, state, and local guidelines. As CEO of OPC, Mr. Everett sets goals for the largest company in the West specializing in right of way services for public infrastructure. Through creative planning, he anticipates the needs of the right of way industry to better serve OPC's clients. He also focuses on selecting and retaining the most highly -qualified staff in the industry, fostering an atmosphere of success and company growth. PROJECT EXPERIENCE Los Angeles World Airports (LAWA) Education Master's, Economics, Cal State University, Los Angeles Bachelor's Degree, Economics, Minor in Finance, Cal State University, Northridge License(s) Real Estate Broker, California, No. 00912304 Real Estate Broker, Nevada, No. B.1000725.CORP Affi I iations/Certifications Burbank/San Fernando Valley Board of Realtors IRWA, SR/WA Candidate Active Member, IRWA Chapter 1 Past Chairman, IRWA Ch 1 Public Agencies Committee IYears of Experience Initial Year in Industry: 1986 Initial Year with OPC: 2001 Noise Mitigation Program. Principal -in -Charge for the largest voluntary acquisition and relocation program in the nation at the Los Angeles International Airport. The team successfully acquired 100 properties totaling over 450 units. OPC assisted owners and contractors in coordinating pre -close of escrow inspection requirements and repairs. Additionally, OPC worked directly with the Los Angeles County Tax Assessor's Office to assist home owners with property tax base transfers. On a most aggressive schedule, OPC provided relocation services for over 1,400 residential cases including 150 government subsidized households. By developing a relationship with numerous Housing Authorities and various property managers, OPC's specialized referral department built a comprehensive list of over 4,500 rental units which included unit amenities and photographs. City of Burbank ElmAvenue, North Naomi, West Verdugo, San Fernando Road, Thornton Road. Provided essential management oversight on multiple projects for the City of Burbank. Services included relocation plans, residential relocation services (both permanent and temporary) and acquisition. Project contracts have totaled over $700,000. City of Pico Rivera Passons Grade Separation. The City of Pico Rivera partnered with the City of Santa Fe Springs, Burlington Northern Santa Fe Railroad (BNSF), Caltrans Division of Rail, and several other transportation agencies to secure funding for the $43 million grade separation project. Provided project management and oversight for this grade separation project which allowed Passons Boulevard to pass under the railroad tracks, eliminating a dangerous crossing where many residents had been injured or killed. Handled the legal description and plat map preparation, appraisal, title clearance, property acquisition, and relocation assistance for all parcels required for the project, including part and full takes and approximately 100 relocations under FHWA oversight. Of the part takes, 2 commercial centers, a school, railroad, MTA, and single family properties were affected. A 90-unit building was acquired and all occupants relocated without ever issuing a 90-day notice to vacate. 25'a g Lives Through Infrastructuren —& opcservices.com -*A- O1'i� DocuSign Envelope ID: 01 C1 DA1 D-6C6A-4608-A484-D928555169F0 IQ Z0 RESUME Brian Everett CEO/BROKER-IN-CHARGE PROJECT EXPERIENCE, continued City of Pico Rivera Passons Grade Separation. The City of Pico Rivera partnered with the City of Santa Fe Springs, Burlington Northern Santa Fe Railroad (BNSF), Caltrans Division of Rail, and several other transportation agencies to secure funding for the $43 million grade separation project. Provided project management and oversight for this grade separation project which allowed Passons Boulevard to pass under the railroad tracks, eliminating a dangerous crossing where many residents had been injured or killed. Handled the legal description and plat map preparation, appraisal, title clearance, property acquisition, and relocation assistance for all parcels required for the project, including part and full takes and approximately 100 relocations under FHWA oversight. Of the part takes, 2 commercial centers, a school, railroad, MTA, and single family properties were affected. A 90-unit building was acquired and all occupants relocated without ever issuing a 90-day notice to vacate. City of Oxnard Rice Avenue Interchange Realignment. Directed the activities for 56 mixed -use, full- and part -take acquisitions, 30 homeowner and tenant relocations, and 18 business and non-profit organizations relocations. Managed the Las Cortes Project, also in the City of Oxnard, which involved temporary relocation for a 260-unit building being demolished and rebuilt in the City, involving approximately 50 permanent displacements. City of Glendale State Route 134 Freeway Realignment. Project Manager for this State Route project which involved 8 complex industrial part -take acquisitions. The project was performed under the supervision of Caltrans, and involved turn -key services including appraisal, right of way engineering, project management, and eminent domain support. This unique project required major takes from not only Glendale but Los Angeles city departments, including flood control and railroad, affecting the Griffith Park Trust. Los Angeles Unified School District Various Projects. Provided management of the appraisal, title, escrow, acquisition, relocation, interim property management, and demolition services for the School District's projects which involved over 300 acquisitions, 250 residential and 80 business relocations. OPC was the major consulting firm for LALISD's extensive school site development program and aided the district in its school site selection process by providing many "in-house" consultants that helped the district with oversight and management of its programs and its relocation plan preparation. In round numbers, OPC helped with 40 school sites, acquired approximately 1,000 properties, and relocated approximately 4,000 households and businesses. Lynwood Unified School District Multiple Project Sites. As Principal-in-Charge/Program Manager, providedfull-serviceprogram managementfor seven school sites that included 100 acquisitions and 350 relocations. The program management included: Title coordination, appraisal coordination, acquisition, relocation, and property management services, in addition to representation to the State of California Department of General Services and the Office of Public School Construction regarding funding matters and bond applications. City of Montclair Grade Separation Project. This project involved 23 full- and part -take acquisitions. Additional services provided included 3 business relocations, appraisal, and escrow coordination. 25a g Lives Through Infrastructure —6 opcservices.com ::I&Wn O Pf C DocuSign Envelope ID: 01 C1 DA1 D-6C6A-4608-A484-D9285551691`0 IQ i1111 P RESUME Brian Everett CEO/BROKER-IN-CHARGE PROJECT EXPERIENCE, continued Glendale Housing Authority Multiple Project Sites. Provided project management on several Housing Authority projects including appraisal oversight, relocations, and other right of way services. City of Baldwin Park Various Projects. Provided project management on several projects including the Downtown Revitalization including relocation plan creation and on -call support for public outreach projects. San Bernardino Economic Development Agency Multiple Projects. Managed various projects for the City of San Bernardino Economic Development Agency involving 45 full -take acquisitions. PAST RELEVANT EXPERTISE Principal Real Property Agent County of Los Angeles Department of Public Works, 1990-2001 For 11 years, served the County of Los Angeles Department of Public Works starting as a Real Property Agent and progressing to become the Principal Real Property Agent with oversight responsibility for all acquisition, excess property, and property management oversight. Responsible for the oversight of all County of Los Angeles Department of Public Works, which included all County Flood, Waterworks, Airport and Road facilities, property acquisitions and supervision of a staff of 15 property agents. Planned work programs, developed procedures, made appearances before the Board of Supervisors to justify DETAILS OF EXPERTISE Publications: Provided Course Materials for the following Conferences: Timing Counts: The Right of Way Acquisition Process, 2010 IRWA Spring Conference Appraisers Role in Public Acquisition, 2009 Appraisal Institute Chapter meeting Coordination between Legal, Acquisition and Relocation 2008 CLE Int'I Annual Eminent Domain conference Program Coordination for Large Scale Acquisition and Relocation Projects, 2008 IRWA Fall Conference Mitigate Before You Litigate, 2006 CLE International Annual Eminent Domain Conference recommendations concerning property issues. Experience at the County included preparation and/or review of complex real property transactions, recommendations and reports for the Board of Supervisors and other governmental agencies. Responsible for the implementation of auction, sales, and lease procedures for large independently developable properties. Prepared procedure manuals and chronological checklists to be used by agents in both the auction and sale of property and acquisition. Professional Speaking Engagements: Continuing Legal Education Eminent Domain Conference (2004, 2006, 2008) IRWA Acquisition, Relocation & Valuation Conference (2003, 2008, 2010) IRWA Chapter 1 Right of Way Training CASH Conference (2005) a g Lives Through Infrastructure 25 — § opcservices.com :AOPC DocuSign Envelope ID: 01 C1 DA1 D-6C6A-4608-A484-D9285551691`0 [Gigs j. RESUME Roy Guinaldo SENIOR PROJECT MANAGER ■ OVERVIEW Ir Mr. Guinaldo has over 30 years of real estate experience and is knowledgeable of municipal and governmental procedures and regulations relating to property acquisition (full- and pan- takes) and excess land dispositions. He is responsible for both residential and commercial acquisitions in publicand private sector client acquisition projects and is knowledgeable of the relocation procedures for both residential owners and tenants. Mr. Guinaldo provides training to OPC staff and is bi-lingual English/Spanish. PROJECT EXPERIENCE City of Lancaster, CA/Kimley Horn Education Coursework, Cerritos Community College Associated coursework for Real Estate license License(s) Real Estate Broker, California, No. 00986344 Years of Experience Initial Year in Industry: 1988 Initial Year with OPC: 2002 Pedestrian Gap Closures. As a Project Manager, responsibilities include overseeing coordination of title documents, legals/plats/maps, cost estimating, Minimum Value Estimates (MVE), the negotiation process for dedication of land, eminent domain support, and escrow for 26 parcels to construct city improvements such as street widening, ADA complaint curb ramps, and the instillation of curb, gutter, and sidewalks. San Bernardino County Transportation Authority (SBCTA) 1-10 Express Lanes Project. Project Manager responsible for over 450 partial acquisitions and complex partial acquisitions as part of a high profile, politically sensitive project to add freeway lanes along the 33-mile segment of Interstate 10 (1-10) between the Los Angeles/San Bernardino (LA/SBd) County Line and Ford Street in San Bernardino County. Riverside County Transportation Commission (RCTC) SR-91 CIP. This high profile, politically sensitive project involves over 450 partial and full acquisitions with varying degrees of difficulty and approximately 250 residential and business relocations. This design -build project will widen approximately 16 miles of active highway through the urbanized area of Corona and the County of Riverside. As a Senior Agent and then Project Manager, responsible for full take and part take acquisitions, as well as complex acquisitions of residential, commercial, and industrial parcels. Additionally, responsible for residential relocation assistance services. Performed project management activities within the project. Negotiated the acquisition of additional right of way throughout the project as needed. Sales Broker. Currently acting as RCTC's Broker, for the sale of several properties associated with the SR-91 project. SR91/SR71 Interchange Improvement Project. Senior Agent responsible for part -take acquisitions. Assisted the project manager by performing certain project management activities within the project. Attended meetings, coordinated offer packages, reviewed documents, and updated the client. SR-74/I-15 Widening Project. Senior Agent responsible for the acquisition of mitigation properties and acquisition of temporary construction easements. I-215 Widening Project; Scott Road to Nuevo. Senior Agent responsible for the acquisition of easements and temporary construction easements. a g Lives Through Infrastructure n 2 —tbopcservices.com :o1'i� DocuSign Envelope ID: 01 C1 DA1 D-6C6A-4608-A484-D928555169F0 IQ i! j. RESUME Roy Guinaldo SENIOR PROJECT MANAGER PROJECT EXPERIENCE, continued Orange County Transportation Authority (OCTA) 1-405 Widening Project. This project is for the creation of new tolled express and general purpose lanes and miscellaneous widening improvements along the 1-405 between SR-73 and 1-605. As a Project Manager, responsible for the right of way acquisition work for 15 parcels. Los Angeles County Metropolitan Transportation Authority (Metro)/Hatch Mott MacDonald Crenshaw/LAX Transit Project. Acquisition Manager. Responsible for managing staff, providing updates to the client, and assisting with the acquisition of permanent and temporary easements for the eight -mile light rail which extends from the southern terminus of the Metro Green Line to the new Metro Exposition Line. TRIP/City of Bakersfield Centennial Corridor Improvement Project. This project will facilitate the extension of SR-58 to the west of SR- 99 providing a continuous freeway connection to the Westside Parkway (future SR-58). Performing as a Project Manager responsible for acquisition and relocation work for approximately 88 full and partial acquisitions. 24th Street Improvement Project. Responsible for full take and part take acquisitions as well as complex acquisitions of residential, commercial, and industrial parcels. City of Oxnard U.S. 101/Rice Ave. Interchange. Acquisition and Relocation Agent responsible for the acquisition of full and partial takes from residential and commercial properties and mobile homes. The City, in cooperation with Caltrans, reconstructed and widened the existing Rice Avenue/U.S. 101 Interchange and overcrossing from two to six lanes, reconfiguring the on and off -ramps and realigning Ventura Boulevard. City of Long Beach Redevelopment Agency West Gateway Project. Responsible for the acquisition of residential and commercial properties and for the relocation of residential on -site owners. In total, OPC provided relocation for 119 residential tenants, 13 homeowner occupants, and 15 businesses in the West Gateway Project Area. Services included negotiating leasehold interest acquisition and the coordination of bulk sale escrow. City of Irvine Culver Drive Sound Wall. Responsible for the acquisition of temporary construction easements. The goal of the projectwas to widen a portion of Culver Drive from a two-lane undivided roadway to a four -lane divided roadway. OPC developed and implemented the City's right of way acquisition and sound attenuation program in conjunction with the widening and realignment of Culver Drive. DETAILS OF EXPERTISE In -House Courses: IRWACourses: Uniform Act Revisions 901 - Engineering Plan Development & Applications Basic Residential Relocation Advanced Residential Relocation Environmental Assessment & Acquisition Business Relocation a i g Lives Through Infrastructure n 25 opcservices.com �oPiC DocuSign Envelope ID: 01 C1 DA1 D-6C6A-4608-A484-D928555169F0 OPC j. RESUME Jamie Gates SENIOR PROJECT MANAGER ■ OVERVIEW 1 I Education �� I Bachelor of Science, Business Management, Keuka College I Leading OPC's Energy & Utilities group, so Mr. Jamie Gates has an extensive land Affiliations/Certifications management experience on pipeline, energy, and utilities projects. As a Senior Project Manager for OPC, he is American Association of Professional Landman, responsible for real estate acquisition and right of way Michael Late Benedum Chapter acquisition, mineral title, strategic planning, staff International Right of Way Association (IRWA) development, cost controls, and overall project management. With over 15 years of experience, Mr. Gates' Ex Years oExperience expertise covers oil and gas, electric utilities, surface use p agreements, due diligence, title reviews, deed plotting, Initial Year in Industry: 2003 easements, permitting, land records management, conflict Initial Year with OPC: 2020 resolution, landowner relations, and construction across the US. His responsibilities have included preliminary design review, routing and mapping, surface and subsurface title research, document preparation, and acquisition negotiations. PROJECT EXPERIENCE San Diego Gas & Electric Right of Way Services, San Diego, California. Project Manager responsible for staff assignment and response to client's real estate needs for ongoing office and field -based energy and utility projects. Contra Costa Valley Water District Contra Costa Canal Title Transfer Project, San Ramon, CA. Senior Project Manager responsible for oversight on a title research project involving records review and mapping for 450 easements related to canals, reservoirs, and wasteways, and laterals. PAST RELEVANT EXPERTISE Project Manager Maser Consulting, Charlotte, NC Subcontracted for Duke Energy's Strategic Underground Program, Management of four POD's. Duties included supervising the overall directions, coordination, and management of a right-of-way team and subconsultants for Duke Energy Electrical Transmission Underground Program; developing processes and procedures for the Right of Way Department; handling client interaction, including preparation of new contract proposals, change orders, and attendance at project meetings; and mentoring and directing junior staff, coordinating with project managers, and monitoring goal setting and performance management of right of way team. Responsible for invoicing and budget plan approvals. Worked close with design and construction throughout the life of the project. Project Manager Power Secure/Dominion Energy, Farmville, VA As Right of Way Agent/Title Agent, responsible for acquisitions and research for Dominion Energy's Strategic Underground Program. Duties included document preparation, landowner research, prepared road crossing applications, landowner visits training new title and right of way agents; right of way AutoCad Plats; as -built billing updates into web portal; due diligence full title and limited searches; tracking ROW, permitting, and land rights progress. Worked with design and construction to secure alternative routes and re -designs. Coordinated projecUsurvey timelines. a g Lives Through Infrastructure 2 —t opcservices.com :::�A—Opc DocuSign Envelope ID: 01 C1 DA1 D-6C6A-4608-A484-D928555169F0 IQ i! P RESUME Jamie Gates SENIOR PROJECT MANAGER PAST RELEVANT EXPERTISE, continued Right of WayAgent/Research Specialist Doyle Land Group, Staunton, VA Research Specialist/ ROW Agent for the 600-mile Atlantic Coast Pipeline. Responsibilities included obtaining survey permissions from landowners and outside agencies. Negotiations for future or upcoming projects. Negotiated damages on multiple projects dealing with livestock, timber, and surface damages. Completion of 50-year title search; researching properties for Dominion Energy; working in both the courthouse and online. DETAILS OF EXPERTISE Coursework: Principles of Field Land Practices - Sponsored by AAPL, May 2012 Resolving Title Issues in Shale Development - Sponsored by E&MLF, May 2012 Title Agent/Document Specialist Salem Land Group/Pilgrim Pipeline Involved in route selection, establishing positive relationships with landowners, and negotiating right of way agreements. Acquired oil and gas leases for multiple line project. Completed Limited Title Certificates for Quality Control for all documents before sending to the client. a Lives Through Infrastructure 251—� g opcservices.com On � DocuSign Envelope ID: 01 C1 DA1 D-6C6A-4608-A484-D928555169F0 [Gigs j. RESUME William Ridenour PROJECT MANAGER ■ OVERVIEW Mr. Ridenour has 10 years of experience in real estate services for energy and utility projects. He has an extensive track -record of leading profit -generating utility company projects, renewable energy projects, and commercial real estate projects while ensuring regulatory compliance. His in-depth experience includes right of way analysis, title research, title curative processes, development, land use, encroachments, easements, financial, legal, risk management, and operational functions. Mr. Ridenour has proven exper-tise in contractual reviews, negotiations, and comprehensive project management, to drive increased effi-ciency and performance metrics. He has created public planning presentations for permitting, zoning and use hearings. PROJECT EXPERIENCE Education Coursework, Chabot College Coursework, Diablo Valley College License(s) Real Estate Broker, California, No. 0090724 Affiliations/Certifications Member, ICSC International/Council of Shopping Centers Years of Experience Initial Year in Industry: 2009 Initial Year with OPC: 2019 San Diego Gas & Electric Right of Way Services. On -site Project Manager responsible for day—to-day client management and response to real estate needs for energy and utility projects. PAST RELEVANT EXPERTISE Senior Land Agent/Acquisitions Atwell Group Responsible for coordinating a wide range of professional service providers including engineers, public af-fairs, project manager, legal, and survey teams. Interpreted legal descriptions and exhibits, subdivision maps, parcel maps, work orders, and engineering drawings. Negotiated with property owners, government officials, tenants, and other interest holders. Responsible for determining existing rights and for drafting, negotiating and presenting acquisition packages and acquiring various property rights through Grant of Easements, Grant Deeds, Leases, Temporary Right of Entries, Right of Way Agreements, Licenses, etc. to facilitate the development, construction, operation and maintenance of facilities. for major utility and renewable energy projects, (PG&E, NextEra, Invenergy). Reviewed and interpreted propertytitle and ap-praisal reports, preparation of cost estimates to assess land values, pulled documents and title chains to make determination of existing ownership rights. Asset Manager/Acquisitions The Khoshbin Company Provided oversight of all financial, physical, and organizational activities of private investment portfolio. Successfully navigated needs of portfolio spanning: office buildings/executive suites, retail and mixed -use properties, restaurants, and marina docks. Managed commercial real estate properties, capital expenditure projects, site contract negotiations, and ensured seamless contract administration; construction and sub -contractor agreements to master service level agreements. Conducted Property and Asset Management activities; lease management, tenant and vendor negotiations, maintenance and repairs, legal review and compliance, and financial analysis. Coordinated Cellular and Telecommunications Licenses and Opera-tional Agreements for Verizon, AT&T, and Sprint. a i g Lives Through Infrastructure 2 -t! olocservices.com :::�A-Opc DocuSign Envelope ID: 01 C1 DA1 D-6C6A-4608-A484-D928555169F0 IQ i! RESUME William Ridenour PROJECT MANAGER PAST RELEVANT EXPERTISE, CONTINUED Land Agent Infinity Renewables, LLC Managed high -profile, high -visibility energy projects valued over $345M. Oversaw wind and solar energy portfolio comprised of 400+ turbines. Acted as liaison with municipalities, land owners, and vendors. Identified land parcels for development. Instrumental throughout easement agreement drafting and negotiations, balanced corporate objectives and regulations to create legally sound contracts. Assessed acquisitions financial strength, designed project layout, oversaw construction and testing phases, and led site control. Outstanding knowledge of complete project development process: analyzing to acquisition of sites; construction; design & layout; project management; power curve testing; site control; collection systems, interconnection and transmission. Projects included: 122 wind turbines across 25,000 acres: Estimated at $183 million 109 wind turbines across 20,000 acres: Estimated at $164 million 200 wind turbines across 46,000 acres: Estimated at $300 million DETAILS OF EXPERTISE Consultant Commercial Real Estate Management & Development Generated a profit of $500,000 per project for investors from three several Tractor Supply company retail locations. Relationship builder with the expertise to generate capital from large-scale investors. Influenced numerous private investors to fund on -going retail development projects, including Dollar Tree, generating an average profit of $200,000 each. Expertise in property management, development and leasing to investment property owners. Specialize in the acquisition, property management, leasing and construction of single tenant; Net, Net.Net; and retail development opportunities, partnering with investors on lease, purchase and sales agreements. Originated and underwrote financing; negotiated all real estate purchase and sales contracts. Managed the sale and disposition of the completed asset; developed property management program; led efforts in marketing presentations for each project. Collaborated with engineers, architects, contractors and other consultants on environmental site assessments, geotechnical reports and traffic impact studies. Led property management, leasing and development activities for The Columns Shopping Center, approximately 1 million square foot retail shopping center featuring The Home Depot, Best Buy, Hobby Lobby, Kohls, Gander Mountain, etc. Contract Management; Right of Way Agreements; Environmental Considerations; Subsurface Land Rights; Phase ii Property Management; Site Acquisitions; Project & Environmental; Entitlements/ Permitting; Title Research/Curative; Construction Management; Feasibility Studies; Site & Utilities/Interconnection; Geotechnical Testing; Solar & Wind Market Assessments; Due Diligence; Land Energy Projects; and Mapping & Plats. Use/Zoni ng; I nspections/Stud ies/Reports; Governmental Approvals; Tenant Improvements; Industrial Real Estate; Staff &Team Leadership; Bonds & Bonding Process; Renewable Energy Projects; 25a�j g Lives Through Infrastructure - / opcservices.com ::Akkn o r C DocuSign Envelope ID: 01 C1 DA1 D-6C6A-4608-A484-D928555169F0 [Gigs I. RESUME Casey CrissmanPROJECT MANAGER ■ OVERVIEW Mr. Crissman works with water, power, a and gas utility agencies to provide acquisition and negotiation services. His background includes extensive experience working as an Acquisition Agent and as a Title Specialist. He works on large-scale infrastructure projects within the Energy & Utility Industry. As a Project Manager, his duties included preliminary design review, routing and mapping, surface and subsurface title research, document preparation, acquisition, and negotiations along with the recording of conveyance documents. He has extensive experience interacting and negotiating with landowners and legal representatives to acquire right of way. Mr. Crissman is proficient in Spanish. PROJECT EXPERIENCE Education Coursework, Communication Design, Texas State University, San Marcos, TX License(s) Real Estate License, California, No. 1988456 Notary Public, California, No. 2143996 Affiliations/Certifications Member, International Right of Way Association (IRWA), Chapter 37 Years of Experience Initial Year in Industry: 2005 Initial Year with OPC: 2016 Pacific Gas & Electric (PG&E) San Bernard -Tejon 70kV Reconductor Project. The Reconductor Project is an electric pole and line replacement project to improve capacity and reliability and to comply with new regulations. Responsible for reviewing proposed scope of work by evaluating engineering drawings, exhibits, google map imagery, and kmz files. After providing input to the project team, created preliminary exhibits of the work areas and anticipated damage zones to obtain access for the work. Researched and reviewed the property impacts and located property owners and lessees. Contacted property owners and their representatives to coordinate meetings on -site to discuss project details, impacts to crops, potential issues, and possible hazards. Provided a detailed analysis of expected damages and the estimated value, then prepared and negotiated settlement agreements. Additionally, as a courtesy, drafted notification letters to property owners where we anticipated no damages. SCADA Cabinet Easement Acquisition. Project Manager acquiring nine permanent easements for SCADA cabinets throughout Northern California. Negotiated with a variety of private property owners, institutions, and government agencies, including the City of San Ramon, Town of Windsor, Bank of America, and Napa Valley Unified School District. Southern California Gas Company (SoCalGas) On -Call Land Services. Project Manager providing SoCalGas and Sempra Utilities with expert land rights and real property acquisition related services necessary for the continued operation and maintenance of SoCalGas pipelines and facilities. These include capital improvement and operation & maintenance projects from SoCalGas' Major Projects, Gas Transmission Operations, and Pipeline Integrity Planning divisions. Supporting Transmission Technical Services as Land Advisor providing right of way consultation and supportto SoCalGas' Land & Right of Way Department. Responsible for supporting division project and construction managers, researching land rights, and negotiating with property owners to acquire real property and land rights. Contra Costa Water District Canal Title Transfer. Project Manager overseeing extensive title research and quitclaim exhibit development for real property related to the Contra Costa Canal and other water infrastructure. Includes 459 easement or fee acquisition records for the canals, reservoirs, wasteways, laterals, access roads, and power transmission line. a i g Lives Through Infrastructure n 2 —ft opcservices.com :O1'i� DocuSign Envelope ID: 01 C1 DA1 D-6C6A-4608-A484-D9285551691`0 IQ i! j. RESUME Casey Crissman PROJECT MANAGER PROJECT EXPERIENCE, continued San Diego County Water Authority (SDCWA) Lake Murray to Sweetwater Pipeline 3 Relining Project. Approximately four miles of a six foot diameter pipeline are to be relined with steel sheets. Worked with the affected businesses and property owners to discuss overall project, impacts, and facilitated arrangements to minimize property and business impacts. Negotiated the terms and conditions of temporary construction easements (TCE). Worked closely with client to manage negotiations that had reached an impasse. Coordinated modifications to TCE instrument language between client and property owner's legal counsel. Water Systems Consulting (WSC)/City of Pismo Regional Groundwater Sustainability Project. Worked closely with client and agency stakeholders and city to review project and develop site selection criteria for an Advanced Treatment Facility. Conducted desktop analysis of properties which met selection criteria, utilizing GIS software and real estate software (RealQuest). Evaluated over 30 possible site options then focused on preferred sites, researched ownership, zoning, city planning maps, and hazard zones. Assembled digital map of the properties and areas to record data and help visualize potential sites. Performed on -site evaluation of preferred sites. Prepared and presented Market Analysis Report to present to Client, Agency Stakeholders and City Officials. The Market Analysis Report included overall evaluation as well as determination of preferred and alternative sites. Department of Water Resources (DWR)/Psomas Cal WaterFix Project. OPC worked with Psomas and DWR to provide California WaterFix information on land and mineral rights of 213 parcels for right of way acquisitions and design for the water conveyance system through the Sacramento -San Joaquin River Delta. Working with Psomas, OPC is developing risk evaluations for a "hot map" depicting the areas of most effortfor further mineral rights clarification, and inclusion of the data generated into the DWR Enterprise GIS. OPC assessed risk based on the status of the mineral rights, number of ownerships, and the level of difficulty for the acquisition of the parcels. Acting as Senior Agent, played a key role in structuring the research process and tools, interacting with client and other team members for uniformity, researching property mineral rights, reviewing the research, and representing this research to client. Atkins Global/The Toll Roads (TCA) Comment 377. Title search regarding ownership, property rights, and previous recorded agreements for an easement in Orange County. Researched property using County Recorder's Office website, County GIS data, RealQuest, and County Engineering Department meetings. Assembled multiple final report presentations for client. PAST RELEVANT EXPERTISE Acquisition Agent Onshore Exploration Corp, 2012-2015 Land agent working in both acquisitions and title. Acquired parcels of land by direct negotiation with owners and their legal representatives. Negotiated leases to use portions of property to support the project. Examined title reports, locating missing heirs and devisees when necessary. DETAILS OF EXPERTISE Title Specialist OGM Land Company (Now Percheron), 2005-2010 Performed title research and prepared abstracts for rapidly growing land management company. Assigned to research land areas throughout Texas. Reported findings to project manager and partner. Conducted preliminary mapping and research for new prospects and participated in due diligence efforts. Extensive plotting of complex parcels. Additional Coursework: Uniform Act Course: FHA GIS 101 Training: Institute for Mapping Technology a�jlgg Lives Through Infrastructure 2 — / / opcservices.com ::Ak-n O r C DocuSign Envelope ID: 01 C1 DA1 D-6C6A-4608-A484-D928555169F0 [Gigs j. RESUME Rand Cantrell SENIOR AGENT ■ OVERVIEW Asa Senior Agent, Mr. Cantrell is responsible for real estate acquisition and right of way acquisition and related services. Rand has over 30 years of experience in site acquisition and development, due diligence, and project and program management in the Energy & Utilities Industry. Mr. Cantrell has implemented procedures to significantly increase productivity and decrease project costs. His experience includes mineral and water title reports (including abstracts), identification of mineral, riparian, and water ownerships. PROJECT EXPERIENCE Contra Costa Water District Education Business Administration, University of Southern California Affi I iations/Certifications Member, IRWA; Registered Land Professional, American Association of Professional Landman Past President, Bakersfield Association of Petroleum Landman: Member, Sacramento Petroleum Association Years of Experience Initial Year in Industry: 1981 Initial Year with OPC: 2018 Contra Costa Canal Title Transfer. Senior agent for title research for Contra Costa Canal and related canals, reservoirs, wasteways, and laterals as well as records for Bay Point Radio Relay Station, access roads and a 2.3 kV transmission line. Department of Water Resources (DWR)/Psomas Cal Waterfix Project. Senior agent for title land and mineral rights of 213 parcels for right of way acquisitions and design for the water conveyance system through the Sacramento -San Joaquin River Delta. PAST RELEVANT EXPERTISE Principal Cantrell & Associates, Inc. Authored mineral and water title reports, including abstracts. Identified types of mineral, riparian and water ownerships, and risk assessments. Created legal descriptions and performed due diligence and title curative including the drafting of documents and the acquisition of rights and releases of rights. Principal Expedine Wireless, Inc. Directed Site Acquisition and Zoning Entitlement teams on several diversified assignments on behalf of various clients. Project Manager e Site Development Verizon (AirTouch Cellular). Managed site acquisitions and development, acquired properties and rights of way, drafted and negotiated contracts. Land Supervisor Fuller Oil Company; T&T Land Services, Inc. Coordinated project management of 320,000 acres with regard to title review, lease, and right of way acquisitions, due diligence, and preparation of drill site a g Lives Through Infrastructure n 2 —1� opcservices.com -*A- 01'iC DocuSign Envelope ID: 01 C1 DA1 D-6C6A-4608-A484-D928555169F0 t•71s I. RESUME Robbie H ec a n ova R/W-RAC SR. PROJECT MANAGER ■ OVERVIEW Education Nursing , Licensed Vocational Nurse, Concorde College Business Coursework, Columbia College & Pasadena As a Senior Project Manager, Mr. Hechanova is responsible for management of critical relocation paths for transportation and housing License projects. He provides acquisition and relocation assistance ensuring compliance with applicable federal, state, and California, Real Estate License, No. 01895026 local guidelines. He has completed complex relocation California, Notary Public cases for both commercial and residential owners/tenants. He also conducts various project related activities including preparation and review of relocation claims/notices, Affiliations/Certifications property mapping and materials research, document preparation, escrow and title coordination, database, and Member, IRWA records management. Mr. Hechanova is proficient in Tagalog. His bilingual skills enable him to effectively communicate with OPC's diverse client base, as well as complete document translations such as relocation plans Years of Experience and notices, when required. Initial Year in Industry: 2010 Initial Year with OPC: (Start Date) 8/2010 PROJECT EXPERIENCE Metro Gold Line Foothill Extension Construction Authority Foothill Extension Gold Line. Project Manager responsible for managing relocation services on behalf of Metro Gold Line Foothill Extension Construction Authority. Project is in the early stages and includes complex relocation of various types of business such as mattress and safe manufacturers, large self -storage facility, professional services, and personal property. Project Date: 2/2016-Present Los Angeles World Airports (LAWA) LAX Landside Access Modernization Project. Agent responsible for relocating business and residential owners/tenants displaced by the project. Conducted extensive research and analysis for comparable replacement sites for complex businesses. Project Date: 4/2015-8/2017 San Bernardino County Transportation Authority 1-10 Express Lanes Project. Dual roles as Project Manager responsible for relocation services and Agent responsible for securing fee acquisition, permanent subsurface and temporary construction easements on behalf of SBCTA. 1-215 Barton Road Interchange Improvement Project. Provided assistance to Senior Project Manager regarding project budgets and planning. Project Date: 9/2018-Present City of Bakersfield/County of Kern/Caltrans/Parsons (TRIP) Centennial Project. Project Manager responsible for managing the relocation budget and services on behalf of the City of Bakersfield. Managed Right of Way staff and day-to-day functions related to relocation. Providing acquisition and relocation assistance to homeowners, tenants, and business owners impacted by the projects. Conducted extensive research for the analysis of comparable housing and relocation plans. Rosedale Widening, 24th Street Widening, SR-178, and Centennial Project. Conducted on -site research of affected parcels for cost and valuation analysis report. Complex issues on the assignment included analysis into multiple varieties of propertytypes, extensive design reviews, and organizing Caltrans submittal requirements. Mentoring and training of new agents and staff. Project Date: 1/2014-Present a g Lives Through Infrastructure 2 —�� opcservices.com �oPC DocuSign Envelope ID: 01 C1 DA1 D-6C6A-4608-A484-D928555169F0 IQ Z! RESUME Robbie H ec a n ova R/W-RAC SR. PROJECT MANAGER PROJECT EXPERIENCE, continued Cesar Chavez Foundation Casa Amelia and Casa Velasco Apartments. Project Manager responsible for managing all phases of the project. Provides oversite of all scope of work items including project estimate, updates, budget, and delivery. Relocation services to residents who occupy Low Income Housing Tax Credit units. Project Date: 2/2018-3/2019 Riverside County Transportation Commission (RCTC) 91 CIP Corridor Improvement Project. Provided ongoing relocation services to business owners, homeowners, and tenants who are impacted by the project. Provided research and analysis to the project's Relocation Plan, and extensive research for comparable replacement dwellings. Project Date: 3/2013-Present Alliance Property Group Mountain Breeze Project. Provided relocation services to fifty-six permanently displaced tenants in order to begin the rehabilitation of over fifty units. Project Date: 9/2012-12/2013 Town of Yucca Valley TCRP (Hwy 62) Project. Provided acquisition services to obtain Temporary Construction Easements (TCE) for the required right of way. The Transportation Congestion Relief Program (TCRP) Project involved the construction of raised medians from Kickapoo Trail to Elk Trail and from Cherokee Trail to Apache Trail, and sidewalk improvements from Palm Avenue to Dumosa Avenue. Project Date: 6/2012-2/2014 Riverside County Magnolia Grade Separation Project. The County Transportation Department proposed to grade separate an at - grade crossing by raising the roadway over the railroad and constructing a six -lane capacity bridge that spans over the railroad tracks. Provided relocation assistance to owners of personal property located in a designated area of the mobile home park. Fred Waring Improvement Project. Provided acquisition services to obtain Temporary Construction Easements (TCE) for the required right of way. The project involves the widening of Fred Waring Drive. Project Date: 3/2013-6/2015 Housing Authority of the County of San Bernardino (HACSB) Section 18 Disposition. Provided project support and relocation advisory services. Lugonia Avenue Project. Provided relocation advisory for this public housing project that involved permanent and temporary relocations of 113 SFR's/duplexes. Managed the day to day activity of relocation staff, this includes review of claim/notices, and the audit of relocation files. Project Date: 2/2012-12/2013 DETAILS OF EXPERTISE IRWA Courses: In -House Courses: 103 - Ethics and the Right of Way Profession Business Relocation 501 - Residential Relocation 502 - Business Relocation SkillPath Workshop: 504-Computing Replacement Housing Payments How to Excel at Managing and Supervising People 506 -Advanced Business Relocation Agricultural Seminar - July 2015 a g Lives Through Infrastructure 25 opcservices.com :Aopc DocuSign Envelope ID: 01 C1 DA1 D-6C6A-4608-A484-D928555169F0 C•71s j. RESUME Mike Parker SENIOR UTILITY PROGRAM MANAGER ■ OVERVIEW Education B.S., Business Administration (with Marketing emphasis), Sacramento State University A.A., Santa Rosa Junior College Mr. Parker is a dedicated Senior Utility Manager (Coordinator) and right of way professional Awards who is well versed in the diverse types of delivery Recipient, 2015 Success in Motion Silver Award, methods including but not limited to Design, Bid, Build, Caltrans District 8 Design -Build, CMGC (Construction Manager/General Contractor) as all of these were used on various railroad, bus route, grade separation and assorted Years of Experience other infrastructure projects. He has significant Initial Year in Industry: 1992 knowledge in effectively communicating technical Initial Year with OPC:2011 information with skills in improving processes, calculating risk management, and delivering projects on -time while creating solid strategic business relationships. With over 13 years of Caltrans Right of Way and Utility Coordination experience, he has developed strong business relationships with many of the larger utility companies. Mr. Parker has built trusting relationships with utility owners as he "speaks their language". Mr. Parker has presented several utility coordination seminars through IRWA. PROJECT EXPERIENCE Riverside County Transportation Commission (RCTC) 1-215 Central Widening. As Utility Project Manager, arranged to have utilities relocated prior to or during construction. Prepared Notice to Owners, Utility Agreements, Federal Authorization forms, Reports of Investigation, and utility portion of the R/W Certification. Identified property rights issues and coordinated R/W mapping, appraisal, and acquisition of utility or temporary construction areas to accommodate utility relocation. Identified what costs would be borne by the Utility Owner, or the Project, or both. 1-215 and Placentia Avenue Bridge. Utility Manager. Project is a new interchange located in the City of Perris. Currently, coordinating the procurement of as -built plans from utility owners and the potholing of utility facilities. Scope will include the coordination of the protection or relocation of all utilities found in conflict with the project including but not limited to the issuance of Notice to Owner's for both potholing and relocation, Utility Agreements, Reports of Investigations, R/W certification for utilities, coordination of utility encroachment exceptions, procurement of estimates and relocation plans from utility owners and all permits/easements/JUA's/CCUA's as necessary for the project. Riverside County Transportation Department (RCTD) Clay Street, Sunset Avenue, Magnolia Avenue, and Airport Boulevard Grade Separations. Utility Manager for all projects that had Caltrans oversight and were grade separations from existing at grade crossings with the railroad. Reviewed and approved Notice to Owners, Reports of Investigation, Liability packages, Utility Agreements, and other critical forms. Identified property rights issues and coordinated R/W mapping, appraisal, and acquisition to accommodate relocation of utilities. Determined costs related to relocation of utilities. Six Bridges Project in Eastern Riverside County. Senior Utility Manager currently working on the 6-Bridges project that will replace 6 separate bridges throughout eastern Riverside County. Utility scope includes coordination of all utility related issues, potholing, relocation, agreements, certification, etc. 2 lla i g Lives Through Infrastructure opcservices.com /�OPC DocuSign Envelope ID: 01 C1 DA1 D-6C6A-4608-A484-D9285551691`0 OPC j. RESUME Mike Parker SENIOR UTILITY PROGRAM MANAGER PROJECT EXPERIENCE, continued San Bernardino County Transportation Commission (SBCTA) 1-1511-215 Devote Interchange Project. As Utility Manager, intimately involved from the on -set of the project that added one lane and truck -bypass lanes in both directions. Developed cost estimates based on several different design alternatives, organized meetings and worked closely with Caltrans and SBCTA to develop potholing plans. Coordinated potholing effort and identified each utility potholed (250 potholes). Coordinated the right of way mapping, appraisal, and acquisition of required utility and/or temporary construction areas to accommodate the relocation of utilities. Prepared Relocation Claim Letters, Notice to Owners, Utility Agreements, Joint Use Agreements, Consent to Common Use Agreements, relinquishments, easements related to utilities, Reports of Investigation, and the utility portion of the R/W certification. Currently closing out the project by paying off final invoicing and procuring final utility owner "grant outs" of easements and Joint/Consent to common use agreements. 1-10Toll Road Project This Design -Build project is currently in construction and will add toll lanes from the LA/SBD county line to the 1-15 interchange. As a Senior Utility Manager responsible for the oversight of the initial design team and their coordination of utilities based on conceptual relocations. Instrumental in the early development of utility agreements, liability determinations, certification of utilities, considered the `go to' utility coordinator for any utility related questions and the coordination with Caltrans district oversight utility coordinators. 1-215 Bi-County Project. This project added carpool lanes in both directions and interchange improvements. As Utility Project Manager, arranged to have all utilities relocated. In addition to all typical utility coordination work as mentioned above, Mr. Parker also assisted in the Federal Authorization forms, easement documents, authorization and payment from utility owners, coordination of meetings with utility owners and Caltrans Design team to identify conflicts, created relocation plans, and resolved liability issues. Adhered to both State and Federal requirements for the relocation of utilities. 1-215 Barton Rd. As Utility Manager coordinated all aspects of the utility process from project inception through current construction. In addition to all typical utility coordination work as mentioned above, Mr. Parker also assisted in the relocation of a cell -site, demolition coordination, service point establishment of several utility owners throughout the project and the transfer of water rights from a locally owned water provider to the City of Colton. 1-10 Cedar Interchange Project. Recently awarded this project which proposes to expand the existing bridge structure crossing both the 1-10 freeway and the adjacent railroad facilities. Scope will include the all utility coordination activities as indicated above and a significant amount of potholing (335 holes). Palm Avenue and Laurel Street Projects. Acted as Utility Manager for two grade separation projects for SBCTA. Prepared notices, coordinated with utility companies, developed status reports, identified property rights issues, and developed utility portion of the R/W certification documents. PAST EXPERIENCE Associate R/W gent, San Bernardino & Riverside Counties, Caltrans, 1998-2011 DETAILS OF EXPERTISE IRWA Courses: 202 - Interpersonal Relation in Real Estate 207 - Practical Negotiations 401 - Part -take appraisal 407 - Valuation of Contaminated Properties 502 - Business Relocation 802 - Legal Aspects of Easements Acting Sr. R/W Agent, Utilities, Caltrans, 1998-2011 803 - Eminent Domain Law 901 - Engineering Plan Dev. & App. 902 - Property Descriptions Other Coursework: DOT RfW Academy, Right of Way 101 Appraisal Institute, Appraisal Principles a y�g Lives Through Infrastructure �y� 2 —9L opcservices.com %.AOPC DocuSign Envelope ID: 01 C1 DA1 D-6C6A-4608-A484-D928555169F0 OPC Linwood "Skip" Carleton, Jr., PLS LAND SURVEYING MANAGER E OVERVIEW As the Right of Way Engineering/Land Surveying Manager, Mr. Carleton brings witY_ him more than 40 years of experience in the surveying field.. Mr. Carleton has served as a Program Manager for several Transportation/Transit projects throughout all of California including as the lead manager for multiple Caltrans District projects and has provided local agencies/municipalities land surveying and right of way engineering support services in the Southern and Central California regions. His expertise includes land surveying program management, property boundary retracement, complex title analysis, field surveying practices, and client right of way engineering standards. PROJECT EXPERIENCE RESUME Education Coursework, University of Miami School of Engineering, Florida License(s) Professional Land Surveyor, California, No. 6594 Professional Land Surveyor in New Mexico, Arizona, Nevada, and Texas Years of Experience Initial Years in Industry: 1973 Initial Year with OPC: 2017 San Bernardino County Transportation Authority (SBCTA) Miscellaneous TitOe/Right of Way Engineering Services. As part of their long-term property management plan, SBCTA required multiple corrections in title/ownership to their railroad track and stations in the Cities of Rancho Cucamonga, Upland, Montclair, San Bernardino, and Ontario, CA. Responsible for the management of all right of way engineering/field surveying and boundary retracement for multiple station properties, and analysis of all deeds/title within the project location. Tasks included preparation of as necessary legal descriptions, plat maps, exhibits, deed documents for approximately 30 deeds to correct erroneous title issues. Transportation Corridor Agency (TCA) ®so Parkway Improvement Project. In cooperation with Caltrans and the County of Orange, CA, TCA intends to install a diamond interchange at the Oso Parkway/State Route 241 intersection to support the Los Patrones Retail/Shopping Center. As the Right of Way Engineering Manager, responsible for the coordination with multiple surveying firms to facilitate Caltrans approval of all right of way engineering documents and right of way Certification to build the proposed interchange. Miscellaneous Title/Right of Way Engineering Services. As part of their long-term property management plan, TCA has been in the process of disposition of several properties in the Foothill/Eastern Transportation Corridor, specifically within the Silverado/Mesa Conservation Easement limits. Responsible for preparation of as necessary legal descriptions, plat maps, exhibits, deed documents, and field surveying coordination services in multiple locations. City of Bakersfield Centennial Corridor Improvement Project. The City of Bakersfield, in cooperation with Caltrans, is proposing to build a new east -west transportation corridor for State Route 58, providing a continuous alignment from State Route 99 to Interstate 5. As a Project Manager, responsible for comprehensive engineering design survey services to Caltrans specifications, including; survey monument search and recovery, control verification, supplemental control, 3D laser scanning, topographic surveying and mapping, and 3D modeling. Responsible for preparation of R/W engineering mapping deliverables, and R/W engineering staking necessary to support the design of this project. Efforts included approximately 10 square miles of field surveying effortswithin 3 Caltrans owned freeways, management of multiple field crews, daily interface with the City, and complex mineral rights analysis. a g Lives Through Infrastructure n 2 —6 opcservices.com :o1'i� DocuSign Envelope ID: 01 C1 DA1 D-6C6A-4608-A484-D928555169F0 IQ i! 0 RESUME Linwood "Skip" Carleton, Jr., PLS LAND SURVEYING MANAGER PROJECT EXPERIENCE, continued City of Bakersfield (continued) Bakersfield/TRIP, 24th Street Improvements (Former SR 178), Bakersfield, CA. The Thomas Roads Improvement Program or "TRIP" includes a series of improvement projects deemed necessary to update aging infrastructure in areas stressed by years of rapid population growth, interregional travel, and freight movement. As part of the program's collaborative effort between the City of Bakersfield, Kern County, and Caltrans, the Bakersfield 24th Street Improvement Project will significantly enhance some of the City's major arterial roads. Responsible for the engineering design survey and ROW mapping for the project to Caltrans specifications, as well as providing other survey services. He is responsible for all Right of Way Engineering/Land Surveying necessary for the project. PAST RELEVANT EXPERIENCE City of Santa Monica On -Call Land Surveying Services Contract. As Survey Manager, led the effort and provided a wide variety of professional land surveying services to the City on an as -needed basis - including ALTA surveys, topographic mapping, and expert consultation with the city attorney's staff. Los Angeles County Waterworks District, Lancaster Phase II, Avenue K Water Transmission Main. OPC was retained by the Los Angeles County Waterworks District to provide engineering and survey services. As the Survey Manager for the project, provided detailed topographic survey mapping for 1.5 miles of the six -lane boulevard, rendered in AutoCAD, exhibiting lane striping, all improvements, and one -foot contours. Glendale Department of Water and Power (GWP) Adams Hill Water Main Replacement -Survey Services, Glendale, CA GWP intended to replace an existing fl- inch deteriorated cast-iron water main system with approximately 7,760 linear feet of new 6- and 8-inch ductile - iron water mains in the vicinity of Adams Hill, Glendale, California. Mr. Carleton was responsible for all survey services, including establishing control and topographic surveying, necessary for GWP's Water Design Division to complete the replacement design. Santa Monica College Miscellaneous Land Surveying Services, Santa Monica, CA As part of the annual capital improvement program required for the five campuses throughout the City, Santa Monica College utilized Mr. Carleton's management services to facilitate all land surveying and right of way engineering needs including design and topographical surveying, construction staking, and boundary analysis/retracement services. SPECIFIC EXPERIENCE Cannon, Regional Survey Manager, 2009 - 2017; Nolte, Survey Director, 2008 - 2009; David Evans, VP and Regional Survey Mgr. 2004-2008; URS, Regional Field Survey Mgr. 1998- 2004; Alhambra Land Surveyors, VP and Survey Mgr. 1993- 1998; Community Sciences Corporation, Field Surveyor 1978- 1990. 251a i g Lives Through Infrastructure —8opcservices.com :,Aopc DocuSign Envelope ID: 01 C1 DA1 D-6C6A-4608-A484-D928555169F0 IIIIIIII WAK FIAELD 7Kevin J. Donahue, MAI Executive Director Valuation & Advisory Cushman & Wakefield Western, Inc. Professional Expertise Mr. Donahue has over 32 years of experience in real estate appraisal and appraisal management in Southern, Central and Northern California serving both public and private clients. He has provided expert testimony in Orange, Los Angeles, Ventura, San Bernardino and Riverside Counties, and Federal Bankruptcy Court as well as appearing as a witness in various ADR venues. Mr. Donahue specializes in: eminent domain, inverse condemnation, estate tax disputes and estate planning, construction defect cases, landslide and soils issues, marital dissolution, and other litigation involving real property. He has appraised all types of vacant land, commercial property types including retail storefront, shopping centers, service stations, office buildings, mixed use. industrial and residential real estate. His appraisal experience also includes active and former rail transportation corridors, rail expansion projects, abandoned rail facilities, utility corridors and crossings thereof. Mr. Donahue has significant experience with valuation of full and partial acquisitions for public projects, on behalf of both public agencies and private clients. Memberships, Licenses, Professional Affiliations and Education • Appraisal Institute, MAI Designated Member • International Right of Way Association, Chapter 67 — President 2001 25D-85 DocuSign Envelope ID: 01 C1 DA1 D-6C6A-4608-A484-D928555169F0 HENNESSEY & HENNESSEY LLC A California Limited Liability Company Real Estate Appraisers 17602 17" Street, Suite 102.246 - Tustin, California 92780 (714) 730.0744 - fax (714) 730-0755 e-mail: hhllc@ca.rr.com Joseph A. Hennessey, SW WA (1928.2016) Sharon A. Hennessey, MAI, SRIWA, AI-GRS Senior Member, international Right of Way Association Certified General Real Fstate Appraiser MAf Designated Member of the Appraisal Institute ALGRS Designated Member of the Appraisal Institute Senior Member, International Right. of Way Association Contact Hennessey & Hennessey LLC, a California Limited Liability Company 17602 17t6 Street, Suite 102-246 Tustin, California 92780-7915 Telephone: (714) 730-0744 Fax: (714) 730-0755 E-mail: hhllcoca.rr.com Contact: Sharon A. Hennessey, MAI, SRANA, AI-GRS, Manager Company Profile Hennessey & Hennessey LLC (Hennessey & Hennessey), an Orange County firm with an office in the City of Tustin, has provided real estate appraisal and consulting services for government agencies and private entities throughout California for more than 40 years. Founded in 1979 as an independent appraisal firm, Hennessey & Hennessey transitioned from an association of real estate appraisers to a California Limited Liability Company in 1999. Currently, there is a staff of three. Hennessey & Hennessey is an Underutilized Disadvantaged Business Enterprise (UDBE) certified by the California Unified Certification Program (CUCP) and a Small Business (SB )certified by the California Department of General Services. Price Rate Employee/Subcontractor Services and Hourly Rate Schedule Name Job Title/ Classification Job Function Fully Burdened Hourly Rate* Sharon A. Hennessey Senior appraiser Real estate appraisal $265 Court testimony $350 The Senior Appraisers provide appraisal and appraisal review services. 25D-86 DocuSign Envelope ID: 01 C1 DA1 D-6C6A-4608-A484-D928555169F0 Company Experience For more than 40 years, Hennessey & Hennessey's primary emphasis has been appraisal for eminent domain purposes for public agencies, specializing in appraising properties for negotiated acquisitions and litigation. Hennessey & Hennessey has a complete understanding of the process and complexity involved in eminent domain law. This ensures that our reports meet the requirements of the law and the guidelines of the review agency, and provide a useful tool with comprehensive information for the acquisition agent, particularly in cases of partial acquisitions. Hennessey & Hennessey has appraised properties for disposition purposes, budgetary estimates, market studies, negotiations, estate planning, franchise fee negotiations, and litigation matters, and has reviewed appraisals prepared by other firms for similar projects. Hennessey & Hennessey also has assisted in the preparation of right of way cost estimates for project study reports and has provided expert testimony in court cases, Our work includes appraising all types of real property —commercial, retail, office, mixed use, industrial, multi -family and single-family residential, agricultural, and special use properties, and vacant land. We also produce narrative appraisals for full and partial acquisitions of vacant and improved parcels along freeway, railroad, flood control and easement corridors. Many of our appraisals are for multiple -parcel right of way projects. With this background of varied appraisal experience and knowledge of appraisal review requirements in accordance with USPAP and federal requirements, Hennessey & Hennessey is well qualified to review appraisals. we have completed hundreds of appraisal reviews similar in nature and complexity to the appraisal assignments listed above. To document our ability to perform the types of assignments to be completed under the proposed contract and the expertise of our staff and subcontractors, brief descriptions of previously completed appraisals and appraisal reviews are presented below. The key personnel responsible for the completion of these projects will be performing the services to be assigned under the proposed contract. Appraisal and Appraisal Review Experience • 1-10 Improvement Project, San Bernardino County, CA - 2018- 2019. Reviewed more than 200 appraisals to determine their accuracy and compliance with state and federal guidelines. Contract Fee $380,000. Key Personnel: Sharon A. Hennessey, MAI, SR/WA, AI-GRS 1-405 Improvement Project, Orange County, CA - 2016.2019. Reviewed more than 300 appraisals to determine their accuracy and compliance with state and federal guidelines. Contract Fee $1,300,000. Key Personnel: Sharon A. Hennessey, MAI, SR,1WA, AI-GRS + Redlands Passenger Rail Project, San Bernardino County, CA - 2017- 2019. Reviewed ±40 appraisals to determine their accuracy and compliance with state and federal guidelines. Contract Fee $110,000. Key Personnel: Sharon A. Hennessey, MAI, SR/WA, AI-GRS • State College Blvd Widening Project, Anaheim, CA - 2016- 2017. Appraised multiple properties for a road widening project. Contract Fee $30,000. Key Personnel: Sharon A. Hennessey, MAI, SR/WA, AI-GRS • 1-5 Improvement Project, San Clemente, CA - 2013- 2014. Appraised multiple properties for a freeway widening project. Contract Fee $207,000. Key Personnel: Sharon A. Hennessey, MAI, SR/WA, AI-GRS 25D-87 DocuSign Envelope ID: 01 C1 DA1 D-6C6A-4608-A484-D928555169F0 [rl qjF Donna Desmond A S S 0 C I A T F S 265 S. Beverly Glen Blvd., Los Angeles, CA 90024 (310) 475-1114 • ddesmond@donnadesmond.com Donna Desmond Associates is a business valuation firm specializing in valuing goodwill loss in eminent domain proceedings pursuant to California Code of Civil Procedure section 1263.510. Donna Desmond Associates works closely with condemning agencies and private parties to provide comprehensive, well researched and defensible goodwill loss appraisals. Donna Desmond Associates is a certified MWBE (file 914-000009) and is certified as a DBE (file #039212) by the California Unified Certification Program. Eminent Domain Appraisal Services Goodwill loss appraisal services provided by Donna Desmond Associates include: O Preliminary Estimates for Budgetary Purposes O Goodwill Loss Appraisals O Litigation Support O Appraisal Review O Court Testimony Qualifications Donna Desmond, ASA Donna Desmond, President of Donna Desmond Associates, has specialized in business valuation since 1986. She has completed thousands of appraisal assignments for both public agencies and private parties throughout the State of California. Ms. Desmond has qualified as an expert in goodwill loss and business damages in federal district court and in California superior courts in Los Angeles, Orange, Riverside, San Bernardino, San Diego, Kern, Santa Clara, San Mateo, San Francisco, Contra Costa and Sonoma counties and in Nevada and Texas. Additionally, Ms. Desmond has testified extensively in arbitration throughout California. Ms. Desmond is a senior member of the American Society of Appraisers, Business Valuation discipline and a member of the International Right of Way Association. Ms. Desmond regularly gives seminars to public agencies, attorney groups and right of way organizations. A complete listing of seminars given is provided in the following enclosures. Ms. Desmond graduated with a bachelor's degree from the University of California, Los Angeles in 1986 and continues to attend professional education courses in appraisal, finance, accounting and right-of-way. r :: DocuSign Envelope I D: 01 C1 DA1 D-6CM-4608-A484-D928555169F0 Representative Seminars Given By Donna Desmond February 9, 2017 How Right of Way Agents Out to Help Manage and Minimize Goodwill Impacts Presented at the CLE 19" Annual Southern California Conference November 8, 2016 Comparable Sales in Goodwill Loss Analysis Presented at the CLE Annual Northern California Conference February 25, 2016 Duty to Mitigate Damages in Loss of Goodwill Presented at the CLE 18' Annual Southern California Conference April 28, 2015 Approaches to Interim Business Losses Presented at the International Right of Way Association Valuation Conference October 27, 2014 The Effects of Casasola on the Goodwill Loss Calculation Presented at the CLE International Eminent Domain Conference January 26, 2012 What's so Good about Goodwill? The California Experience Presented at the ALI-ABA National Eminent Domain Conference November 4, 2011 Valuing Goodwill After Casasola Presented at the CLE International Eminent Domain Conference May 13, 2011 Discovery Issues in Goodwill Loss Appraisal Presented at the CLE International Eminent Domain Conference April 12, 2010 Goodwill— What, When & Why Presented at CLE International Eminent Domain Conference November 18, 2009 Updates of Goodwill Issues Presented at CLE International Eminent Domain Conference April 23, 2009 Billboard Appraisal in California Presented at CLE International Eminent Domain Conference October 11, 2008 Goodwill Valuation and the Cost Approach Presented to Chapter 57 of the International Right of Way Association May 1, 2008 Goodwill Valuation after Aktilu and Mesdeq Presented at CLE International Eminent Domain Conference April 24, 2007 Billboard Valuation in California Presented at the International Right of Way Association Valuation Conference December 12, 2006 Billboard Valuation in California Presented at CLE International Eminent Domain Conference December 5, 2006 Billboard Valuation in California Presented to the Eminent Domain Section of the San Diego Bar Association June 1, 2005 2005 Eminent Domain Case Update Presented to the International Right of Way Association, San Diego Chapter October 28, 2004 Compensation for Goodwill Loss and Short Term Leases Presented at CLE International Eminent Domain Conference October 10, 2002 Valuing Loss of Goodwill in Public Agency Acquisition Presented to the International Right of Way Association, Inland Empire 2 5 D-89 DONNA DESMOND ASSOCIATES DocuSign Envelope ID: 01 C1 DA1 D-6C6A-4608-A484-D928555169F0 tt Four Decades of Successful Real Estate Services to Governmental Agencies Very professional, responsive, interacted well with property owners, kept complete notes and files, provided timely updates. 77 Santa Clara Valley Water District Overland, Pacific & Cutler, LLC (OPQ O OPC Corporate Office 3750 Schaufele Avenue Suite 150 Long Beach, CA 90808 Contact Information Brian Everett Chief Executive Officer Main : 800.400.7356 Direct : 562.304.2060 0 Email : beverett@opcservices.com www.OPCservices.com 25D-90 DocuSign Envelope ID: 01 C1 DA1 D-6C6A-4608-A484-D928555169F0 EXHIBIT C COMPENSATION Fee Proposal including hourly rates if applicable Page 12 of 12 Non -Fed Funding (6.1.2020) 2 5 D -9 1 DocuSign Envelope ID: 01 C1 DA1 D-6C6A-4608-A484-D928555169F0 Fee ProDosal sm�■■■■■■■\ 19 01 ::e � ewI ss®R Fee Proposal �j ci}ives Through Infrastructure Au-i L opcservices.com zl-AOPn C DocuSign Envelope ID: 01 C1 DA1 D-6C6A-4608-A484-D928555169F0 The proposer shall complete and submit a total markup schedule. This schedule will be used for comparison purposes only. COMPANY NAME TITLE BILLING RATE Project Manager $ 130 Project Coordinator- CA, Real Estate Broker $ 150 Right of Way -Technician Sr. Agent $ 115 Office Assistant $ 55 Right of Way -CA, Certified Appraiser MAI $ 265(Hennessey) 350 (Donahue) Please refer to OPC's full hourly rate schedule included in this Fee Proposal. City of San t F.n091 3 DocuSign Envelope ID: 01 C1 DA1 D-6C6A-4608-A484-D928555169F0 Proposer shall submit hourly rates schedule, which shall include but not limited to, direct and indirect costs for labor, for staff per job classification, material, equipment rates, overhead, incidental supplies, travel, mileage, and fuel. Any special materials will be purchased by the contractor only after discussed and authorized by the City projects manager or designee in writing. Prior to commencement of services, Contractor shall provide separate quotes, upon request by the City, which shall be approved by the City's Public Works Agency. Note: This contract is subject to prevailing wages. Overland, Pacific & Cutler, LLC xxxxxxxxxxx COMPLETE LEGAL NAME OF COMPANY TAXPAYER I.D. NO. 3750 Schaufele Avenue, Suite 150, Long Beach, CA 90808 BUSINESS ADDRESS STREET, i CITY/STATE ZIP CODE x J,,,� Brian Everett CEO/Broker in Char E C5f`AUTHORJ2tD AGENT NAME (PRINT) TITLE beverett@opcservices.com 562.304.2000 EMAIL ADDRESS PHONE NUMBER N/A DIR Reg Attached CSLB NUMBER DIR REGISTRATION NUMBER R e ui strati nn e DocuSign Envelope ID: 01 C1 DA1 D-6C6A-4608-A484-D928555169F0 Page 1 of 2 f State of California F A. Department of Industrial Relations (https:/ .ti r.ca.gov/ Contractor Information Legal Entity Name OV ERL4NU VACIFIC & CUTLER_ LLC _orpomPon Active IOODUL4746 07/U1120 06/3W21 375U SCHAUFELE AVE, SUITE 150 LONG BEACH 908US CA United States of America 3750 SCHAUFELE AVE, SUITE 150 LONG BEACH 90808 CA United States of America ontmc6Lm opcservices.rom License Number (s) Legal Entity Information Corporation Entity Number: Federal Employment Identitication Number: President Name: Vice President Name: Treasurer Name: Secretary Name: CEO Name: Agency for Service: Agent of Service Name: Agent of Service Mailing Address: Worker's Compensation 201726810156 953559948 BRIAN EVERETT MARKLABONTE LED RAY ARMSTRONG BRIAN EVERETT Back to DIR» (https:/Avww.dir.ca.goi MARK LA BONTE 3750 SCHAUFELE AVE, SUITE 150 LONG BEACH 90809 CA United States of America Do you lease employees through Professional Employer Organization (PEO)?: No Please provide your current worker's compensation insurance information below: PEO PEO PEO PEO Information Name Phone Email Insured by Carrier Policy Holder Name: OVERLAND PACIFIC & CUTLER LLC Insurance Carrier: H6rtfi Underwriters Inspmnce Co. Policy Number: 10 VIE A59914 Inception date: 08/10/19 Expiration Date: 08/10/20 About DIR Who we are (https:/Avww.dir.ca.gw/aboutdir.htmi) DIR Divisions, Boards & Commissions (https:/Avww.dir.ca.gov/divisions_ and_programs.html) Contact DIR (https://www.dir.ca.gov/Contactus.htmi) Work with Us Jobs at DIR (https:/Avww.dir.ca.gov/dirjobs/dirjobs.htm) Licensing, registrations, certifications & permits (https:/Avww.dir.ca.gov/permits-licenses-certifications.htmi) Required Notifications (https://www.dir.ca.gw/dosh/Required-Notifications.htmi) Public Records Requests (https://www.dir.ca.gov/pra_request.html) Learn More Acceso al idioma (http://www.dir.ca.gov//Bilingual-Services-Act/default.htmi) Frequently Asked Questions (https://www.dir.ca.gw/fagslist.htmi) Site Map (https:/Avww.dir.ca.gov/sitemap/sitemap.htmi) 25D-95 https:Hcadir. secure.force. com/ContractorSearch/registrationSearchDetails?id—al Rt000000... 6/30/2020 DocuSign Envelope ID: 01 C1 DA1 D-6C6A-4608-A484-D928555169F0 OPC 2020 Schedule of Hourly Rates Management & Implementation Program Manager Senior Project Manager Project Manager/Project Controls Manager Sr. Acquisition Agent/Sr. Relocation Agent/Sr. Analyst/Project Coordinator Acquisition Agent/Relocation Agent/Analyst Utility Coordination Senior Utility Manager Utility Manager Senior Utility Coordinator Utility Coordinator Right of Way Engineering $250.00 $150.00 $130.00 $115.00 $105.00 Engineering Manager (PE)/Survey Manager (PLS) $200.00 Project Engineer (PE)/Project Surveyor (PLS) $150.00 Senior ROWE/Survey Analyst $130.00 ROWE/Survey Analyst $105.00 Property Management/Property Services Property Manager $130.00 Property Services Supervisor $115.00 Community Liaison/Analyst $105.00 Lead Landscape Crewperson $60.00 Landscape Crewperson $50.00 Project Support/Administrative Project Support Specialist $75.00 Administrative Assistant $55.00 Terms and Conditions OPC considers local travel/mileage, photocopying, first class postage, telephone, facsimile, and mobile communication charges a normal part of doing business and such costs are included in the stated hourly rates. Out-of-pocket expenses including pre -approved travel and lodging, outside exhibit preparation, requested overnight courier or registered and/or certified mail (return receipt requested) charges, and specialty reproduction (unless otherwise specified) are in addition to the contract amount and will be charged at cost plus ten percent (+10%) for administration, coordination, and handling. Subcontracted services, other than those listed above, will be invoiced at cost plus ten percent (+10%). Enhancing Lives Through Infrastructure PC wwsy_ br_' acorn DocuSign Envelope ID: 01 C1 DA1 D-6C6A-4608-A484-D928555169F0 In the event OPC is required to perform any act in relation to litigation arising out of any project with the Client (for example, expert consulting, responding to a complaint, or proceeding with discovery and trial), such services are not part of this contract, nor are they part of our normal fees. If required, these types of services will be invoiced at two (2) times the regular hourly rates. In the event this contract extends twelve (12) months beyond the initial date of execution, the hourly rates and any remaining amount in the contract shall be adjusted upwardly by five percent (5%) per annum, compounded annually, on the anniversary date of this contract. Written communication services in other languages would be an additional cost and would be billed separately based on quoted hourly rates by independent translation services. Verbal communication in Spanish, if necessary, will be included at no additional charge. OPC will submit monthly invoices for the professional and trade services rendered based on the hourly rate schedule provided above. The client shall promptly pay the uncontested amount due within no more than thirty (30) days after receipt of invoice. Enhancing Lives Through Infrastructure �� wwy�f]� D- j�e,5,com EXHIBIT 3 AGREEMENT TO PROVIDE ON -CALL RIGHT OF WAY ACQUISITION SERVICES FOR THE CITY OF SANTA ANA THIS AGREEMENT is made and entered into on this 15d' day of December, 2020 by and between the 16a' & G Agency, Corp, a California corporation, doing business as the ROW Company ("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 right of way acquisition services on an as needed basis. 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 On an on -call basis, and at the City's sole discretion, Consultant shall perform the services described in the scope of work that was included in RFP No. 20-091, which is attached as Exhibit A, and as more specifically delineated in Consultant's proposal, which is attached as Exhibit B and incorporated in full. 2. COMPENSATION a. City neither warrants nor guarantees any minimum or maximum compensation to Consultant under this Agreement. Consultant shall be paid only for actual services performed under this Agreement at the rates and charges identified in Exhibit C. Consultant is one of four (4) consultants selected to provide right of way acquisition services on an on -call basis under RFP 20-091. The total compensation for these services provided by all such consultants selected under RFP 20-091 shall not exceed the shared aggregate amount of $550,000 during the term of the Agreement, including any extension periods. b. Payment by City shall be made within 45 days (forty-five) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work, which fails to meet the standards of performance set forth in the Recitals, which may reasonably be expected by City. Page 1 of 11 Non -Fed Funding (6. L2020) 2 5 D -9 Q V 3. TERM This Agreement shall commence on the date first written above and terminate on December 14, 2023, unless terminated earlier in accordance with Section 17, below. The term of this Agreement may be extended for two 1-year periods upon a writing executed by the City Manager and City Attorney. 4. PREVAILING WAGES Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. Ifthe services being performed are part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 5. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within Page 2 of 11 Non -Fed Funding (6. L2020) 2 5 D -9 9 the purposes intended by this Agreement shall be at City's sole risk. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. 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 Page 3 of 11 Non -Fed Funding (6. L2020) 2 5 D -10 0 into the Agreement. V. Consultant shall supply City with a fully executed additional insured endorsement. f. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended priorto 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 I of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The 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 Page 4 of 11 Non -Fed Funding (6. L2020) 2 5 D -101 the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 11. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 12. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 13. NON-DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Consultant affirms that it is 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 Page 5 of 11 Non -Fed Funding (6. L2020) 2 5 D -1 02 the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. 15. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services that are the subject to this Agreement performed by City personnel or by other consultants retained by City. 16. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. hi 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 that 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 Page 6 of 11 Non -Fed Funding (6. L2020) 2 5 D -10 3 Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 19. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 20. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 21. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax: 714- 647-6956 With courtesy copies to: Nabil Saba Executive Director, Public Works Agency City of Santa Ana 20 Civic Center Plaza (M-21) Santa Ana, California 92702 Fax:714-647-5635 Page 7 of 11 Non -Fed Funding(6.L2020) 25D-1 04 To Consultant: The ROW Company Attention Michael S. Romo, President 1130 East Green Street Pasadena, California 91106 Mromo@rigbtofwayco.com A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication 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: CITY OF SANTA ANA Daisy Gomez Kristine Ridge Clerk of the Council City Manager APPROVED AS TO FORM: SONIA R. CARVALHO CONSULTANT: City Attorney By: d. rzurtcs. Laura A. Rossini Acting Chief Assistant City Attorney Michael S. Romo President RECOMMENDED FOR APPROVAL: Nabil Saba Executive Director Public Works Agency Page 8 of 11 Non -Fed Funding (6.1.2020) 2 5 D -10 5 EXHIBIT A SCOPE OF SERVICES Page 9 of 11 Non -Fed Funding (6.1.2020) 2 5 D- 1 06 Appendix ATTACHMENT 1 SCOPE OF WORK CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR WATER RESOURCES RIGHT OF WAY ACQUISITION SERVICES RFP NO.: 20-091 Introduction and Background: The City of Santa Ana ("Santa Ana" or "City") is the county seat and the second most populous city in Orange County, California, with over 343,000 residents. It is the 57a' most -populous city in the United States. Santa Ana is located in Southern California, adjacent to the Santa Ana River, about 10 miles away from the California coast. Founded in 1869, the City is part of the Greater Los Angeles Area, the second largest metropolitan area in the United States with almost 18 million residents in 2010. The City of Santa Ana Public Works Agency (PWA) is soliciting proposals for Water Resources Right of Way Acquisition Services. The City is looking for a multi -functional consultants to advise the City and provide real property acquisition, appraisal and related services. The Consultants shall adhere to professional standards, the Uniform Act, Caltrans Right of Way Manual, FHWA requirements, and applicable laws and regulations. This request for proposal (RFP) provides interested qualified firms with the information enabling them to submit a Service Bid Proposal and the services described herein. Description of Work: On as needed basis, the selected fum/s shall provide the City with the following services as described herein. The selected Consultant/s will be expected to manage and control costs and resources, and complete work in adherence to the agreed upon project schedule and terms. The consultants shall be able to provide the following tasks and not limited to: property appraisal, appraisal review, partial and full acquisition and relocation related functions, easements, temporary construction easements, disposition and excess of properties, negotiate price, identify and manage right of way needs, right of way engineering, development relocation plans and relocation services according to Relocation Law, negotiation with property owners and tenants, cost relocation analysis, right of way cost analysis, and related documentation preparation and management to right of way acquisition. City of Sarrl Fp6f91 Coordination and Proiect Management: • The Consultants shall review the assigned project with City Staff, coordinate and review of all documents, and become familiar with the tasks related to the project. • Develop feasible work plans and schedules to complete the services. Schedule should identify critical path tasks, and be updated prior to each monthly meeting. • Conduct monthly meetings with the City Staff to discuss progress and project activities. • Coordinate with City Staff and specialty consultants, and others to resolve project issues. • Prepare progress status reports and presentations as needed • Monitor and prepare update schedules, templates for appraisals, statements, agreements, acquisitions, relocations, and related information thereof. • Establish and implement quality assurance and quality control documentation protocols with each of the deliverables. • Attend City Council meetings (if necessary) and present Appraisal Services: • Appraisals shall conform with the Uniform Relocation Assistance and Real Property Acquisition Act (Uniform Act) and Uniform Standards of Professional Appraisal Practice (USPAP). • Prepare appraisals for all the parcels and properties as determined for each project. • Develop opinion and cost for fee analysis for each project. • Provide current preliminary title report with all exceptions. • Proved plats, legal descriptions for project. Appraisal Review Services: • As required by the Uniform Act, appraisals report must be reviewed by an independent appraisal reviewer. • Prepare review report with findings and conclusions. • Prepare "Statement of Just Compensation" to the City. • For partial takes, (if any) document value of remaining property and impacts. Acquisition Services: • Acquisition must occur within 30 days of appraisal approval. • Upon City concurrence of Just Compensation, prepare offer letter and arrange meetings to discuss offer and acquisition. • Prepare and manage right of way purchase process, coordinate appraisal, escrow, final settlement memorandum and related tasks to complete the right of way acquisition. • Negotiate and be available to discuss acquisition with the owners and explain the process. Additional Services: If requested, the Consultants shall provide the following services: • Assist in utility relocation, street vacation and like matters • Negotiate for loss of rent agreements, where applicable, • Negotiate for rights of entry and environmental audits, • Provide consultation services, • Assist in clearing any encumbrances and or liens to title, City ofSar'WitVU 1 • Negotiate for loss of business goodwill, where applicable, • Utility coordination and relocation, including franchises: telephone, cable, railroad, electrical (where applicable), • Prepare right of entry documentation, • Property Management, if applicable, • Right of Way Certification, if applicable All completed reports shall be certified to be correct and signed by the responsible parties doing the assigned work. General Requirements and Project Deliverables: • The selected firm/s shall submit to the City copies of all correspondence, contracts, appraisals, and all other reports related to the subject in connection with the project. • The selected fum/s shall obtain all necessary permits, and licenses from the City and local jurisdiction prior to commencing any of the work. • All work shall be performed to the specific project and or location as detailed in the notice to proceed and indicated by the City. • All reports, analyses, and technical memoranda shall be submitted electronically to the City and include all the information as required. *A list of positions and hourly rates shall be included as part of the proposal and included in the seal bid package. See Attachment 4 — ADDITIONAL PROVISIONS for a sample breakdown. Consultant Responsibilities: The Consultant shall be able to comply with Caltrans Local Assistance Procedure Manual, Exhibit 10-K — Consultant Annual Certification of Indirect Costs and Financial Management System, and any other state audit and or federal government agency. This section is applicable to all federal funded related project related services. 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. City of SaoR A091 EXHIBIT B CONSULTANT'S PROPOSAL Page 10 of 11 Non -Fed Funding (6.1.2020) 2 5 D -110 Proposal for CITY OF SANTA ANA WATER RESOURCES RIGHT OF WAY SERVICES RFP: 20-091 October 8, 2020 October 8, 2020 City of Santa Ana Santa Ana Public Works Agency Attention: Armando Fernandez 20 Civic Center Plaza Santa Ana, CA 92701 Re: Request for Proposal (RFP), Water Resources Right -of -Way Acquisition Services Mr. Fernandez, Thank you for the opportunity to share The ROW Company's (ROWCO) qualifications to provide Right of Way Acquisition Services for the City of Santa Ana, Public Works Agency (PWA). In this proposal we outline our plan to save costs, accelerate schedule and deliver projects through our vast experience, collaboration and innovation. The ROW Company is a local, specialized real estate/right-of-way team with dynamic resources. Led by experienced, industry -leading Senior Right -of -Way Agent Professionals (SR/WA), we set new standards for the way public projects are planned, managed and delivered to provide valuable services to our Local communities. While our firm is a Disadvantaged Business Enterprise (DBE), and certified SmaLi-Business (SB), we are a team of successful, industry -established project managers and field agents that large right-of-way firms and local public agencies have depended upon to deliver high-profiLe projects - our team consistently delivers. Together, we deliver professional real estate services through innovative concepts, by prioritizing our client's needs and objectives, working as a real team, and effectively managing project scope, cost, and schedule for expedited project delivery. One of the most fundamental aspects of our approach involves emphasizing early engagement with stakeholders. Our team consists of communications experts that build understanding, trust and cooperation with tenants, property owners, businesses and other stakeholders. We emphasize proactive communication at the earliest stages of development to build rapport and ensure project success. Our team will provide PWA with comprehensive right-of-way acquisition services including Project Management, Property Acquisition, Relocation Assistance and Project Certification among other key services, and will direct support services through our expert subconsuLtants including but not limited to Integra Realty Resources (IRR) and Hennessey & Hennessey, LLC. The ROW Company builds successful working relationships with local public agencies through our meticulously planned and diligently implemented work methods. If granted this opportunity, our team will guide the requested right-of-way acquisition services step-by-step through successful delivery. Please feel free to reach out to me at mromo@ri(ihtof%o)Lco.com or at (909) 488-9500, if you have any questions or concerns. I am an authorized official with Legal authority to bind the company. Respectfully, Michael S. Romo, SR/WA President PRO POSAL TO CITY OF SANTA ANA, RFP 2C- 25D-112 �=4✓co�"e TABLE OF CONTENTS Firm Qualifications i Key Personnel 3 Organization Chart/Availability 4 Understanding of Need/Project Approach 5 COORDINATION AND PROJECT MANAGEMENT 5 RIGHT-OF-WAY ENGINEERING AND SURVEYING SERVICES g ENVIRONMENTAL SUPPORT SERVICES g APPRAISAL SERVICES g APPRAISAL REVIEW SERVICES g GOODWILL APPRAISAL SERVICES 10 FURNITURE, FIXTURES, MACHINERY AND EQUIPMENT APPRAISAL SERVICES (FF&E) 10 RIGHT-OF-WAY ACQUISITION 10 COORDINATION WITH TITLE AND ESCROW SERVICES 11 RELOCATION SERVICES 12 UTILITY RELOCATION COORDINATION 14 RIGHT-OF-WAY CERTIFICATION 15 PROPERTY MANAGEMENT, HAZARDOUS MATERIAL REMOVAL, DEMOLITION AND CLEARANCE SUPPORT SERVICES 15 PROPERTY DISPOSITION SERVICES 16 RAILROAD COORDINATION 16 Relevant Project Experience 18 Water -Related Project Experience 22 References 23 Scope of Services 29 Schedule 33 Appendix A Team Resumes 34 Appendix B Company Certifications 62 Appendix C Subconsultant Qualifications/Resumes 66 Appendix D Forms 128 a PROPOSALTO CITY OF SANTA ANA, RFP 21: 25D-1 13 Property Services Environmental Services Consultant Oversight Project Management Property Acquisition Risk Management Program Management Cost Studies/Estimating FIRM QUALIFICATIONS The ROW Company is an innovative right-of-way delivery team that sets new standards for planning, managing, and delivering public projects to support the viability of our communities. We emphasize proactive planning, communication and engagement, which are critical to building understanding, trust and cooperation with the public. Our personnel are specialized navigating the most difficult project challenges, while building public confidence and trust. The ROW Company will provide PWA with a responsible and stable presence, through our experience delivering local, state and federally funded projects with oversight from the California Department of Transportation (Caltrans). Federal Transit Administration (FTA) and Federal Highway Administration (FHWA). We believe public projects require the highest degree of regulatory, management and certification expertise. Our management and senior right-of-way personnel consist of Senior Right -of -Way Professionals (SR/WA) with an established record delivering local projects for public agencies as public and private sector personnel. In addition to our experience we are communication experts who have established effective working relationships with local public agencies. Our firm's Project Manager/Broker, Michael Romo has provided project management services for major local agencies including the California Department of Transportation (Caltrans) and Los Angeles County Metropolitan Transportation Authority (Metro), during his 25- year career. Micole Alfaro, Acquisition/Relocation Manager brings extensive experience contributing to the delivery of major public projects throughout the Southern California region. He actively serves as International Right -of -Way Association (IRWA), Professional Development Committee Board Chair. Services Officers Relocation Assistance Relocation Planning President Utility Relocations Michael Romo, SR/WA, CA Broker Mobile: (909) 754-6310 Email: mromo@rightofwayco.com CFO Micole Alfaro, SR/WA Mobile: (626) 864-3619 Email: malfaro@rightofwayco.com Community Outreach �a co^x ' PROPOSALTO CITY OF SANTA ANA, RFP zC- ��oMe 25D-114 Firm Profile Name 16 th & G Agency, Corp., DBA The ROW Company (ROWCO) Structure S-Corporation (Non subsidiary) CA License C4150733 Incorporated 2018 Main Office 113o E. Green St. Pasadena, CA 9i106 Office. (626) 314-2440 Branch Office 1255 W. Colton Ave. Redlands, CA 92374 Office: (909) 760-0210 Certifications Small Business, CA DGS, Cert. 2016734 Small Business Enterprise (SBE) Metro File #8332 Disadvantaged Business Enterprise (DBE), CUCP: 47336 Our Utility Manager Yolanda Matranga has over 40 years of experience securing easement and fee property for California utilities and municipalities. She has served as point -of -contact for municipalities, utilities and Caltrans projects and has extensively coordinated with Local public officiaLs to resolve/mitigate issues. Our focus is on continually developing team members, sharing knowledge and keeping up to date with current best practices. All of our personnel have at Least 10 years of relevant right-of-way experience and actively pursue professional development. We believe continual growth and development are also keys to innovation and successful project delivery. Our ability to deliver projects is directly attributable to the quality, training and experience of our personnel, whom the public interfaces and depends upon to provide professional, educated and informed services. Our personnel have consistently been sought as experts on risk identification, strategy development and solution implementation in right-of-way programs. We are recognized as industry experts in administering acquisition services and relocation assistance services in accordance with the Relocation Assistance and Real Property Acquisition Policies Act of 1970 (Uniform Act), and/or the California Relocation Assistance and Real Property Acquisition Guidelines (State Act) as appropriate. The benefits of working with us include: • ALL staff have at least 10 years of relevant right-of-way experience. • The quality of our experience allows us to proactively direct right-of-way tasks. • We develop pathways and mitigation measures in the early stages of project planning. • Our principles are actively involved in projects and immediately respond to client needs_ • We work closely with the Caltrans Local Programs and Local Assistance Office. • Our expertise results in reduced costs, enhanced quality and expedited delivery. Our personnel have delivered projects in coordination with many Local public agencies including: • Southern California Edison (Edison) • Pacific Gas and Electric Company • Sacramento Area Flood Control Agency (SAFCA) • Los Angeles County Metropolitan Transportation Authority (Metro) • Marysville Levee District • City of Highland • City of Moreno Valley • City of Grand Terrace • Caltrans District 8 • City of Menifee • City of Rialto • City of Jurupa Valley • County of Riverside • Riverside County Flood Control and Water Conservation District O Riverside County Transportation Commission (RCTC) • San Bernardino County Transportation Authority (SBCTA) With more than zoo years of combined local, state and federally funded project experience delivering acquisition right-of-way services, as well as projects involving utility, Local street, highway, and rail coordination, our team guides the most challenging projects through successful delivery. PRO POSAL TO CITY of SANTA ANA, RFP 2C- 25D-115 �=4✓co�"e KEY PERSONNEL Bachelor of Science, Business Admin., Cal State University, San Bernardino IRWA Chapter 57 - Former Secretary, Education Chair CA Real Estate Broker License, No. 01246067 - Issue 8/26/19, Exp. 8/25/2_ Bachelor of Arts, Communications, Cal State University, Fullerton • IRWA Chapter 1 PDC Board Chair • CARE License, No.01746628 -Issue 4/19/06, Exp. 4/17/24 Public Admin., CSU San Bernardino • IRWA Region 1 Chairman • CA RE License, No. 00759374 - Issue 11/15/79, Exp. 12/09/20 • Cal State Sacramento.1988 Mgmt. Cert. 'g3 • IRWA Reg. 1 Chair'18-Present • CA RE License, No. 01861291- Issue 3/26/0g, Exp. 3/25/21 Graduate Studies, Public Administration, Cal State Univ., Northridge Paralegal Certificate, Cal State, Los Angeles Assoc. of Applied Science, Electronics, DeVry University Bachelor of Theology, Master's Seminary CA RE License, No. 01357184 - Issue 10/23/02 Exp.10/22/22 Project Management Cert., Univ. of CA Irvine Extension, 2010-2011 • Member (IRWA), Chapter 67 • CA RE License 02033162 - Issue 6/5/2017, Exp. 6/4/2021 Bachelor of Arts, Economics, Political Science, University of California, Davis International Right of Way Association - CLIMB -Certified Instructor CA RE Broker License No. o1780060 - Issue 11/1/06. Exp.10/28/22 B.S. Criminal Justice /Mgmt., Univ. of Phoenix IRWA Relocation Chair 2oi6-2017 Chapter 57 CA RE License: In Progress B.A. Business Administration, Mira Costa College CA RE License 01792885 Member, International Right of Way Association (IRWA), Chapter 57. Past President B.S., Business Administration, Mgmt. & Human Resources, CaLPoly Member IRWA, Chapter 1 E License, No.01745512 - Issue 4/12/06, Exp. 04/11/22 PRO POSAL TO CITY of SANTA ANA, RFP 2C- 25D-116 10144LVIAU19:1P'I911I91:■I.1.[*]*1a11I1AX01NINaf9 Micole Alfaro SR/WA Relocation Manager 40% Neidy Pinuetas SR/WAR/W-RAC Senior Retoction Agent 50/6 Es Roberto Corrales Senior Retocation Agent gON Es Angelica Luna Senior Relocation Agent 50°% Es 6 PWA Michael Romo SR/WA Project Manager/ Broker g0% Carol Chiodo QA/QC Manager g0% Yolanda Matranga SR/WA RW-NAC Utility Manager 50% Es Janet Parks SR/WA R/W-AMC Acquisition Manager go — Conner McDonald SR/WA Senior Acquisition Agent g0% Delia Jimenez Senior Acquisition Agent 90% Erick Gutierrez Senior Acquisition Agent g0% UNDERSTANDING OF NEED/PROJECT APPROACH Coordination and Project Management Our approach to project management is based upon established principles as established by the Project Management Institute. Through our meticulous approach, we maintain project controls, create efficiencies to accelerate the right-of-way effort and produce quality results. Based on our extensive experience delivering similar local street and capital improvement projects such as highways, grade separations and flood control projects, The ROW Company is fully prepared to assist PWA with professional right-of-way acquisition services. In our proposal we outline important methods for effectively providing real estate/right-of-way services, built upon our meticulous planning and execution. We establish and maintain lines of communication to keep PWA and Stakeholders informed of real time status and planned activities. The ROW Company personnel are prepared to meet with PWA staff to discuss issues pertinent to assigned tasks and will proactively participate in project and agency meetings to discuss acquisition status and progress. Our team is prepared with a communication plan that includes: • Weekly teleconference with ROWCO's Project Manager and the PWA Project Manager to discuss urgent project matters, questions, concerns and status updates. • Monthly in -person (or videoconference) meeting with ROWCO's Project Manager and PWA for status report updates (In addition to monthly PDT). • Weekly ROWCO staff meetings. We encourage PWA participation. • All meetings incorporate minutes and "Look Aheads" to keep the project team informed of current status and planned activities. Administration We conduct all right-of-way activities including project filing and documentation requirements in compliance with the State Act and Uniform Act requirements. In addition, we are experienced with Caltrans processes when projects are federally funded. As a standard practice we acquire property rights utilizing the highest procedural standards and filing systems, and we supervise, coordinate and monitor the activities of our subconsuLtants in accordance with these standards. We adhere to the Caltrans parcel system for on -system projects as appropriate, whereby the Department assigns parcel numbers for acquisitions incorporated into State systems. By contrast local agencies create their own parcel file systems for federally funded off -system projects. Regardless of the filing system it is critically important to develop and maintain filing systems at the earliest stages of project development. Our file systems save time, increase efficiencies, and streamline document review processes and project certifications. We also develop effective work plans through identification of project funding and regulatory requirements in the earliest stages of development. For example, for the purpose of a highway project, all right-of-way activities are performed in accordance with the Caltrans Right -of -Way Manual and Local Assistance Procedures Manual, Chapter 13 "Right-of-way" For on -system (highway) projects we adhere to California Transportation Commission (CTC) regulations per the Caltrans Right -of -Way Manual. ac ' FROPOSALTO CITY OF SANTA ANA, RFP a.: 25D-118 �V✓C0�"e If federal participation for the right-of-way scope is being pursued or has been obtained, the project must have an approved E-76 prior to offers being made. We confirm the project has obtained an approved National Environmental Policy Act (NEPA) document to proceed with acquisition activities. Our experienced team is highly successful negotiating settlements with owners and reducing the likelihood of proceeding to Resolutions of Necessity (RON). As some of our staff are former Caltrans employees, we are highly experienced with Caltrans certification requirements and submittal processes. We assist public agencies in meeting certification requirements within expedited timelines. These steps are taken at the earliest stages of project development. Schedule and Progress Reports ROWCO's Project Manager develops an expedited Project Schedule for each Task Order that includes milestone delivery dates, and meticulously planned and executed management and agent tasks that support delivery milestones, from the initial appraisal phase through property demolition. The schedule assesses any long -lead items such as environmental issues or obtaining additional right-of-way requirements after right-of-way activities have been initiated, and other risk items that can affect project schedule, which are monitored, mitigated and communicated throughout the project as part of our comprehensive project controls. The schedule is tracked throughout project duration and monthly progress reports are submitted to PWA outlining current status, action items and outstanding issues for review and approval, which is beneficial in preparing quarterly reporting requirements for federal oversight projects. The Project Schedule is not a static document. it is an important tool that accounts for a myriad of scenarios that may be encountered throughout a project based upon our years of management experience. For example, our team may prepare a schedule that includes delivery with condemnation and delivery without condemnation so there is a clear understanding that once milestones are met, i.e. first written offers, if settlement is not reached within reasonable time, we proceed with a schedule based upon condemnation. Our project schedule recognizes certain activities can be completed prior to environmental approval. We inform PWA of such opportunities to expedite schedule and associated risk, depending upon the status of environmental documents. Our staff is available to attend any City Council meetings if necessary, to present project information and address any right-of-way concerns. In keeping stakeholders informed, we recommend that those most effected by projects (i.e. tenants, property owners and businesses) remain at the forefront of our planning and communication efforts. We emphasize proactive and consistent communication with stakeholders at the earliest stages of project development to build rapport and ensure the success of right-of-way services. In projects funded by the Federal Transit Administration (FTA), prior to acquisition activities and environmental approval our management team develops a Real Estate Acquisition and Management Plan (RAMP) that addresses all phases of right-of-way delivery, including cost estimating, project scheduling, staffing, appraisals, document control and condemnation roles and authorizations. In the RAMP we assess the costs and risks of obtaining early appraisals prior to the Project Approval & Environmental Document (PA&ED) or Preliminary Engineering Environmental Document (PE&ED), which allows acquisition offers to coincide with environmental approval, saving months in the project schedule. go ` Risk Management We proactively manage risk for project scope, cost, and schedule control. We extensively utilize tracking reports for managing right of way tasks within a scope of services. Tracking reports are an effective tool to manage project schedules and risks. PRO POSAL TO CITY OF SANTA ANA, RFP zo- 25D-119 In the RAMP we assess opportunities to incentivize owners and expedite property acquisitions. Considering the housing crisis, we assess relocation needs under the provisions of Housing of Last Resort (LRH). With input from the RAMP, we develop a Risk Register for project scope, cost, and schedule control that is maintained throughout the project. In the Risk Register we address impacts to utilities that require long relocation lead times such as transmission Lines, and/or time associated with special uses such as restaurants or gas stations for example. Quality Assurance/Quality Control (QA/QC) PLan The ROW Company understands a Quality Management Plan is vital to deliver an effective and efficient process for the development of projects. Our team develops and follows a Quality Management Plan that meets the standards of professional practice and satisfies requirements of a project scope and schedule. We develop a Quality Assurance /Quality Control (QA/QG plan and ensure all Project Team members, including subconsuLtants incorporate the plan for each project. We ensure each team member and subconsuLtants understand project objectives, apply sound right-of-way principles for all phases of delivery and produce quality, accurate, and complete documents within the project schedule and budget. We ensure all procedures, policies, regulations and project documents are conducted and prepared in accordance with Federal Highway Administration (FHWA), Caltrans, Federal Transit Administration (FTA) and PWA policies as appropriate_ As part of our Quality Control process we identify key milestones within a project schedule for each deliverable. Each deliverable is reviewed by our Project Manager, followed by our QA/QC reviewer. In the event documents require revisions or clarifications, our QA/QC reviewer returns the documents to our Project Manager for revisions. When our reviewer determines documents are acceptable, they are forwarded to our Project Manager. After documents are approved by our Project Manager they are forwarded to PWA for review and approval with a cover sheet to document the reviews and status of each document. Our Project Manager also ensures appropriate actions are taken if necessary, to improve or modify the QA/QC plan and ensure appropriate resources are provided. The ROW Company's approach to project delivery utilizes an innovative team concept that improves efficiency and effectiveness, resulting in faster delivery and cost savings for our clients. Our QA/ QC process is just one of the many tools we use to provide excellent service and consistently deliver capital improvement projects. Budget Management At the onset of a project, ROWCO's Project Manager coordinates with the PWA Project Manager to develop the Right -of -Way Project Budget for Consultant Deliverables. Once the budget is developed, our Project Manager manages the budget throughout the term of the Contract and provides a Right -of -Way Costs Report updated and delivered to PWA on a month ly basis. The Report includes updates on Task Order cost and associated budget for each invoice. Any increases in cost or scope are reported for review and approval. Our meticulous project scheduling and work planning ensures tasks and assignments are delivered within the Project Schedule. Personnel Management We believe public projects require the highest degree of regulatory, management and certification expertise. Our team consists largely of Senior Right -of -Way Professionals (SR/ WA), and personnel with an extensive record delivering Local projects for public agencies who remain informed of policies and practices within the right-of-way profession. In accordance with our philosophy, we carefully consider the credentials of key personnel for such positions as Project Manager, Acquisition Manager, Relocation Manager and Utilities Relocation Coordinator who have the requisite experience, training and certification. PRO POSAL TO CITY OF SANTA ANA, RFP 2C- 25D-120 �=4✓co�"e As provided in our resumes and qualifications, all of our personnel have no less than a minimum i0 years of relevant right-of-way experience administering major public projects for prominent local public agencies. All of our agents have received cross training in various functions of project management, right-of-way, acquisition, relocation and utility coordination among other services, and have extensive experience delivering projects with Caltrans oversight. All personnel as outlined in our Identification of Key Personnel are available for the duration of the PWA projects. Once assigned they are not replaced without written consent. Coordination with Design Moving toward project implementation, it is highly recommended our project management team provides critical impact assessment from our right-of-way perspective and works closely with PWA and Design to mitigate unnecessary impacts and develop proposed alternatives. We are partners in reducing project impacts and maintaining the viability of diverse communities. Our Project Manager reviews the Preliminary Plans, Specifications and Estimates documents and conducts field reviews with our Senior Acquisition Agent to assess right-of-way impacts. Our personnel are highly experienced reviewing mapping utilizing Geographic Information Systems (GIS) and other resources to identify project requirements. Based upon review of preliminary mapping provided by Design, our team assesses any additional impacts, unnecessary impacts, mitigation measures or proposed alternatives. We also identify any concurrent projects in the area that can affect replacement resources or City services, as well as impacts to partner agencies or stakeholders. Our team is prepared to assist PWA with any additional coordination that may arise. Through our field inspection we identify utility facilities that may require coordination, relocation or potential replacement easements. We can assist PWA with acquiring replacement easements that may be necessary. Our Project Manager works with the Design team to refine scope if necessary, including full and partial acquisitions, and potentials for mitigations. After considering approaches and altematives, we confirm the plan with the Design before legal descriptions and plat maps are finalized and provided to the appraiser. Impact Analyses/ Mitigation Our innovative right-of-way delivery team provides critical impact analyses and assessment. We mitigate unnecessary impacts and develop proposed alternatives. We are partners in reducing project impacts and maintaining the viability of our diverse communities. In Summary, The ROW Company's Project Management plan ensures successful delivery of our real estate/right- of-way consultant services through: • Assessing and planning for funding/regulatory requirements. • Employing proactive methods for enhanced/expedited delivery. • Developing, monitoring and executing effective work plans. • Maintaining comprehensive project controls and managing risk. • Effectively managing project schedule, budget and consultant deliverables. • Proactively coordinating right-of-way activities with Design. • Keeping stakeholders informed of real time status/planned activities. a PRO POSAL TO CITY OF SANTA ANA, RFP zo- 25D-121 Right -of -Way Engineering and Surveying Services The ROW Company works with Guida Engineering to provide expert Right -of -Way Engineering and Surveying Services. Guida Engineering has worked extensively with Local public agencies. Prior to finalizing right-of-way requirements, we work collaboratively by coordinating meetings between PWA Project Management, Design team, and Guida Engineering, and reviewing aLL engineering and surveying work as part of our QA/QC Plan. During implementation, we work with Guida Engineering to identify any additional interests that may be needed for Projects. As time and risk reducing measures, prior to final. design and mapping we coordinate with Design and Engineering to ensure right-of-way impacts and requirements are fully addressed. We work closely with Guida Engineering to ensure quality right-of-way engineering and surveying services by assessing right-of-way requirements needed for access and construction, identifying opportunities to reduce impacts to project schedule and/or budget and developing replacement easements to relocate utility facilities. Environmental Support Services In the event environmental site assessment (i.e., Phase 1. Phase z is required to confirm properties are free and clear of hazardous materials), our team can provide environmental and hazardous materials services support services, which includes coordinating access and obtaining rights of entry as necessary. Appraisal Services The ROW Company coordinates with Integra Realty Resources (IRR) for expert Appraisal Services. Richard Donahue of IRR has been providing quality appraisal services for local public agencies for over 35 years. Our team works closely with IRR throughout project delivery and ensures appraisers understand project assignments. We coordinate with appraisers in clarifying any concerns that may arise regarding project design. During implementation our Project Manager develops and maintains a report to track appraisal activities including start dates, target completion dates, owner contacts and submittals to PWA. After our Project Manager confirms the project schedule, duration of Temporary Construction Easements (TCE) and receives the right-of-way appraisal maps/exhibits, we prepare the Notice of Decision to Appraise for PWA approval. The Notice identifies appraisers, invites owners to attend inspections and is coordinated with the appraiser notification to owners. Once approved, we provide the Notice of Decision to Appraise to property owners and issue a Notice to Proceed to appraisers. When appraisaLs are completed, our Project Manager reviews the reports and ensures they meet appraisal requirements in accordance with Uniform Standards of Professional. Appraisal Practice (USPAP), the Uniform Appraisal Standards for Federal Land. Acquisitions (Yellow Book) and the Caltrans Right of Way Manual. In addition, our Project Manager ensures the appraisal values are certified and contain minimum recognized standards for public acquisition including: zoning, property rights, highest and best use analysis, comparabLes, improvements acquired, damages, cost to cure, appraiser and review appraiser certificates. We review appraisal work as part of our QA/QC Plan and ensure the quality of all appraisal- services. We also coordinate any issues between IRR and the PWA Legal team. Appraisal Review Services The ROW Company works with Hennessey & Hennessey to provide appraisal. review services. During implementation, our team tracks review appraiser comments to appraisers and ensures comments are addressed in a timely manner so the reports can be finalized and transmitted eLectronicalLy to PWA. As part of our QA/OC Plan, we ensure review appraisals are completed in compliance with Chapter 13 of the Caltrans Local Assistance Procedure Manual. PROPOSALTO CITY OF SANTA ANA, RFP a.: 25D-122 PoIV cO�"e As directed by PWA, we coordinate with other consultants for supplemental work required for acquisitions in accordance with local, state, and federally funded project requirements. Following our Project Manager's review of appraisal reports, we recommend approval of Just Compensation to PWA. We do not make offers until PWA has approved just compensation. Goodwill Appraisal Services The ROW Company works with Desmond. MarceLlo & Amster (DM&A) to provide Goodwill. and Furniture, Fixtures, Machinery and Equipment Appraisal Services (FF&D. Since 1968, DM&A has provided clients in both the public and private sectors with expertise in the valuation of closely held businesses, professional practices, and tangible and intangible assets, such as FF&E and goodwill. In the event goodwill services become necessary, during implementation ROWCO coordinates with PWA to provide DM&A with all relevant business data including the types and amounts of any relocation assistance payments, to assist DM&A in the appraisal of any Loss of goodwill. We review all. relocation and goodwill payments and ensure there is no duplication of payment per the Uniform Act. As identified in the Uniform Act, relocation payments cannot be duplicated in the payment of any goodwill Losses. We immediately inform PWA of any claims for loss of goodwill. As loss of goodwill is not allowable under federal law, we coordinate with PWA to address any goodwill claims in accordance with California State Law. ROWCO has worked extensively with DM&A on goodwill issues and will ensure the smooth delivery of its appraisal services. Our additional services include negotiating loss of goodwill as necessary. Furniture, Fixtures, Machinery and Equipment Appraisal Services (FF&E) Working with DM&A during implementation, our agents attend inspection meetings with owners and coordinate with DM&A in the identification of fixtures and equipment, as well as inventory of movable personal property. While personal property is not eligible for acquisition payment nor real property eligible for relocation, the Lists of personal property and personal property valuations provided by DM&A are informative in identifying personal property that is eligible to be relocated if any. Our acquisition team makes FF&E offers in coordination with the fee property offers. We work with property owners and business tenants to review lease agreements if necessary, in FF&E determining ownership. As part of establishing the payment for FF&E, we work with tenants and owners to complete an off -set statement to confirm ownership of FF&E and resolve any conflicts. In the event there is a disagreement we make the same offer to both so they can work out the dispute. In addition, our team can provide assistance in reviewing leases to establish ownership of fixtures and equipment. We review FF&E and goodwill appraisals as part of our QA/QC Plan and ensure the quality of all appraisal services. Right -of -Way Acquisition Acquiring private property for public purposes requires experienced professionals who are sensitive to the needs and concerns of landowners. Our team builds understanding, trust and cooperation with property owners and emphasizes proactive communication to build rapport and ensure the success of our services. Our Senior Acquisition Agents are communication experts and ensure expeditious acquisitions. Prior to commencing acquisition activities, files are established for each property by our Acquisition Manager and Senior Acquisition Agents to ensure document and quality control. Files include a diary, document checklist, supporting documentation and Title VI information. Our Acquisition Manager conducts a documented file review on a regular basis. FROPOSALTO CITY OF SANTA ANA, RFP a.; 'PW✓co�`'e 25D-123 io Our Acquisition Manager coordinates with PWA for the preparation of documents including the Purchase and Sale Agreement and Deed and ensures appropriate deed jackets are utilized for each acquisition type. Our Senior Acquisition Agents prepare Title VI information and the Acquisition Brochure and acknowledgment per Caltrans Right -of -Way Manual requirements. In addition, we prepare any additional documents PWA requires as part of its policies and procedures. Our Acquisition Manager reviews all offer package documents, including Summary Statements, prior to the offers being made. Prior to owner meetings, our Senior Acquisition Agents review appraisal reports and clarify any questions with appraisers. Our Senior Acquisition Agents conduct good faith communications with property owners and maintain excellent documentation in accordance with PWA and Caltrans standards. Our Senior Acquisition Agents document owner claims, information, or suggested resolutions in the parcel diary, as well as confirmation of Title VI delivery. Owners are informed of their right to obtain an independent appraisal by a State -certified appraiser, not to exceed $5,000 (Code of Civil Procedure section 1263.025), and are given a reasonable amount of time to consider offers and present material relevant to value determinations (30 days and a minimum of 3 contacts). Our Acquisition Manager and Senior Acquisition Agents prepare any administrative settlements in coordination with PWA when it is reasonable and in the public interest. Once agreements are reached, our Senior Acquisition Agents secure grantor approvals and signatures on the Purchase and Sale Agreements and Deeds. The owner - signed documents are reviewed by our acquisition manager, who provides recommendations for approval to PWA. Our Acquisition Manager provides a written summary for each parcel acquisition on a monthly basis or as directed by PWA. The summaries include a brief history of services, documentation provided, and any negotiation issues identified. A central aspect of our service is communicating the progress of our acquisition activities. Additional services include negotiating loss of rent agreements as necessary. If personal property is identified within the required right-of-way, we inform PWA and recommend initiating relocation activities under the Uniform Act, and we proceed with relocation activities if approved. nn Proactive Community mmm Engagement Proactive communication builds understanding, trust and cooperation with public stakeholders. We emphasize proactive public engagement from the earliest stages of development through implementation to build rapport with our diverse communities and ensure successful project delivery. Coordination with Title and Escrow Services Upon obtaining approved agreements, escrow is opened by our Senior Acquisition Agents by submitting an instruction letter, and providing the purchase contract, title insurance coverage and notarized deed to the escrow company. Our Acquisition Agents coordinate the following escrow activities and ensures expeditious acquisitions by: • Reviewing title reports and documents for submission to escrow: • Working with escrow to facilitate title clearance matters per the escrow instructions: • Providing any payment coordination for taxes due or lien releases, and assisting with securing any full or partial re -conveyance instruments from lien holders of record: • Facilitating recordation of corrective deeds to clear vesting issues: PRO POSAL TO CITY OF SANTA ANA, RFP 2o- �=4✓co�"e 25D-124 11 • Ensuring the PWA acquires good title and/or required property rights, free and clear of encumbrances that may affect future activities; • Coordinating with property owners to resolve escrow issues and ensure documents are submitted to escrow in a timely manner, • Coordinating escrow closings and filing applicable forms and documents with the County Assessor's office as needed; • Reviewing title insurance policies for accuracy after closing; and • Coordinating payment of incidental expenses (title, escrow, surveys, prepayment penalties, etc.) by PWA and just compensation to owners. Title & 0 Escrow We ensure our clients acquire good title and/or required property rights, free and clear of encumbrances that may affect future activities. We coordinate escrow closings, and work with property owners to resolve escrow issues. As part of our project control procedures our Acquisition Manager maintains a schedule to track escrow status, including open escrows and target closing dates. Our firm is prepared to implement additional processes and procedures that may be needed and will accommodate PWA requests to further acquisition processes. We expeditiously prepare any information required by PWA including Board of Supervisors Agenda items, Staff Reports or public hearing notices. Relocation Services Displaced persons require the highest degree of relocation care and expertise. The ROW Company's team of certified, multi-lingual Senior Relocation Agents are sensitive to the diverse needs of displaced persons. We emphasize proactive public engagement from the earliest stages of development through implementation to build rapport with our diverse communities and ensure the success of relocation programs. We perform all relocation assistance services in accordance with the Relocation Assistance and Real Property Acquisition Policies Act of 1970 (Uniform Act), and/or the California Relocation Assistance and Real Property Acquisition Guidelines (State Act) as appropriate; and other related procedures and regulations. There are slight variations between the State Act and Uniform Act and our agents apply appropriate regulations consistent with project funding. We specialize in preparing Relocation Impact Documents (RID) which are a critical blueprint in the early stages of project planning for assessing and communicating relocation needs and resources available under local, state and federal relocation assistance Laws. We prepare a Relocation Plan as part of Caltrans, State and Federal regulations. In the Plan we assess project scope, risks, requirements and resources. We assess low income household needs and/or special needs under the provisions of Replacement Housing of Last Resort (LRH). Our Relocation Manager coordinates with PWA to prepare a relocation schedule that establishes milestones for the delivery of relocation services and is used to track the status of relocation services. Our Relocation Manager tracks relocation payments and provides updates to PWA in coordination with the Project Budget. We prepare and provide monthly status reports to keep management fully informed of past, current and planned relocation activities. During implementation our Relocation Manager develops a system of checks and balances, ensuring the independent handling of relocation funds/ checks and services. PRO POSAL TO CITY OF SANTA ANA, RFP 2C- �=4✓co�"e 25D-125 12 Our Senior Relocation Agents are communication experts and ensure displacees are fully informed of all relocation assistance services, notices, moving assistance and advisory assistance. In keeping displacees fully informed, we adhere to all health and safety rules and regulations including the use of all personal protective equipment, and recommend utilizing such alternative methods as electronic signing, video conferencing, mobile notaries and return shipping labels among other services as necessary. In providing comprehensive relocation assistance our Senior Relocation Agents: • Meet personally with each displacee, including household, business, or owner of personal property to conduct an interview and assess the nature and Relocation ID scope of the relocation assistance required under Planning applicable regulations, and provide translation services as necessary; • Provide a General Information Notice (GIN) and explain the relocation assistance process; • Determine each displacee's maximum eligibility for relocation assistance by performing a replacement housing valuation (for residential displacees), including moving, rental, or purchase price differential assistance. Relocation planning is a critical blueprint for assessing and communicating relocation needs and resources. Our team of Senior -Right -of -Way Professionals conduct meticulous relocation planning, identifying and communicating relocation impacts and mitigation measures under local, state and federal relocation assistance laws. • When occupants are determined to be eligible, provide a Notice of Eligibility (NOE) outlining benefits, assistance and limits; • Provide displacees on -going referrals to suitable replacement locations and within displacees financial means, and provides on -going advisory services, such as obtaining loans or information regarding available housing programs (for residential displacees); • Businesses are provided similar on -going advisory services, • Assist displacees in obtaining move estimates or coordinating self -moves. • Prepare and submit claims and other supporting documents, such as rental agreements. Wg's and transmittals to PWA for review, approval and payment; • As part of our OA/OC process, all claims are tracked, and payments previously made to displaces are communicated to PWA with each claim submittal; • Provide go -Day Informational Notices as necessary; • Personally inspect residential replacement dwellings to verify they meet Decent. Safe and Sanitary (DS&S) requirements and assist occupants in coordinating corrective measures if necessary to ensure safety; and • Provide information on the Relocation Assistance Appeals Process and coordinate claim appeals as necessary. a PRO POSAL TO CITY OF SANTA ANA, RFP 2o- 25D-126 13 As a local firm, our Senior Relocation Agents are experts in project area resources and knowledgeable about Local housing, schools and medical offices among other services. Our firm maintains information regarding replacement resources, such as the Multiple Listing Service and local brokers within the City of Santa Ana for identifying replacement sites. In providing on -going advisory services, our firm contacts City, County or other agencies and obtains information regarding public housing and/or identifies available services for first time home buyers. In addition, we obtain information on low income housing or social services depending upon individual household needs. Business relocations can be very different from residential relocations. There are a number of factors to consider when relocating businesses that can impact scope, schedule and cost. It is important to have experienced relocation agents that are informed of changing Laws and regulations and can effectively work with businesses that are concerned about maintaining the continuity of their operations. Once eligibility is established, businesses also receive a Notice of Eligibility that outlines options for eligible move expenses and maximum reestablishment assistance. Reestablishment assistance allows businesses to conduct any modifications at the replacement location to meet Local agency occupancy requirements, such as Americans With Disabilities Act (ADA) requirements. Our Senior Relocation Agents provide on -going advisory services until businesses become reestablished, including referrals to loans and programs for small businesses, and continue to work with businesses to ensure Local agency occupancy requirements are met at replacement locations. Files are maintained for each dispLacee and submitted to PWA once displacees have received final payment. Our firm responds expeditiously to requests for information or statistics from partner agencies in coordination with PWA. All relocation activities are conducted in accordance with our established QA/QC Plan. As concerns regarding Loss of goodwill are common among relocating businesses, we work closely with businesses and effectively administer the full scope of relocation assistance allowable under The Uniform Act to reduce to the greatest possible the likelihood of loss of goodwill claims. Utility Relocation Coordination ml� Relocation I Assistance Displaced persons require the highest degree of care and relocation expertise. Our certified, multi-lingual professionals are sensitive to the diverse needs of displaced persons and perform all relocation assistance and services in accordance with the Uniform Act, State Act, Caltrans policy and or/FTA regulations as appropriate to ensure successful reestablishment. The ROW Company will assist PWA with any Utility Relocation Coordination. Utility relocation generally requires longer lead times and it is important to understand this component as part of the overall certification process. The ROW Company's utility relocation services have been called upon by other right-of-way firms in situations where relocations, certifications, and funding were on the critical path. It is critically important consultants understand utility relocation processes and plan for its requirements early in project delivery so as not to scramble to meet certification and funding deadlines. Our team is deeply experienced with Federal. State and Local utility relocation processes and will assist PWA with any Utility Relocation Coordination. Our team is specialized in bringing public agencies and utility companies together to resolve utility conflicts. We coordinate with project design teams to develop relocation plans, prepare agreements and issue appropriate notices for right-of-way certifications. We coordinate for approval of Utility Relocation Plans and Conflict Maps that identify conflicts with utility companies. We conduct field inspections for visual verification of facilities in the project footprint, and coordinate location requirements for high risk facilities including positive identification, and various methods that verify facilities vertically and horizontally, as well as low risk facilities within project Limits, and utilities or facilities to be protected in place. We prepare a utility relocation spreadsheet identifying Liability and target dates for agreements, notices to owners and approved relocation plans. a PRO POSAL TO CITY OF SANTA ANA, RFP 2C- 25D-127 14 We prepare all utility relocation documents including reports of investigation, relocation cost estimates, Master Agreements when applicable to outline Liability determinations, utility owner's claim letters, FHWA Specific Authorizations when Federal funds are used in relocations and notices to owners. Right -of -Way Certification The ROW Company wilt assist PWA in completing Caltrans project certification requirements as necessary. which is required for all federally funded highway and Local street improvement projects and is a critical to ensuring project funding and approval to initiate construction activities. Our team is experienced with certifications based on various project delivery methods including design, bid, build; design, build and CMGC. We are experienced preparing Certifications 1, z, 3 and 3W, and coordinating with Caltrans for approvals. utility • • Coordination Our staff are utility title experts and determine the validity of utility -claimed prior rights for relocations and are experienced conducting land rights checks. We coordinate utility relocation processes, utility agreements and verify when master agreements are applicable to a project. Our Senior Project Manager prepares draft certifications for PWA and Caltrans review, and works with Caltrans through the approval process. While we plan for Certification 1 or z to prepare the project for advertising to proceed to construction, we may pursue alternative certifications 3 or 3W to maintain the project schedule and prepare supporting documentation to obtain approvals for the 3 or 3W certifications. We are experienced preparing justification memorandums in support of certifications 3 and 3w that require FHWA and Caltrans Headquarters approval. We are highly experienced working with the CaLtrans Right -of -Way Local Programs office and the Local. Assistance office for project certifications. We plan for certifications requirements and ensure documents are prepared in accordance with associated certification processes, which reduces scheduling and funding risks. We submit right- of-way certification documents electronically with utility binders, which are also required with certifications. All certification activities are conducted in accordance with our OA/OC Plan. Property Management, Hazardous Material Removal, Demolition and Clearance Support Services The ROW Company is prepared to provide property management and hazardous materials support services as necessary. Our property management team maintains books and records in compliance with generally accepted accounting principles and makes available all books and records provided to PWA finance staff or an independent certified public accounting firm that may work on behalf of PWA. Our firm oversees all property management activities for acquisition -related assignments. Our Property Manager serves as a liaison between tenants and PWA and coordinates all services as part of the Property Management Services Plan. Such activities include: • Immediately acting upon urgent matters and keeping PWA informed; • Preparing and administering leases. Licenses, amendments and other documentation: • Coordinating with utilities for service disconnections; • Performing inspections, securing and maintaining vacant properties; • Maintaining a monthly Property Inventory Report and Rent ROIL; a PROPOSALTO CITY OF SANTA ANA, RFP a.; 25D-128 35 • Preparing and maintaining invoicing; • Performing management and maintenance colLections; • Maintaining monthly rent collection and receivables aging report; • Coordinating with escrow companies for leases, deposits and rents; • Coordinating with qualified vendors for services i.e. electrical, plumbing. HVAC; and • Maintaining a database of on -call vendors and 24-hour services. Our Property Manager prepares weekly status reports for PWA that includes Leasing, management and operational records, competitive bids information, tenant information, inspection dates and action items. Our team coordinates with other consultants' supplemental inspections including environmental in accordance with funding requirements. ALL property management activities are reviewed as part of our QA/QC Plan. As a proposed enhancement, The ROW Company may provide Hazardous Material Removal, Demolition and Clearance quality control support services, including reviews of surveys and/or environmental site assessment and remediation. Remediation may include removing any polychlorinated biphenyls (PCB) containing materials or other issues related to soils or groundwater. Our team would ensure all asbestos and lead based paint related work conforms to federal, state and local laws governing remediation activities. During the demolition and removal process we would immediately notify PWA of the presence of hazardous materials, and ensure all permits and licenses are in place in accordance with project performance schedules. Hazardous materials are disposed of in accordance with appropriate Laws and regulations, including OSHA Construction Standard (zg CFR 1926.1101) and EPA National Emission Standards for Hazardous Air Pollutants (NESHAP 40 CFR Part 62 Subpart M). Property Disposition Services The ROW Company's team will assist PWA with any sale and disposition of excess Land in accordance with California Government Code Sections 64220 et seq. As properties go to the open market, we assist in preparing legal descriptions and plat maps and coordinate title and appraisal activities, advertise properties, coordinate auction activities and prepare purchase agreements, bid packages and parcel information. We submit all documents to escrow and facilitate escrow activities until transactions are closed. We can also assist PWA in preparing reports to the City Council for approval. Railroad Coordination Our Senior Project Manager will work with PWA for any Railroad Coordination. In working with railroads, it is best to understand and plan for extensive processes, requirements and timelines. Our team has essential experience working with railroad companies through representing public agencies including Caltrans, Cities of Colton, Grand Terrace and San Bernardino County Transportation Authority. Our personnel are also experienced with railroad coordination as it relates to utility relocations and supporting maintenance activities for utility companies such as Southern California Gas and Southern California Edison. We assist in preparing all required documentation including encroachment permits and rights -of -entry. Our team of right-of-way professionals have extensive experience with railroad facilities crossings and facilitating crossings in public/ franchise or private property as well as grade separation projects. PROPOSALTO CITY OF SANTA ANA, RFP a.; �=4✓co�"e 25D-129 16 The ROW Company understands long lead times are necessary when railroads are affected by capital improvement projects and our team will ensure coordination of activities are initiated early in the project development stage at 35% design or sooner. We conduct all railroad activities and approvals in accordance with California Public Utility (CPUC) requirements and initiate CPUC applications early to allow adequate time for approvals. Our appraisers are experienced with the nuances of valuing railroad interests for all project types including utility projects that impact railroad facilities, as well as railroad safety and grade separation projects. Such requirements include ensuring independent appraisers are utilized in appraising utility requirements and that required railroad interests are properly identified. During the appraisal process our team drafts the Construction and Maintenance Agreement (C&M), which outlines responsibility for maintaining the right-of-way, to initiate the process for reviews and approvals and works with PWA and Railroad representatives on format and agreements to be utilized. We assist with other activities including scheduling and coordinating meetings with various agencies and railroads, developing a schedule of activities required for clearance, securing flagging agreements and preparing required documentation. The ROW Company recognizes that establishing a positive rapport with project team members is essential in effectively and efficiently delivering projects. Our team understands this is especially true when maintaining positive dialogue with railroad engineers and project managers in expeditiously obtaining approvals. We recognize there are multiple parties to a C&M agreement that can include Caltrans, OCTA, Counties, Cities and other stakeholders. We pride ourselves in bringing parties together to reach mutually beneficial resolutions and signed agreements. 00 PRO POSAL TO CITY OF SANTA ANA, RFP 2C- 25D-130 LLI Z W FX m x W u W mn a H Z a W W a E ro c ro c Cvp 2 to C ¢^ tlJ C ¢^ 01 W m W "p N E�J y�,a� [co Ol c.vw S v mrvw-�-� c�ic7 �o earn Oc7cnen N -6 Z �MMpp V ° d J U N U f U N V ryM yW V I U a N E ,,,� ?s �s •• vJ �ri mN � �c mu � C9 VNI _pT� N a N _T N N O U 0p Ch O m O'pO N 6 ry .�. 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'd V aU U n NU rl7 F CiZ rv� Vi a mJ -1 o` 2, o a ELLo 0 E 8 wa a� o a E0 E $o^v m Tp 6 E� Sae o ONro�� 3w n�tHi Sj iY m H 'O M y p 3 a o0 E rm `oo 'a a j, n1'ry 3 a E 3 p a tm adU mr+�EU mo m m ,p a. m< tnw°S mo ro m O'34] ry U O r V ^>- -O w UQ T r.UU. 3�p F'VV. �'3 C0 NOtv O 0 ro 1 100 p'i 03 �mrnmU cf -Up Obi sc�9`c�oaa o� 3`3 QUa�'6 O NNN9� cac `-4 o�m3�afl-�»= E mEJ�To p ' rn 'o `m ac 'a ov9.�o� � °u' o EF c ? 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Q uln.. dr`3 V1 azsoa vM-�gmy `n ci o'roo o yR oTTE �--pup a3� �c� u �jaodc cc � n �yw ismw -,3w aw��n� V mEa-o®U'a'cm d EEEn oB'mrtzz awJ�.;m t�m$VtOrV UyvUim m uu'o'0 n'OO L mda rn a wccE vno E a"�c`�3 �ia 3E H' c a r m>. �� 0 9 �rmaEi N �L O E3 E 3 E 3 E3 9OU R O N O m 0 no u g a Em X EM Ern Ern m y cc Q¢'�r O - O N TY N O } O y .O .� �.fT.9 p �y 'pryQLO T 0 N c2 E C @� N+J � 6 6—,gU y73 C N $j c m N TC_'aP O �� T a Q m ro N a m L �� Q p N t� V z: r O gig 0 �u oQV m v mro'y .�.a n V Q °'Egg t°`a�' ma OBI vy E row�� �91' ¢C�a`cn =C'1 E C -9 "ff¢ �r0+ � SO � p OL g z w a m 3 a m a b p p N i m U '$ 8 d e N w O C 4[i in N d c N O c aIt-aLL1 cnit���C'. o�fO�b' (n) 15U-1 J4 WATER -RELATED PROJECT EXPERIENCE We provide project management and acquisition right-of-way services for a number of water related projects involving Levee construction and restoration, reservoirs and flood control. We work closely with project teams to identify and coordinate all right-of-way activities. Our project planning and scheduling assess water related acquisition factors and timelines that may require complex acquisitions, mitigations and coordination with stakeholders and partner agencies. Marysville Ring Levee Project: Managed project and coordinated appraisal, acquisition services, escrow services and land rights support for utility relocations. Obtained permits to enter for environmental surveys if needed, reviewing Legal descriptions to ensure project requirements and develop options to avoid or mitigate impacts to the project schedule. Hamilton City Phase 2B Levee Construction & Restoration Project 2018: Managed delivery of appraisal and acquisition services on behalf of RD 2140. Worked closely with project team to identify and coordinate all right-of-way activities including title reports and developing options to mitigate complex acquisitions and impacts to project schedule_ Sacramento Area Flood Control Agency (SAFCA) 2018: Provided right of way management for various Levee improvement projects. Assisted in the preparation of a right- of-way acquisition plan and project charter for each construction phase. Prepared a baseline scope and managed the acquisition process with the State Department of Water Resources (DWR) and SAFCA. Feather River West Levee Rehabilitation Project: Ensured compliance with US Army Corps of Engineers and Federal Emergency Management Agency requirements. Planned and managed project activities including Land rights analysis, title review; encroachment clearances, acquisition (under possibility of condemnation), title clearance and public outreach. Sites Reservoir Project: Right-of-way consulting services including public outreach: project management; systems development; policy and protocol; initial community engagement, parcel research, field access; public outreach. impact analysis; cost studies; budgeting, risk management and coordinating project teams - engineering, environmental, geotechnicaL. a PROPOSALTO CITY OF SANTA ANA, RFP a.; 25D-135 22 REFERENCES Wt OR HA -L� j. Chino Hills Underground Project - Completed in 2016 Southern California Edison (Edison) Chino, CA Our personneL provided Land research and acquisition support services for this innovative Southern CaLifornia Edison Project, which involved undergrounding of power lines which was an unprecedented, "first -of - its -kind" project in the United States. This project commenced following a CPUC vote to underground high -voltage 500 kV power lines though 3.5-miLes that occupy a 150' right of way through a residential area in Chino Hills. In order to build the underground system safely and eficientLy, our right of way staff was responsible for acquiring the "fee interest" within the 150' right-of-way. Our personnel worked diLigentLy to research and determine the existing and necessary Land rights. In researching Land rights, a variety of research tools and methods were employed. Our personnel performed queries and gathered data utilizing GIS, SAP, Field Inventory Maps (FIM), and other online applications to create reports for management, and prepared land surveys and rights checks. In addition, our team personnel extracted, and managed WMS Work Orders, notifications and various reports in SAP. Our personnel worked closely with property owners to communicate sensitive project information and obtain the necessary Land rights. The schedule was compLeted in 2016. The estimated cost was $240 million. PROPOSALTO CITY OF SANTA ANA. RFP zo 25D-1 36 23 Distribution Integrity Management Program (DIMP) - 2018- 2019 Southern Catifornia Edison Pico Rivera, CA Our team of right of way agents has performed right of way research and project management services for the nation's largest natural gas utility Southern California Gas Company (SoCalGas), located in Pico Rivera, CA as a part of the company's Distribution Integrity Management Program (DIMP). The Distribution Risk Evaluation and Monitoring Systems (DREAMS) capital project was developed to accelerate replacement of early vintage steel and plastic, or non -state-of-the- art (NSOTA) material installed between 1969-1985.Of the NSOTA pipe segments, the DIMP DREAMS capital project places priority on segments utilizing a DREAMS Risk Model. The SoCalGas Pipeline Integrity, Risk & Threat team provides risk assessments of all DIMP segments, which are then categorized into a 5-year priority list. The project is taking place throughout the SoCalGas service territory, from Central California to the U.S./Mexico Border. Last years capital investment target included $60 million for main replacements and $5 million for service replacements. Over ioo miles of main have been replaced since 2014. Our team has performed land and ownership research necessary and easement acquisitions to facilitate the construction, operation and maintenance of pipeline facilities, including but not limited to acquiring property rights through negotiations with property owners, obtaining rights for access on land of various public agencies, managing and preserving existing property rights necessitated by pipeline facility relocations and street vacations, securing encroachment agreements to protect facilities, managing the disposition of property rights no longer necessary or useful to the operation of the utility and determining proposed relocation requests from third parties. Other activities include review routes for new pipelines, property plats, Legal descriptions, permits and engineering drawings. Our team consulted with and provided direction to appraisers, surveyors and Legal consultants. In addition, our team analyzed and made determinations on property rights, determined cost allocation of third - party requests to SoCaLGas to relocate its facilities, and negotiated terms with Landowners and prepared all related agreements. Our personnel has also supported SoCalGas on its Cathodic Protection (CP) projects. Erick Gutierrez and his team determined whether SOCaIGas has sufficient rights to install. CP systems or if there is a need to acquire further rights. Cathodic Protection is an electrochemical means of corrosion control in which the oxidation reaction in a galvanic cell is concentrated at an anode and suppresses corrosion of the cathode in the same cell. PROPOSALTO CITY OF SANTA ANA, RFP 21: 25D-1 37 24 n Line 107 Fremont to Irvington Project - Completed in 2018 Pacific Gas and Electric Company Fremont, CA Pacific Gas and Electric Company replaced a 22- inch pipe with 8.000 feet of 36-inch steel pipe within an existing utility gas and electric transmission line corridor. This project required land rights research and acquisition from twenty landowners and numerous commercial tenants. Agreements for this project involved negotiations and acquisition for temporary construction easements, easement consents, subordination agreements, right of entry agreements, permanent easements, exclusive easement, side agreements and settlement agreements. Notification letters were prepared and forwarded to all Landowners. Our personnel attended, coordinated and/or participated in meetings with the City of Fremont Engineering, Real Estate and Planning, Alameda County Flood Control, and held public meetings to discuss project scope and impacts to the community. Our personnel also, conducted presentations before the City of Fremont City Council, and provided project management services, acquisition services and quality review services for all acquisition documents. Our personnel successfully negotiated and acquired 20 easements/agreements to allow the construction of this project without eminent domain action. Line 107 Mission to Vargas Project - Completed in 2oi6 Pacific Gas and Electric Company Fremont, CA Pacific Gas and Electric Company replaced a 22-inch pipe with 4,000 feet of 36-inch steel pipe. Pacific Gas and Electric Company required the installation of a pipeline traversing down a sparsely populated hillside west of Interstate 680 and the expansion of an existing substation. Upon researching and identifying the necessary land rights, permanent easements were be required from three large landowners. Agreements for this project involved negotiations and acquisition for temporary construction easements, right of entry agreements, permanent easements, exclusive easement, side agreements and settlement agreements. Project was complicated by a property sale to a housing developer and making pipeline realignment changes to address and mitigate conflicts. Notification letters were prepared and forwarded to all Landowners. Various meetings were held with the City of Fremont, Alameda County Flood Control, adjacent Landowners, and public meetings held to discuss the project and presentations were held before the City of Fremont City Council. Delivered the required right of way for 14 parcels along the project corridor on schedule and avoided the need for condemnation services which saved both time and money on the project. All easements/agreements were successfully negotiated to allow the construction of this project. PROPOSALTO CITY OF SANTA ANA, RFP 21: 25D-1 38 �V✓C0�"e SR-91 Corridor improvement Project (91 C!P) - Completed Riverside County Transportation Commission (ROTC) City of Corona, CA This design build project involved approximately 250 residential and business relocations. The project widened 16 miles of active highway through Corona and Riverside County. ROWCO's staff teamed extensively and delivered a large scope of the relocation and acquisition cases. The relocations included complex properties such as hotels, gas stations and restaurants. The team coordinated extensive relocation assistance services and relocation appeals, as a part of project certification. The team was successful delivering the project by managing resources and risk. Michael Romo managed a staff of relocation agents and coordinated relocation efforts with acquisition staff. He ensured quality controls and documentation per agency and regulatory requirements and obtained right-of-way certifications and approvals from RCTC, Caltrans and FHWA. Micole Alfaro relocated a number of businesses including retail, office and heavy industrial uses. He ensured company compliance with relocation laws including Map-21. Janet Parks oversaw the relocation of billboards. Erick Gutierrez prepared cost estimates for the Draft Relocation Impact Report (DRIR) and Final Relocation Impact Report (FRIR). Angelica Luna was the lead for mobile home park relocations and assisted the Risk Management team in identifying and assessing impacts. She prepared certifications for Caltrans on behalf of RCTC. Given the scope of business impacts and anticipated reestablishment costs, it was helpful that after much discussion with RCTC, at the onset of the project the agency increased the business reestablishment assistance limit from $10,000 to $50,000. The increased reestablishment Limit allowed our project team to successfully relocate businesses and minimize financial hardships, and deliver project segments on time. Initially the project schedule was slowed down by the city's business occupancy permit review process, and this resulted in our project team working with a tight schedule. In order to address these delays, our team met regularly in a group meeting with city departments for expedited business occupancy permit reviews. As this was a design build project we had many segments to deliver in a short time frame, and these efforts allowed certification and delivery so segments could proceed to construction. The outcome of the expedited relocations was quicker delivery to construction. PW✓coN'e PRO POSAL TO CITY OF SANTA ANA, RFP 2C- 25D-139 Barton Road Interchange Project - Completed San Bernardino County Transportation Authority (SBCTA), Formerly SAN BAG Grand Terrace, CA The project, in conjunction with associated SBCTA projects completed by our team, included acquisition of over 100 parcels (including 1-215 Bi-County HOV Lane Project, Laurel Street Grade Separation Project), affecting commercial and industrial properties, railroad facilities, major utilities, Local municipalities and outdoor advertising companies. ROWCO personnel teamed extensively for the residential and commercial relocations. As Project Manager, Michael Romo, tracked capital expenditure budgets and right-of-way status and reported to SBCTA; Managed risks and cleared parcels for construction; Updated capital costs estimates; and Managed consultant support services budgets. Micole Alfaro was the business relocation lead. Relocations included retail, restaurant and industrial operations. He coordinated with local agencies and businesses to meet regulatory requirements, secure licenses and obtain occupancy permits. He worked with appraisers to coordinate identification of personal property and trade fixtures to secure moves and acquisition payments. Janet Parks was instrumental in the relocation of cell site and outdoor advertising signs. Angelica Luna ensured project support resources as part of the firm's Project Management Group. Through managing the risk, the team delivered the right-of-way requirements on time. The project was not without its challenges. In particular, one of the business relocations, which involved a veterinary clinic, was challenging because the business operated 24 hours a day and was not able to suffer downtime due to nature of its services. In this case our project delivery team completed a work around allowing the clinic to remain in operation until the replacement location was operational, thereby avoiding expensive delays and legal costs. Our project team worked closely with the City of Grand Terrace to mitigate business relocations_ The city was concerned about losing business in the area as a result of the project. To mitigate this, our project team coordinated with businesses to locate suitable replacement sites within the city Limits. In addition, our team provided SBCTA and City of Grand Terrace with regular business relocation status reports to keep the city informed of the relocation progress. PoIV cO�"e PRO POSAL TO CITY OF SANTA ANA, RFP 2C- 25D-140 R secrans/Marquardt Gr< aration Projeck -- 4..s,Apleted Los Angeles County Metropolitan Authority (Metro) Santa Fe Springs, CA The Rosecrans/Marquardt Grade Separation Project is planned to improve the safety and track flow of the intersection. The grade crossing is traveled by more than 112 freight and passenger trains, and 45.000 vehicles in a 24-hour period. The intersection was identified by the California Public Utilities Commission (CPUC) as one of the most hazardous grade crossings in the state. The grade separation is planned to significantly improve safety, eliminate delays and enhance the environment. ROWCO's team members Michael Roma, former Metro Principle Real. Estate Officer/Project Manager, and Carol Chiodo, former Director of Metro Real Estate Services, worked extensively together in managing the activities of the relocation consultant, including reviewing and approving relocation claims, and ensuring timely delivery of services. In addition, the team assisted with creating Right-of-way schedules, preparing status reports and participating in project team meetings. Ms. Chiodo was also responsible for assuring compliance with FTA guidelines and Caltrans policies and procedures, and assuring compliance with Local. State and Federal Guidelines as they apply to all real estate activities. In addition, she supervised a staff of 10 at Metro, as well as outside consultants. Mr. Porno and Ms. Chiodo have additionally collaborated on the following projects: Metro Purple Line Extension (Beverly Hills), �a co^x ' PROPOSALTO Division 20 PortaL Widening and Turnback, 1-5 North County HOV (Santa CLarita),1-710 Highway Sound Wall Project and Crenshaw LAX Line. Understanding that longer lead times were needed for business relocations, our team began the process of issuing notices of intent to acquire early, to initiate relocation activities. This expedited process allowed our team to clear properties sooner for demolition and kept the project on schedule for construction. In order to mitigate business relocation impacts and the potential for extensive goodwill payments, our team worked with businesses to pay the lessor of rents between the displacement and replacement locations for a reasonable period of time. In addition, the team reviewed goodwill appraisal reports to ensure there was no duplication of payments with relocation assistance. The result of these methods meant the much -needed safety improvements could be implemented expeditiously. CITY OF SANTA ANA, RFP 21: 25D-1 41 HIV cO�"e SCOPE OF SERVICES Establishing and Maintaining Project Controls When PWA issues the Notice to Proceed, our right-of-way team coordinates with PWA for administrative processes and procedures, and we establish a plan to maintain lines of communication to keep PWA informed of real time status and planned activities. Our team Lead works closely with our support team PWXs project managers for the planning and execution of service tasks. We keep PWA informed of the status of services and issues that may affect budget or schedule. We ensure right- of-way is delivered on time through an extensive communication plan that involves daily, weekly and monthly communication amongst our project delivery team. Our team ensures excellent service through a meticulous project management plan that incorporates: p Initiating project requirements in coordination with PWA, including gathering information, clarifying questions, assessing resources and risk, identifying partners and stakeholders, and developing a clear concept of the PWAs goals and objectives. p Planning the implementation of services. In accordance with simple or complex service requirements, we plan and prioritize tasks. We develop a timeLine/schedule to complete tasks on time and as planned while managing risk and maintaining quality controls. p Executing services by managing resources and following detailed implementation plans. In executing tasks, we identify, communicate and manage any risk items, ensure quality controls and keep PWA informed of real time status and planned activities. O Monitoring and controlling services. We monitor tasks that require processing and conduct follow ups as necessary through successful completion. We monitor internal or external service activities. We document and track tasks in a Project Status Report. O Closing services upon successful verified completion. We obtain final acceptance of services to confirm deliverables are achieved. We conduct extensive OA/OC reviews to ensure documents and files are in compliance with applicable Laws and procedures prior to being delivered to PWA. p Informing PWA of Caltrans and FHWA policies, procedures and industry updates that may affect right-of-way delivery. We actively participate in professional organizations and industry events to keep our clients and ourselves informed of key updates. O Delivering outstanding results and customer service through our commitment to PWA. Our team plans, implements and delivers services with clearly defined results. We aim to integrate our services as an effective extension of PWXs programs. While tasks may require more or less planning or execution, our project management -based principles produce quality results and create efficiencies to enhance and accelerate right-of-way services. a PRO POSAL TO CITY of SANTA ANA, RFP 2C- 25D-142 zg Our QA/QC activities include reviewing consultant deliverables, such as confirming PWA has approved just compensation following our appraisal review, ensuring all required services such as Title VI (for an on -system projects) are documented, and closing out acquisition files, among other services. We ensure compliance with the FHWA, State Relocation Assistance Act Policy for Real Estate Acquisition, and the CaLtrans Local Assistance Procedures Manual and Right -Way -Manual. Right-of-way is fraught with unforeseen challenges and inherent risk. Our team -based methods are a key component of proactively managing risk for scope, schedule and budget control, in addition to maintaining a risk register to address impacts that may involve long Lead times prior to or during construction, such as electrical facilities identified in field review for example. Keeping PWA updated on the status of right-of-way capital costs can be a key component of managing risk. As a proposed enhancement, our team can monitor project costs and budgets if necessary. Such activities include: • Tracking and monitoring capital and support costs with programed costs. • Updating budget reports to ensure PWA is prepared for unanticipated costs. • Verifying the validity of programmed costs, enabling PWA to seek additional funding at an earlier stage if necessary. Preparing Reports/Coordinating Surveys We work closely with PWA staff, project managers and consultants to prepare any technical reports, such as Relocation Assistance Plans or Relocation Impact Reports and work with design to develop alternatives where property owners are impacted. We have extensive experience preparing data sheets based on various alternatives to assess any impacts to owners and businesses. We coordinate with appraisers and right-of-way engineers to obtain early access for environmental site analyses (phase i. site assessments), as well as provide access for consultants, obtain permits or coordinate surveys as necessary. Cost Estimating Our team is highly experienced with appraisal principles as defined by the Uniform Standards of Professional Appraisal Practice (USPAP), various approaches to value, as well as estimating the scope of full and partial acquisitions and mitigations to prepare cost estimates. Based upon data provided by the design team, we review right-of-way impacts to property and collect property data, which is used to develop Lists of comparable properties for the preparation of cost estimates/data sheets. Our team ensures right-of-way project costs are properly identified and programmed for any issues that may arise, reducing funding risk and ensuring projects stay on path for delivery. Establishing and Maintaining Records Prior to commencing right-of-way activities, we determine how files are established, accessed and maintained to ensure document and quality control. Files are created for each interest acquired or relocation case. Files include diary entries, document checklists, supporting documents and Title VI information. Our support team maintains a documented review of files on a regular basis. We implement document control procedures integrated with PWA's record keeping systems. We promptly submit to PWA copies of all correspondence, contracts, appraisals, and other records and project related reports. PROPOSALTO CITY OF SANTA ANA. RFP a.; �=4✓co�"e 25D-143 30 Title Review/Coordination Our team are title experts and conduct meticulous title research and review to ensure PWA acquires clear title and /or required property rights, free and clear of liens and encumbrances that may affect future activities. We provide comprehensive title analysis through chain of title, historical research and court records review, enabling PWA to make timely, informed decisions while clearing encumbrances and acquiring land rights. We also work with property owners to resolve title issues involving CCR's, water rights, subsurface rights, railroad title, as well as utility -claimed prior rights. Appraisal Coordination We review and coordinate appraisal services including real property appraisals, review appraisals, and if necessary, goodwill and fixtures and equipment (F&E) appraisals. We work with PWA to develop a report to track appraisal activities including start dates, target completion dates, owner contacts, and submittals to PWA. We ensure reports meet all requirements in accordance with Uniform Standards of Professional Appraisal Practice WSPAP), Uniform Appraisal Standards for Federal Land Acquisitions (Yellow Book), and the Caltrans Right of Way Manual, as appropriate. Preparing/Reviewing Documents We review legal descriptions and plat maps, and prepare all PWA required documents such as contracts, agreements, leases, deeds, re -conveyances and other documents to acquire or dispose of real property interests. Our project Lead prepares all PWA required documents for approval, and ensures appropriate forms are utilized for each acquisition type. All documents are reviewed for quality assurance and control. Once approved, documents are prepared in final format. We are highly meticulous preparing and reviewing right-of-way documents and other instruments used to acquire or vacate interests in real property. Preparing/Coordinating TCEs Temporary Construction Easements (TCEs) that expire prior to or during construction can result in costly schedule delays. For these reasons we verify TCE requirements as part of our QA/QC process and ensure easements are properly formatted and prepared. Prior to making offers, we verify TCE durations are consistent with construction schedules. We assist property owners and businesses with understanding project scopes and addressing concerns regarding ingress and egress, personal property or other concerns. As proposed enhancements, we work with PWA to prepare any possession -in -use agreements and permits -to -enter, in addition to rights -of -entry as effective tools for delivery. Meetings with Displacees and Property Owners Our team builds understanding, trust and cooperation with property owners and public stakeholders. We emphasize proactive communication to build rapport and ensure the success of our services. We ensure property owners are fully informed of acquisition processes. Our professionals are communications experts and ensure expeditious acquisitions, reducing the likelihood of legal activities. We ensure displacees are fully informed of all relocation assistance services such as notices, moving assistance and advisory assistance. Our professionals are sensitive to the diverse needs of displaced persons and perform all relocation assistance in accordance with the Uniform Act, State Act, Caltrans policy and or/FTA regulations as appropriate to ensure successful reestablishment. In these times it is critical to embrace innovation - our team utilizes such alternative methods as electronic signing, video conferencing, mobile notaries and return shipping labels among other services as necessary. L:G otiation and Preparation of Certificates of Acceptance PROPOSALTO 31 CITY OF SANTA .ANA, RFP z% 25D-1 44 Our team is experienced in preparing all documents conveying title, including deeds and certificates of acceptance and negotiating for the purchase, lease, or donation of real property We are communications experts that are sensitive to the needs and concerns of landowners. We ensure effective and expeditious acquisitions through. • Informing property owners of planned project activities and property requirements. a Conducting meetings based upon property owner needs and preferences. + Understanding property owner concerns regarding projects and requirements. • Assisting property owners with understanding why property needs to be acquired, • Working with property owners to resolve concerns and formulate effective solutions. • Negotiating with property owners in good faith, incoordination with PWA, and securing signed agreements. Eminent Domain Coordination When negotiations with property owners have reached an impasse, we are experienced with preparing reports necessary to move eminent domain action forward, which includes preparing and/or reviewing Summaries of Negotiations, Board Reports, Notices of Intent to Adopt a Resolution of Necessity, coordinating ist and znd Level review meetings with property owners (highway projects), coordinating with PWA attorneys and other PWA departments to request deposits of funds with the court, and coordinating with Caltrans, Upon the court's approval of the Order of Possession, we concurrently verify Relocation Notices to Vacate are delivered to property owners and/or tenants if properties are occupied. a PROPOSALTO CITY OF SANTA ANA. RFP 20-09125D-1 45 �a g 25D-146 APPENDIX A TEAM RESUMES 25D-147 Education Bachelor of Science, Business Admin., Cal State University, San Bernardino Licenses) CA RE Broker License, No. 01246o67, Issue 8/26/1g, Exp. 8/25/23 Affiliations Member, International Right of Way Association (IRWA), Chapter i Former Board Member, IRWA Chapter 57 Relocation Assistance Program Chair Experience Initial Year in Industry 1991 As a 25-year industry veteran, Michael Romo is a dedicated and accomplished right of way professional in virtually all aspects of the profession. During the course of his career he has provided technical expertise and administrative guidance for such leading transportation agencies as: the Los Angeles Metropolitan Transportation Authority (LACTMA), the California Department of Transportation (Caltrans), and the County of Riverside. At Caltrans, Mr Romo covered nearly all. aspects of right of way and complex issues to achieve construction delivery. He budgeted, forecasted expenditures and coordinated with Caltrans staff in developing the District Director's annual commitment for contract delivery. As a Relocation Assistance Program Senior, he worked closely with headquarters management reviewing and recommending changes to the industry -standard Right of Way Manual and was involved in reviewing and recommending decisions for the State Relocation Appeals Board. At Overland, Pacific, & Cutler, Mr. Romo consistently spearheaded relocation efforts on major corridor improvement projects involving hundreds of parcels while managing a staff of relocation agents, coordinating relocation efforts with acquisition staff, ensuring quality controls and maintaining documentation for agency and regulatory requirements. When staffing needs exceeded resources in remote project Locations, he routinely volunteered for fieLd assignments and ensured project compliance and delivery. Throughout his career he has worked with constraints and Limited recourses and consistently delivered projects. Mr. Romo sees "the big picture," and understands how right of way fits into an organization and the role it plays in meeting strategic goals and objectives. He and his teams continue to ensure projects are delivered on time, within budget and in compliance with policies, procedures and laws. Some of Mr. Romo s core values are Leading by example, being supportive of staff and listening to others concerns and ideas. He holds regular meetings with staff to discuss current projects issues and has open discussions on process. He Looks to staff to examine the way business is done to seek alternatives, save time and eliminate waste. He has guided a number of industry professionals and imbued those relationships with his sense of quality, reliability and professionalism. Mr. Romo has built relationships with federal and state highway agencies, and county transportation partners such as Los Angeles County Metropolitan Transportation Authority (Metro), the Riverside County Transportation Commission (ROTC), the San Bernardino County Transportation Authority (SBCTA), and local municipal partners, which have played an important role in the successful delivery of their programs_ As President and CEO of The ROW Company Mr. Romo drives the company's vision and Leads by instilling teamwork and professionalism toward peak project delivery. Metro, Rosecrans/Marquardt Grade Separation Project, Santa Fe Springs Worked with closely with property owners in acquiring property, negotiating settlements and initiating condemnation activities through the preparation of notices and Board reports for Resolutions of Necessity. In addition, assisted with creating Right of Way schedules, preparing status reports and attending project team meetings. Worked with Metro assigned attorneys in preparation of eminent domain activities, recommendations to settle administratively with owners, and preparing closed session reports for Board approval. Provided oversight for relocation consultant activities for multiple projects. go PRO POSAL TO CITY of SANTA ANA, RFP 2C- 25D-148 35 Riverside County Transportation Commission (RCTC), SR-gi Corridor Improvement Project Relocation Manager for the project including over 260 relocation parcels. The relocations included residential and complex nonresidential properties involving hotels, gas stations, restaurants, and special type business operations. Managed a staff of relocation agents and coordinated relocation efforts with acquisition staff. Reviewed and approved notices and claims for lead agency for approval. Ensured quality controls were in place and that documentation was maintained for agency and regulatory requirements. Reported project relocation status to the lead agency, obtaining approvals for claims on complex parcels, and special relocation cases where "Housing of Last Resort" was implemented. San Bernardino County Transportation Authority (SBCTA), 1-215 Bi-County HOV Lane, Laurel Street Grade Separation and Barton Road interchange Projects Provided oversight in the delivery of Right of Way, which impacted over too parcels, affecting commercial and industrial properties, railroad facilities, major utilities, Local municipalities, and outdoor advertising companies. Acquired rights from property owners necessary for construction, managing acquisition and relocation staff, reviewing contracts, relocation claims, tracking Right of Way Capital expenditure budgets, tracking progress of the Right of Way efforts, and reporting to SBCTA. Instrumental in continued coordination and management of clearing parceLs for construction. Prepared early acquisition requests and the Request to Acquire Contaminated Property (RACP) report. Managed oversight of Caltrans Design and Right of Way engineering to obtain mapping, designs and updated designs, in coordination with property owner needs. Coordinated federal funding requests. Identified project risks, reported status of delivery, tracked capital budget expenditures, and managed support services budgets. City of Menifee/T.Y. Lin, Interstate 215 at Holland Road Overcrossing Project, Menifee, CA Coordinated with agents, senior analysts, and client to obtain Right of Entry Permits for environmental windshield surveys and geotechnicaL borings. Managed the right of entry work product and worked collaboratively with the client to obtain approvals from property owners on granting Rights of Entry. Additionally, attended weekly conference call meetings with the client to discuss right of way needs. City of Bakersfield, Centennial Improvement Project Relocation Manager for the project including over zoo parcels. The relocations included both residential and complex nonresidential properties involving shopping centers and special type business operations. Managed a staff of relocation agents and coordinated relocation efforts with acquisition staff. Project Manager, Los Angeles County Metropolitan Transportation Authority (METRO) 2o16 - 2018 Senior Project Manager, Overland, Pacific & Cutler Inc. 2012 - 2oi6 Principal Real Property Agent, County of Riverside Economic Development Agency 2010 - 2012 Associate & Senior Right of Way Agent, Caltrans District 8, San Bernardino 1991- zalo IRWA Courses: 104 - Standards of Practice for the R/W Profession 105 - The Uniform Act Executive Summary 200 - Principles of Real Estate Negotiations 202 - Interpersonal Relations of Real Estate Acquisition 205 - Bargaining Negotiations 301- Leadership Skills for ROW Professionals 400 - Principles of Real Estate Appraisals 403 - Easement Valuation 421- The Valuation of Partial Acquisitions 502 - Business Relocation 503 - Mobile Home Relocation IRWA (continued) 7oi - Property/Asset Management, Leasing 5oi - Residential Relocation Assistance 800 - Principles of Real Estate Law 802 - Legal Aspects of Easements 803 - Eminent Domain Law Basics goo - Principles of RE Engineering National Highway Institute - FHWA: Residential Relocation Business Relocation Advanced Relocation 504 - Computing Replacement Housing Payments Appraisal Institute: 505 - Advanced Relocation Assistance I (Residential) Appraisal Principles 606 - The Environmental Process Other Coursework: Extensive Real Estate Coursework PROPOSALTO CITY OF SANTA ANA, RFP 2C- 25D-149 �lV c0�"e 36 I V/ E w A I h L r 25D-150 Q�W e WON m 47'QE 4 C E Q t6 p a J T E d Education Bachelor of Arts, Journalism, Cal State University, Fullerton Master of Business, Redlands University (Coursework) Licenses) CA RE License No. Oi746628, Issue 4/19/06, Exp. 4/17/20 Affiliations Senior Right of Way Professional, IRWA Member International Right of Way Association (IRWA), Chapter i Contributing Writer, IRWA Chapter i Newsletter Experience Initial Year in Industry 2009 MicoLe Alfaro is an experienced IRWA-certified senior right of way professional with 10 years of right of way, relocation and acquisition analysis, mitigation, utility relocation and relocation assistance experience. Throughout his career he has been instrumental in the delivery of relocation and acquisition projects and has developed expertise in such critical processes as property negotiations, contract administration and eminent domain coordination with attorneys. Mr. Alfam is an exceptional communicator with previous experience as a Public Information Officer California Department of Transportation (Caltrans). At Caltrans he Led public relations efforts of major corridor projects and worked with closely right of way staff and transportation partners to improve safety and mobility across the region. Mr. Alfaro has worked closely with community organizations, agencies, municipal partners, news media, and the public. He is specialized navigating the most difficult project challenges, while building public confidence and trust. He is actively involved in the company's planning, operations, marketing, communications, project delivery, and strategic growth. Riverside County Transportation Commission, SR-91 Corridor Improvement Project Provided relocation and advisory assistance including move planning, tenant and homeowner interviews, administering relocation claims and conducting replacement housing valuations. As the lead business agent on the project, worked extensively with businesses to plan moves and assist in the relocation of business establishments and personal property. Worked with contractors to facilitate specialized moves. Ensured company compliance with changes to relocation laws including Map-2i. Performed partial and complex commercial acquisitions and participated in planning and mitigation strategy meetings. Analyzed complex real estate appraisals, coordinated with appraisers, prepared offer letters, purchase agreements, and contracts. Negotiated with property owners, and prepared administrative settlement recommendations. Participated in administrative review meetings with Caltrans representatives, agency staff, and property owners. City of Grand Terrace 1-215/Barton Road Interchange Improvement Project Relocated businesses, including retail, restaurant and industrial operations. Conducted interviews, planned moves, provided referrals to replacement sites, and prepared relocation assistance claims. Coordinated with local agencies and businesses to meet regulatory requirements, secure Licenses and obtain occupancy permits. Worked with appraisers to coordinate identification of personal property and trade fixtures. Performed partial and complex commercial acquisitions and participated in planning and mitigation strategy meetings. Analyzed complex real estate appraisals, coordinated with appraisers, prepared offer Letters, purchase agreements and agreements. Negotiated with property owners, and prepared administrative settlement recommendations. Participated in administrative review meetings with Caltrans representatives, agency staff and property owners. Attended project meetings with government agencies for senior project management. PROPOSALTO CITY OF SANTA ANA, RFP a.; �=4✓co�"e 25D-151 38 Affirmed Housing Group, Inc.,12003 S. Main St. Project, Los Angeles Coordinated relocation assistance services for eligible displacees and Section 8 households. Managed such projects tasks as: tenant interviews, move planning, benefits administration, contract preparation, move coordination and replacement site inspection. Work with displaced persons in successfully navigating the relocation landscape. Work was coordinated in conjunction with extensive file review, documentation and compliance with applicable state and local guidelines. Prepared written recommendations for relocation assistance. San Francisco Municipal Transportation Authority, Central Subway Project Provided residential and non-residential relocation assistance and advisory services under Federal (FTA) Regulations under eminent domain to support the construction of the project's subway transportation project. Participated in policy meetings with agency staff, management, and the city attorney's office. Prepared relocation project briefings on behalf of the project's program director for meetings with key city and government agency officials. Prepared relocation impact study and last resort housing plan for SFMTA in compliance with the Uniform Act to mitigate relocation challenges. City of San Pablo Mobile Home Redevelopment Project Assisted in the relocation of one of the city's largest mobile home parks under redevelopment. Services included move planning, owner interviews, negotiations and claim recommendation and preparation in compliance with State regulations. Researched and provided referrals to replacement sites, and acted as a liaison between agency, residents, landlords and realtors. Provided property management services and conducted inspections to ensure vacate requirements and ensure park and resident safety. Southern California Gas Company, Distribution Integrity Management Program (DIMP) Performed land rights research and permanent easement acquisition services, utilizing a variety of research tools and methods, including GIS, Real Quest, Land Vision, PDMS and other applications. Reviewed documents including deeds, tract maps and other documents to acquire Land rights and enable SoCaLGas to conduct its pipeline replacement activities throughout its service territory, in accordance with public utility commission requirements. Coordinated with property owners, SoCaL Gas staff, management, surveyors and planners to research and deliver necessary land rights. Prepared, coordinated and administered contracts in compliance with company standards. Prepared Right of Way Impact Reports These projects were performed under Caltrans guidelines: North County Corridor Project, Centennial Corridor Project (City of Bakersfield), SR-91 CIP Project (City of Corona), 1-710 Widening Project (Long Beach), SR-91 Widening Project (City of Fullerton), Rosedale Widening Project (City of Bakersfield). Land Advisor, Bender Rosenthal, Inc., 2018-2019 Senior Consultant, Autotemp, Inc., 2018-2019 Public Information Officer, Caltrans District 7, 2015-2017 Senior Right of Way Agent, Overland, Pacific & Cutter, Inc., 2011-2015 Senior Right of Way Agent, Universal Feld Services, Inc., 2010-20Y1 Associate Right of Way Agent, Paragon Partners Ltd., 2008-2010 IRWA Courses: 100 - Principles of Land Acquisition 104 - Standards of Practice for the R/W Profession 105 - The Uniform Act Executive Summary 200 - Principles of Real Estate Negotiations 203 - Alternative Dispute Resolution 213 - Conflict Management 400 - Principles of Real Estate Appraisals 421- The Valuation of Partial Acquisitions 600 - Environmental Awareness a PRO POSAL TO CITY OF SANTA ANA, RFP 2C- 603 - Understanding Environmental Contamination 604 - Environmental Due Diligence 700 - Intro to Property/Asset Mngt. 800 - Principles of Real Estate Law 802 - Legal Aspects of Easements goo - Principles of Real Estate Engineering got - Engineering Plan Development & Application Other Coursework: Extensive Real Estate Coursework Uniform Act Relocation Assistance Training 25D-152 39 ;\ / \ _ WON k _a \ c V oIra — �� e !I ' E », > 2 )(31 ® & 2 Q ' 0 \\ o E �\ >\\ , - {§! ■. ! } / % E )\ wu - 7 6 }i k7; _ ( \/{ �ru ` \\ R 2 \) ) 2 -C \ ( (E t ( ■ 0 'E � J /75 A7 fk . / 25D.152 Education B.S. Degree, Recreation Administration, California State University, Northridge Graduate Studies, Public Administration, California State University, Northridge Paralegal Certificate, California State University, Los Angeles Experience Initial Year in Industry 1987 As a 32-year industry veteran, Carol Chiodo has established a history of directing right of way programs and delivering projects for public agencies throughout the Southern California region. She has completed thousands of parcel acquisitions and relocations over the course of her tenure and ensures the utmost quality and control of our programs and project delivery. Community Redevelopment Agency of Los Angeles, Real Estate Acquisition and Relocation Manager 2008-201.9 Responsible for real estate activities including: acquisition, negotiation, sale of surplus property, title clearances and relocation activities; assure compliance with all environmental requirements; assure compliance with local. State and Federal Guidelines (Uniform Relocation Act) as they apply to appraisal, acquisition, relocation and related activities; make presentations to community groups, Board of Directors; supervise the acquisition and disposition of property as well as all associated relocation activities; conduct community meetings: supervise train and evaluate real estate staff; prepare and manage contracts for outside consultants; update policies and procedures manuals. Los Angeles County Metro, Director, Real Estate Services 203.2-May 2018 Responsible for real estate activities which include: environmental compliance, acquisition, negotiation, title and escrow, and relocation activities; assure compliance with FTA guidelines and Caltrans policies and procedures; assure compliance with local, State and Federal Guidelines (Uniform Relocation Act) as they apply to all real estate activities; supervise staff of io as well as outside consultants. City of Temecula, Real Estate Manager (Interim Position) 2005-2008 Responsible for appraisal (full and part -take). appraisal review, acquisition, negotiation, title clearances and escrow, sale of surplus property, leasing, relocation and contracting for public works and redevelopment projects; assure compliance with environmental requirements; coordinate with Public Works Dept. on street widenings, street vacations, sale of surplus property and utility relocations; prepared policy manual for real estate activities; implemented local, State and Federal Guidelines (Uniform Relocation Act) for real estate activities; coordinated with Caltrans on construction of new City off ramp and other highway projects; prepare and manage contracts for outside consultants; draft policies and procedures manual. City of San Diego, Deputy Director, Real Estate Assets Dept. 2002-2005 Responsible for all City real estate activities and Redevelopment Agency as it relates to: appraisal, acquisition, negotiations, title and escrow, sale of surplus property, relocation, condemnation, leasing of over 700 City owned properties and property management: assured compliance with all environmental requirements; supervised and trained staff, prepared budgets and schedules for projects; coordinated with Caltrans on road projects; implemented local, State and Federal Guidelines (Uniform Relocation Act); supervised and evaluated staff of 27; prepared and managed contracts for outside consultants: coordinated activities with departments and outside agencies, made presentations to City Council and general public. FROPOSALTO CITY OF SANTA ANA. RFF zC �=4✓co�"e 25D-154 41 City of Riverside, Riverside, California, Real Estate Manager 2001-2002 Responsible for all City and Redevelopment Agency projects as it relates to the appraisal, negotiations, acquisition (full and part -takes, easements), relocation and condemnation of properties required for projects; leasing and property management; assured environmental compliance; supervised and trained staff; implemented Local. State and Federal Guidelines (Uniform Relocation Act) and laws as they apply to associated real estate activities; coordinated extensively with CaLtrans on public works projects. Universal Field Services, Pasadena, California, Regional Manager 2000-2001 Provided real estate services to multiple public agencies (cities, redevelopment agencies, school districts, utility companies) which include appraisals, negotiations/acquisition, relocation planning; prepared Relocation Plans; implemented local State and Federal Guidelines (Uniform Act) as they apply to appraisal, acquisition, title clearances and escrow and relocation; coordinated with Caltrans on road projects; drafted policies and procedures manuals for agencies; prepared project budget for services provided, litigation support, community meetings; budget preparation; supervised staff. Redevelopment Agency of the City of San Jose, Real Estate Manager 1997- 2000 Managed all real estate activities including: appraisal, negotiations, title clearances and escrow, acquisition, disposition, relocation, condemnation, leasing, contracting for real estate services; implemented Local State and Federal Guidelines (Uniform Act) as they apply to appraisal, acquisition and relocation as well as Community Redevelopment law; drafted relocation regulations for Agency; made presentations to Board; assured environmental compliance; conducted extensive community meetings and outreach; contracted with and managed outside consultants; prepared budget for all real estate projects. City of Pasadena, Real Property Manager 1993-1997 Managed all real estate activities for the City and Redevelopment Agency including: appraisal and review appraisals, title reports, negotiations, acquisitions, escrows, sale of surplus property, leasing, property management, relocation, condemnation of property for City and Commission; street vacations, had responsibility for the implementation of relocation regulations; implemented local State and Federal Guidelines (Uniform Act) as they apply to acquisition and relocation; prepared budget as it pertained to real estate activities; developed Land inventory system, assured compliance with environmental requirements; serviced as project manager as well as member of the redevelopment project team, made presentations to City Council, various committees as well as general public. Metropolitan Water District, Principal Real Estate Representative 1991-1993 Managed appraisaL/acquisition, relocation sections: served as member of property team with various departments; responsible for appraisal of properties and oversight of appraisal reviews; responsible for all real estate activities which included acquisition, negotiations, escrows, condemnation, relocation of residential and business owners for reservoir project; implementation of Local State and Federal Guidelines (Uniform Act) as they apply to acquisition and relocation; assisted engineering section on the realignment and vacation of roads; made presentations to Board, conducted community meetings and outreach programs; budget preparation for real estate division. Los Angeles Unified School District, Principal Realty Agent 1987-1991 Managed real estate section, responsible for: appraisal, acquisition, negotiations, escrows, title clearances, condemnation of property; implemented local State and Federal Guidelines (Uniform Act) as they apply to appraisal, acquisition and relocation and related activities; site selection and analyses; feasibility studies, including environmental reports, site assessments; oral and written presentations to Board; extensive community outreach programs; relocation of both business and residential displacees; served as project coordinator with various other departments; budget preparation; budget preparation; managed contracts with outside consultants; supervised and evaluated staff. USPAP Standards Appraisal Review Seminar Loss of Goodwill Seminar Litigation Seminar Subdivision Seminar 101. 400, 401- 403, 500, 501 502. 802,902, boo, 603, 700, 701 Community Redevelopment Assoc. (CRA) Courses: Overview of Redevelopment Redevelopment Law Relocation Assistance PROPOSALTO CITY OF SANTA ANA, RFP zo- ��oMe 25D-155 42 Education Coursework, Cal State Sacramento,1988 Management Certificate 1993 Telecommunications Technology Certificate -1gg4 License(s) CA RE License, No. 01861291, Issue 3126/09, Exp. 3/25/21 Member International Right of Way Association (IRWA) Affiliations Senior Right of Way Professional (SRWA) (R/W-NAC) Region 1 Chair 2018 -Present Vice Chair - IEUC 2016 Past President 2012/2013, IRWA Chapter 27 IRWA Professional of the Year 2010 and 2011 International Electric Utilities Vice Chair, 2015 - 2016 CA Notary Public Experience Initial Year in Industry 1971 Extensive experience securing easement and fee property for California utilities and municipalities. Managed right-of-way, engineering of public works projects that required relocation of telecommunication/electric facilities, contract administration, right of way and structure access organizations for two telecommunications companies, collaborated with senior management and staff to develop service footprint for AT&T and Consolidated Communications, managed construction contracts valued in excess of $18 million, formulated and administered capital and expense budgets for Right of Way department and been directly accountable for development of Access databases for tracking and retrieval of rights of way, permits, joint pole and structure access applications from telecommunication carriers. Coordinated and directed power pole replacement and rearrangement, ensuring compliance with GO 95; implemented processes for Outside Plant Engineering and Construction, improving work flow efficiency; trained, supervised and developed up to fifty first Level managers and administrative personnel in support of Construction and Engineering for thirty-two counties: and facilitated evaluation, investigation and resolution of municipal issues. I have also managed several high-profiLe ROW projects across private land, have also directed government projects requiring facility relocations per Franchise and/or Tariffs. I advise on The Federal Highway Uniform Act, Utility Relocation Policy and Tariffs; maintained records regarding grant of easements, researched land rights, permits and other ROW related documentation; facilitated the acquisition of electrical permitting, traffic control, building permits, inspection of construction projects; processed requests for pole and conduit agreements, pole applications, collocation applications, and cell site and conduit applications; processed billing and collections for Leases, licenses and permits; served as single point -of -contact for all structure access activity with municipalities, utilities and CaLtrans projects; collaborated with Legal and External Affairs staff on legal issues; designed and managed data imaging system for right-of-way and structure licensing department; and coordinated with local public officials to resolve/mitigate issues. a PRO POSAL TO CITY OF SANTA ANA, RFP 2o- 25D-156 43 Right of Way Services for South Main Street and Soda Bay Road Corridor Improvement Project, Lakeport, CA (2017 -201g) Acquisition Manager for 55 partial acquisitions along project corridor for Lake County's project to construct sidewalks and roadway enhancements to improve connectivity within the community. Right of Way Services of the New GCL New Energy, Inc. (2029) Identify, research, and acquire LeasehoLd and/or fee interest sites to develop energy storage facilities for electric companies in Northern and Southern California. POWER ENGINEERS, INC. (2019) Provide Tower Space Lease Services to assist Trans Bay Cable for redundant capability in the San Francisco Bay Area. The service included research of microwave sites provided by Power Engineers, review and/or preparation of required easements, agreements, identification of other required permits required for the development of antenna installation. Interchange at State Route 12o and McKinley, Manteca, CA (2o162018) Acquisition Manager for the acquisition of full and partial acquisitions from 23 property owners to construct a new facility for the City of Manteca. Project includes the relocation of ten households and a veterinary clinic. California HighSpeed Rail Project, Central Valley Section, Fresno to Corcoran, CA, (20152018) Acquisition Manager for the acquisition and relocation team acquiring permanent and temporary easements for the highspeed rail corridor through the central valley. Acquisition have included multiple Land use types include agricultural, industrial, commercial, and residential. Relocations to date have included multiple households, restaurants, businesses, and governmental facilities. Marysville Ring Levee Project - 2018 Project Manage appraisal, acquisition services, escrow services and Land Rights support for utility relocations. Maintain organized, accurate records and disseminating vital status information is fundamental for efficient project implementation. Works closely with the project team to identify and coordinate all right of way activities including obtaining permits to enter for environmental surveys if needed, reviewing legal descriptions to assure they meet project requirements and develop options to avoid or mitigate impacts to the project schedule. Hamilton City Phase 2B Levee Construction & Restoration Project 2018 Project Manage the delivery of appraisal and acquisition services on behalf of RD 2140. Work closely with the project team to identify and coordinate all right of way activities including the ordering title reports and developing options to avoid or mitigate impacts to the project schedule. Property interests to be acquired are complex and is working with sensitive property owners. Sacramento Area Flood Control Agency (SAFCA) 2018 Provide Right of Way Management services for various levee improvement projects. Asist in the preparation of a clear right of way acquisition plan and project charter for each construction phase. Prepare a baseline scope and manage the acquisition process with the State Department of Water Resources (DWR) and SAFCA. Director of Right of Way Services, Bender Rosenthal, Inc. 2010-2019 Director, Right of Way/Contract Admin. Services, 2004-2009, Consolidated Comm. (Formerly SureWest) Director, Right of Way / Engineering, 1971-2004, AT&T (formerly PacBeLL, SBC) a PRO POSAL TO CITY OF SANTA ANA, RFP 2C- 25D-157 44 \ . } ! \ $ / � m � ) \ § $16 E. § � «k � #2. �!u 12 .�� ]� ,,! 25D.158 Education Bachelor of Arts, Economics. Political Science, University of California, Davis Licenses) Senior Right of Way Professional (SR/WA) • CA RE Broker License No. 01780060 Affiliations President, International Right -of -Way Association Chapter 27 International Right of Way Association - CLIMB -Certified Instructor Mr. McDonald's experience as an infrastructure real estate professional has encompassed all aspects of project delivery and Land management, including project planning; project management; public engagement; valuation: negotiation; acquisition; relocation: title; escrow: Land rights; and asset management. He is responsible for overseeing, managing, and coordinating the acquisition of real property, the relocation of displaced persons and property; and the management of real property assets. Conner has planned, purchased, and managed the necessary right of way for public and private projects as diverse as the the Feather River West Levee Rehabilitation Project; the Sites Reservoir Project; Nevada County's Newtown Road Widening Project and the California High -Speed Rail Project. With his varied and extensive right-of-way experience, Conner has served on numerous Project Delivery Teams to ensure timely delivery of the necessary right of way and prudent management of the real estate assets. He has served as an industry leader with the International Right of Way Association for the past decade and is currently President of IRWA Chapter 27; Chair of the International Public Agency Committee: and an IRWA-Certified Instructor. Mr. McDonald has had extensive participation in the IRWA at the Local, regional and international Levels, and has twice been named Chapter 27 Professional of the Yeac Since 2017, Mr. McDonald has provided right-of-way consulting services in support of the initial. phases of the Sites Project Authority's project development process, including public outreach: right-of-way project management; systems development: and right-of-way policy and protocol. Conner has worked with the Project on efforts ranging from initial community engagement to procedure development; and parcel research to field access, including: property owner liaison and public outreach; stakeholder engagement, real-estate and right-of-way engagement strategy and execution, real estate policy and protocol development in support of near -term Land access for project development activities, and long-term acquisition for project delivery, impact analysis, cost studies; budgeting, risk management, coordination of project teams - engineering, environmental, geotechnical. California High -Speed Rail Project, Asset Management Lead, Senior Right -of -Way Agent For over seven years, Mr. McDonald provided right-of-way consulting services for all phases of the project process, including planning; public outreach, project management, valuation; negotiation; acquisition, relocation; leasing; and property management. From initial parcel research through property management, Mr. McDonald oversaw and executed right-of-way services for all stages of the project, including: property owner Liaison and public outreach; stakeholder engagement, negotiation, acquisition, and documentation of the real property transaction (under possibility of condemnation), title, escrow, closing; clearing recorded and unrecorded encumbrances; addressing encroachments, relocation of Displaced Persons, Businesses, and Property; utility coordination, coordination of project teams - survey, engineering, environmental, construction PRO POSAL TO CITY of SANTA ANA, RFP 2C- 25D-159 46 Feather River West Levee Rehabilitation Project, Senior Right -of -Way Agent The Feather River West Levee Project was tasked with reconstructing 46 miles of existing levee infrastructure to improve public safety and ensure that California's flood control system is in compliance with the requirements of the US Army Corps of Engineers and the Federal Emergency Management Agency. Assigned as a Lead Agent, Mr. McDonald participated in project planning and management; parcel research; examination of land rights; review of title reports; valuation; appraisal analysis; acquisitions; relocations; title and escrow, and was involved in the entire right-of-way lifecycle from initial parcel identification to closing, providing the following services: land management analysis of existing rights: title review: clearance of encroachments. negotiation, acquisition. and documentation of the real property transaction (under possibility of condemnation), clearance of title encumbrances, property owner Liaison and public outreach. Newtown Road Widening/Class II Bike Corridor Project, Senior Right -of -Way Agent As a narrow, two-lane, rural roadway with Limited site distance, and without shoulders, Newtown Road suffered from a higher -than -average county accident rate. $1.68M was allocated to improve the safety of Newtown Road by widening shoulders; enhancing site distance and visibility; improving drainage; and adding Class II Bicycle Lanes. The project required partial acquisition from both residential and commercial parcels. Mr. McDonald participated in project planning and management; parcel research; examination of Land rights; review of title reports; valuation support; appraisal review; negotiations; acquisitions; escrow; and close-out. Funding for this project was Federal, and the project was performed in compliance with Caltrans Policy, Nevada County Guidelines, and the Federal Uniform Act. Lincoln Boulevard Sidewalk Improvement Project, Acquisition Agent, Valuation Lead Lincoln Boulevard is the primary corridor connecting the urban core of OroviLLe CA to the suburban and rural communities to the south_ With high vehicle speeds, no sidewalk, and heavy pedestrian traffic, the roadway exhibited higher than average accident rates. In 2009, the County of Butte was awarded $900,000 by the Federal Highway Administration, as a Highway Safety Improvement Program (HSIP) Grant for the construction of safety improvements on Lincoln Boulevard. The right-of-way phase of this project affected 48 residential, commercial, agricultural, and mixed -use parcels. Mr. McDonald was assigned as the Valuation Lead for this project, and oversaw the valuation of all. 48 parcels, in compliance with the Uniform Act and Caltrans Policy. As Valuation Lead, Mr McDonald participated in project planning; team coordination; and line -list development: and oversaw the completion of all 48 valuations from start to finish. Following the valuation stage, Mr McDonald was responsible for the acquisition of the affected parcels. Lines 300 A & B - Hydrostatic Testing Project - Pacific Gas and Electric Company, Right -of -Way Agent As the integral backbone of Pacific Gas and Electric Company's gas transmission infrastructure, Transmission Lines 300A and 300B convey natural gas from Mojave CA, through Bakersfield and KettLeman City, and on to PG&E's service area across all of Northern California. These dual 34-Inch pipelines carry aLL of the natural gas needed to supply PG&E's Northern California Customers. The 2017 tests of Lines 300A and 300B would be a rarely -attempted effort to test over 127 miles of pipeline at once. To accomplish this, a large-scale, concerted effort was needed to notify and coordinate Landowners, and secure the necessary Land rights for the project. Mr. McDonald was at the forefront of this effort for over 11 months, ensuring all. land issues were addressed to allow the hydrotesting teams to seamlessLy conduct their work. The project was recognized as an unparalleled success for the company, with a11127• miles being successfully tested over a 4-month timeframe. Due to the Right -of -Way Team's unprecedented efforts to address all Land issues thoroughly, and in record time, field crews were able to execute one of the largest hydrotesting efforts in PG&E's history. Iowa Hill Surplus Land Disposition Project, Project Manager With surplus land, from a discontinued hydroelectric project, in its excess inventory for over 40 years, the Sacramento Municipal Utility District made the decision to dispose of the Land. Mr. McDonald oversaw the process development for the marketing and sale of the 14 parcels in EL Dorado County, totaling approximately 98 Acres. Despite a remote Location, no utilities, primitive access, and limited nearby development, within six months of plan implementation by Mr. McDonald, approximately one quarter of the parcels were sold, well ahead of the anticipated schedule. go PRO POSAL TO CITY OF SANTA ANA, RFP 2C- 25D-160 47 Education Public Administration, California State University, San Bernardino Associated Arts, Saddleback College, Mission Viejo Licenses) CA RE License No. 00759374. Issue 11/15179. Exp. 12/09/20 Affiliations Senior Member, International Right of Way Association (IRWA) Region 1 Chairman (Region: California, Arizona, and Nevada) Intemational Governing Council, 2014-2016 IGC Work Group Establishment Committee/Liaison to the Relocation Committee Executive Finance Committee 2013 Past member Intemational Asset Management Committee Past Chairman of Principals, Economic Development Agency Speaker, CLE International Experience Initial Year in Industry 1979 As Acquisition Manager for ROWCO, Ms. Parks is responsible for acquisition project management. She has extensive experience in negotiations, acquisition, and property management for public agencies and the private sector. Ms. Parks is knowledgeable of federal, state, and local laws, regulations, and policies related to eminent domain, easements, rights of entry, real estate title, and other right of way technical and legal activities. She has experience working with the County Board of Supervisors for Riverside and San Bernardino Counties, Directors of major Departments and Agencies, and working with Public Works Directors for cities within Riverside and San Bernardino County, City of Moreno Valley and the City of Garden Grove. Ms. Parks has proven management experience and has extensively managed large state highway projects. San Bernardino County Transportation Authority (SBCTA), 1-215 Bi-County HOV GAP Closure Project Federally funded project which included the acquisition of 26 ownerships. Complex Billboard and Railroad issues. This project was for 7.5 miles of High Occupancy Vehicle Lane. Laurel Street Grade Separation. Included the acquisition of 15 ownerships for a grade separation project involving Burlington Northern Santa Fe Railway (BNSF). Barton Road Project. Included the acquisition of 50 parcels for the road improvement project. Riverside County Transportation Commission (RCT0,1-215 Central Project Provided project management and oversight for the acquisition of 19 Parcels, for the reconfiguration of SR-74/1-215 Interchange. The project also included utility relocations. SR-gi CIP Project. This high profile, politically sensitive project involves over 450 partial and full acquisitions with varying degrees of difficulty and approximately 250 residential and business relocations. This design build project will widen approximately 16 miles of active highway through the urbanized area of Corona and the County of Riverside. As Senior Project Manager, responsible for the acquisition of very complex business parcels, including a mobile home park and others requiring complex mitigation in order to remain at site, as well as acquisition and relocation of 10 billboards, complex railroad parcels, and parcels owned by the Riverside County Flood Control. a PRO POSAL TO CITY of SANTA ANA, RFP 2C- 25D-161 48 Riverside County Transportation Department (RCTD) Fred Waring Drive Improvement Project This project along Fred Waring Drive involved a County Road Corridor, with Riverside County on one side of the roadway and the City of La Quinta on the other side of the roadway. Provided project management for appraisal, acquisition, and escrow services for 40 parcels and was responsible for delivery of the project within a short timeframe. While the parcel acquisitions were not complex in nature, and consisted of mainly temporary construction easements, the project was extremely complex. City of Rialto, Ayata, Cactus, Pepper Avenue, Miro Avenue, Baseline/Maple Avenue and Riverside Avenue Projects Provided project management and oversight for the acquisition of 24 parcels for six road improvement projects which included working with 4 utility companies. City of Riverside Interim Property Manager. Interim Property Manager of the Real Estate Division. Provided oversight on in-house transportation projects including three major grade separation projects (Riverside Avenue, Streeter Avenue, and Columbia) and the Van Buren Boulevard/gi Project. Also involved with Redevelopment Relocation Projects and Utility Projects. City of Jurupa Valley Limonite Avenue Project. Provided project management and oversight for the acquisition of 12 parcels for the road improvement project. City of Needles Needles 1/40 Project. Provided project management and oversight for the acquisition of 22 parcels for the road improvement project. City of Garden Grove Provided Real Property Services as a Senior Project Manager for all real estate matters. City of Moreno Valley Provided Real Property Services as a Senior Project Manager for all real estate matters. Economic Development Manager/Real Property Manager County of Riverside Economic Development Agency Supervising Real Property Agent County of Riverside Senior Real Property Agent County of Riverside and Riverside County Flood Control and Water Conservation District IRWA Courses: 103 - Ethics and the Right of Way Profession 209 - Negotiating Effectively Diverse Clientele 213 - Conflict Management 215 - R/W Agent's Development Program 403 - Easement Valuation 407 - Valuation of Contaminated Properties 501- Residential Relocation Assistance 502 - Business Relocation 503 - Mobile Home Relocation 600 - Intro. to Environmental Issues 700 - Intro. to Property Management 701- Property Management Leasing 703 - Real Property/Asset Management Boo - Principles of Real Estate Law 801- United States Land Titles goo - Principles of Real Estate Engineering PRO POSAL TO CITY OF SANTA ANA, RFP 2C- �=4✓co�"e 25D-162 49 p l0 L d � C RT U Q1 y U ro 25D-163 m 49' i a \ ¢c2 tgC w L T N G o " �a rn m � VV � 4 dam« J� T Education Associate of Applied Science, Electronics, DeVry University, Pomona, CA.1gg2 Bachelor of Theology, The Master's Seminary, Sun Valley, CA (in progress) Licenses) CA RE License No. 01357184. Issue 10/23/02 Exp_ 10/22/22 AffiLiations Member, International Right of Way Association (IRWA), Chapter 1 Experience Initial Year in Industry 2002 Mr. Gutierrez is responsible for negotiating complex acquisitions, as well as escalated complex case files. He negotiates and assists in negotiation with property owners, mortgage holders, corporations, executors, and/or their attorneys or representatives to obtain rights of way for projects, either private or public, by easement, fee purchase, dedication, or stipulation, and in matters relating to purchase, lease, or disposal of real property. Mr. Gutierrez is proficient in calculating land valuations and analyzing appraisals for use in negotiated acquisitions, sales, leases, or condemnation suits. He also prepares and verifies deeds, reconveyances, agreements, maps, and other documents involving property rights. Mr. Gutierrez has knowledge of federal, state, and Caltrans procedures, and experience with policies related to eminent domain, easements, rights of entry, and real estate title. Southern Califamia Gas Company (SOCaLGas), Various Projects The projects include capital improvement, operation and maintenance projects from SoCaI.Gas' Major Transmission Operations, and Pipeline Integrity Planning divisions. Acting as the Lead in-house OPC Project Manager liaison and Land Advisor providing right of way consultation and support to SoCaLGas' Land & Right of Way Department. Responsible for supporting division project and construction managers, providing project management, researching land rights, acquiring real property and land rights, overseeing of staff, and coordinating with title company. North -South Project. This project is for a new 65-mile, 36-inch diameter transmission pipeline, beginning at the Adelanto Compressor Station in the City of AdeLanto and running south through the San Bernardino National Forest, and ending at the Moreno Pressure Limiting Station in the City of Moreno Valley. Acting as the Lead in- house liaison and Project Manager providing right of way consultation and support to SoCalGas' Land & Right of Way Department. Responsible for project management, land rights and real property acquisitions, overseeing of acquisition agents, and title company coordination. San Bernardino County Transportation Authority (SBCTA), 1-15/1-215 Devore Interchange Improvements Project This high profile, politically sensitive design build project involves over i00 partial and full acquisitions with varying degrees of difficuLty including rail properties. The project also requires residential and business relocations. The project will include Truck bypass lanes to improve traffic flow along this major freight corridor. 1-15 is designated as a Corridor of National Significance, is a critical bottleneck for the region, and was named the highest short- term priority in the Interstate 15 Comprehensive Corridor Study prepared for SBCTA. Caltrans, and the Southern California Association of Governments in 2006. As acting Acquisition Manager, responsibilities included overseeing right of way agents and the acquisition of real property; coordination, preparation, and delivery of Caltrans right of way certification; title clearance; and condemnation support. Tippecanoe Interchange Improvement. Capital improvement project to reconstruct the interchange and add auxiliary Lanes to Interstate 1-10 at Tippecanoe Avenue in the County of San Bernardino, California. Responsible for the acquisition of real property, presentation of offer packages to owners, escrow coordination, and assistance with close of escrows. Senior acquisition agent providing right of way services that included g complex acquisitions. PRO POSAL TO CITY OF SANTA ANA, RFP 2C- PolvcoN'e 25D-164 51 City of Moreno Valley, SR-60 @a Moreno Beach Drive Interchange and Overcrossing Improvements Replaced and widened the existing overcrossings and reconstructed the ramps at the State Route 60 and Moreno Beach Drive interchange. This project included 22 permanent acquisitions. Provided right of way services to Moreno Valley's Public Works Department. Responsible for the acquisition of real property from private owners, preparation and presentation of offer packages to owners, escrow coordination, and assistance with close of escrows. Assisted with project preparation for a FHWA capital improvement project audit and CaLtrans right of way certification. Riverside County Transportation Commission (RCTC),1-215 Central Widening Project Included 38 permanent and temporary acquisitions for the project which will add one lane in each direction to create 3 northbound and 3 southbound Lanes on the 1-215. Acted as Acquisition Manager providing right of way services for this widening project and responsible for overseeing the assigned acquisition agents, their activities, and project delivery. County of Riverside,1-215 Van Buren Boulevard Interchange Project Provided right of way services and coordination involving a multi -government agency project which included a variety of complex acquisitions to improve the 1-215/Van Buren Interchange to accommodate the recent increase in traffic volumes and to facilitate future growth. Los Angeles Unified School District (LAUSD) Various School Projects. Provided right of way services on 63 acquisition and relocation case files. Performed acquisition of real property and conducted relocation interviews, provided comparable housing referrals for replacement property (for both purchase and/or rental), explained benefits to dispLacees, and assisted lead agents handling business acquisition/ relocation, goodwill, and FF&E. Real Estate Salesperson Mattucci Real Estate, Huntington Beach, CA Real Estate Sales Manager & Office Manager Realty Executives, West Covina, CA IRWA Courses: ioo - Principles of Land Acquisition 421- The Valuation of Partial Acquisitions 600 - Environmental Awareness goo - Principles of Real Estate Engineering 901 - Engineering Plan Development got - Property Descriptions In -House Courses: Advanced Business Relocation 00 PRO POSAL TO CITY OF SANTA ANA, RFP zC- Additional Training, continued: California Department of Real Estate, Agency Relationships, Duties/ Disclosures, Ethics, Professional Conduct and the Real Estate Professional, Fair Housing, Trust Fund Handling, Real Estate Principles, Advanced Contract Law, Buyer Agency, Eight Hour Survey, Environmental Issues in Residential Real Estate, Duty to Disclose, Residential Property Inspection Process 25D-165 52 Education Project Management Certification, Univ. of California Irvine Extension, 2010-2011 Six Sigma Black Belt, Univ. of California Irvine Extension, 2014 Licenses) Six Sigma Lean Green Belt, Univ. of California Irvine Extension, 2013 CA RE License No. 02033162, Issue 6/5/2017, Exp. 6/4/2021 AffiLiations Member, International Right of Way Association (IRWA), Chapter 67 Languages Bilingual: Fluency in Spanish Experience Initial Year in Industry 2008 Delia Jimenez has established an extensive track record as a comprehensive real estate and land rights Leader and subject matter expert in the area of government land regulations. She is an accomplished right of way agent of real property rights and associated licensure and compliance processes, offering more than 1$ years of key experience. She is skilled in contract negotiation and administration and has a proven ability to work with leaders, clients, municipalities and government agencies to integrate the land management function within the overall business operating strategy. She is consistently sought as an expert on risk identification, strategy development, and solution implementation in acquisition programs. Areas of expertise include: Right of Way Acquisitions, Pipeline Operation & Construction, Contract Negotiations, Land Analysis, Real Estate Management, Land Rights Interpretation, Appraisal & Valuation. In 2011. Ms. Jimenez was recognized by Southern California Edison as an Emerging Leader. Land Specialist, Southern California Gas Company, Pico Rivera, CA, (2018 - 2019), Southern California Gas Company, Distribution Integrity Maintenance Program (DIMP) Advises the Gas Transmission and Gas Distribution Departments with issues involving property rights for operating facilities. Performs Land management and land acquisition work necessary to facilitate the construction, operation and maintenance of pipeline facilities, including but not limited to acquiring property rights through negotiations with property owners, obtaining rights for access on land of various public agencies, managing and preserving existing property rights necessitated by pipeline facility relocations and street vacations, securing encroachment agreements to protect facilities, managing the disposition of property rights no Longer necessary or useful to the operation of the utility and determining the ease of collecting proposed relocation requests from third parties. Reviews routes for new pipelines, property plats, Legal descriptions, permits and engineering drawings. Consults with, and provides work direction to, appraisers, surveyors and Legal consultants. Analyzes and makes determinations on property rights. Determines cost allocation of third -party requests to SoCaLGas to relocate its facilities. Negotiates terms with land owners and prepares all related agreements. Land Advisor (Contractor) - Southern California Gas Company, Pico Rivera, CA (Bender Rosenthal Inc., 2018), SOCaL Gas Distribution Integrity Maintenance Program (DIMP) Managed research and acquisition activities associated with the preparation of permanent easements, temporary easements and quitclaim documents for pipeline facilities. Researched property ownership including but not Limited to state and county records. Communicated with property owners to negotiate easements and compensation if necessary. Researched and prepared comparable sales for internal property rights valuation estimates. Competent in Real Quest. Land Vision, GoogLe Earth Pro, Internal & External GIS. Knowledgeable in reading tax maps, tract maps and record of surveys. Clear understanding of Land and legal descriptions. Ability to read Legal documents, i.e. Grant deeds, quitclaims. Knowledge of easements and their components. �a Cq ', PROPOSALTO 53 CITY OF SANTA ANA. RFP ze HIV cO�"e 25D-1 66 Right of Way Agent, Land Management, Southern Region, Southern California Edison Company (SCE), Rosemead, CA, 2013 - 2016 Managed SCE's Land rights for third party uses such as Consents, Grant -Outs, Acquisitions, Licenses, Leases, Temporary Entry Permits, Encroachment Agreements, Joint Use Agreements (JUA), Permits, Quitclaims, Land Use Restriction Agreements (LURA), and Memorandum of Understanding (MOU) on SCE fee owned and easement property. Providing functional assistance, support, and guidance in all facets of the Right of Way disciplines, naturally assuming the lead Right of Way Agent role within all regions of Land Management. Negotiated and implemented acquisition management and property rights strategies according to government regulation and company policy. Served as key client interface ensuring positive experiences for clients, tenants, consultants and municipalities. Improved cycle time to issue licenses for Land management by 50% as a member of Six Sigma cross -collaboration team, analyzing data, streamlining process, and developing recommendations. Oversaw more than 150 license and lease accounts with contracts exceeding $3,000,000. Collected over $250,000 in overdue Licensing payments. Subject Matter Expert for process flow and development to ensure compliance with Secondary Land Use regulations. Land Service Agent, (SCE), Federal Lands, 2020 - 2013 Represented SCE in coordination of efforts between government agencies such as BLM, USFS, BIA, ACOE, USN, California State Lands, other utilities, intemal. environmental teams, Local public affairs, private property owners, under short time constraints and politically sensitive situations in order to find solutions to complex obstacles. Managed real property rights related to permitting, leases, consents, encroachments, relocation requests and permit renewals on federal lands. Served as the primary contact with Federal agencies in the negotiation and administration of Land contract agreements. Performed queries and gathering data utilizing GIS. SAP, Field Inventory Maps (FIM), and other online applications to create reports for management. Prepared Land surveys and rights checks. Land Service Assistant, (SCE), Federal Lands, 20o8 - 2010 Brought onboard permanently to leverage strong combination of customer service, support, and technology capabilities. Adeptly supported agents with contract negotiations and permit acquisitions involving federal agencies and tribal Lands. Provided notable assistance in the configuration of SAP to produce various reports and manage work orders and notifications. Tasked with managing over 2,000 government land contracts in REFX module. Assisted agents with the preparation rights checks and Land surveys. Created, extracted, and managed WMS Work Orders, notifications and various reports in SAP. Utilized robust awareness to provide expert feedback in property rights and feasibility studies and conducted analyses of potential impact of government regulations an corporate facilities. IRWA Courses: 100 - Principles of Land Acquisition 213 - Conflict Management 215 - Right of Way Acquisition for Pipeline Projects qzi - The Valuation of Partial Acquisitions 700 - Introduction to Property/Asset Management 802 - Legal Aspects of Easements goo - Principles of Real Estate Engineering a PRO POSAL TO CITY OF SANTA ANA, RFP zo- 25D-167 Education Bachelor of Science in Criminal Justice/Management, University of Phoenix Licenses) CA RE License: In Progress Affiliations Member, International Right of Way Association (IRWA), Chapter 57 IRWA Chapter 57: Relocation Chair 2016-2017, Prof. Development Committee 2017-20t8 Languages Bilingual: Fluency in Spanish Experience Initial Year in Industry 2005 Neidy PinueLas is a highly experienced Senior Right of Way Professional (SR/WA) with 15years of key relocation experience with the California Department of Transportation in Local Programs, Project Coordination, Excess Lands and Planning and Management. She has extensive experience representing the Department in dealings with property owners, tenants, members of the public and government agencies. She has supervised, coordinated, directed and planned the work of a staff of Right of Way Agents and has been responsible for a variety of property management activities throughout District 7, encompassing Los Angeles and Ventura Counties. She has managed the most complex property management issues and provided assistance to staff in all property management functions. In addition, she has ensured Right of Way Certification procedures for project delivery. She possesses thorough knowledge of state and federal laws, rules, regulations and policies pertaining to relocation and is one of The ROW Company's key relocation experts. Senior Right of Way Agent, California Department of Transportation, Los Angeles, CA, 04/2018 - 10/2019 Supervised, coordinated, directed and planned the work of a staff of Right of Way Agents and Support Staff for a variety of property management activities throughout District 7. Properties managed include: improved and unimproved residential, commercial and industrial land being held for the 710 corridor and historic residential properties. She has handled the most complex property management issues and provided assistance to the property management staff in all property management functions. She has supervised, directed and planned work related to State Lessees for the District. She is able to multitask, make clear recommendations, and set priorities. She provides translation services to Spanish speaking dispLacees. She has represented District 7 Right of Way Property Service by making presentations at public meetings and attending meetings relating to public outreach, maintenance and tenancy issues, and other complex issues. a PRO POSAL TO CITY of SANTA ANA, RFP 2C- 25D-168 55 Associate Right of Way Agent, California Department of Transportation, San Bernardino, CA, 04/2005 - 04/2018 Knowledge based in Relocation, Acquisition, Appraisals, Local Programs. Project Coordination, Excess Lands, Planning and Management. Extensive public contact representing the Department in dealings with property owners, tenants, members of the public and government agencies. Determined own work schedule to achieve project deadlines. Able to work independently and as a team. Able to multitask, make clear recommendations, and set priorities. Provide translation services to Spanish speaking displaces. Attend meeting with our local partners. Attend public information meetings during the evening hours. Review draft cooperative agreements and Local agency progress. Ensure procedures of the Right of Way Certification essential for project delivery. Responsible for full preparation of the Right of Way contract and memorandum of settlement. Secure, examine, analyze, and interpret title and property reports as to the effects of title encumbrances on property to be acquire. Make interpretation of appraisals for Land and improvements; read & interpret maps, legal documents, and engineering plans; learn and apply condemnation and real property Laws. Acquired various property interest from members of the public for Transportation projects. Prepared escrow documents and relationship with escrow company to ensure transactions will close within a reasonable time frame. Provide relocation assistance to residential and business displaced for Transportation projects. Knowledge of state and federal Laws, rules, regulations, and policy pertaining to Relocation. Inspect replacement housing for conformance to decent, safe, and sanitary requirements. Calculate, analyze, prepare, and approve relocation claims including determination of rent and purchase differentials. Obtain, verify and review inventory, moving bids, and other documents connected to the purchase and/or reestablishment of replacement property. Prepare written appraisal reports and valuation studies for properties for Transportation project. Monitor operating expenses and expenditures. Prepare spreadsheet in Excel to track budget. Monitor various mainframes reports and input accurate information in a timely manner. National Highway Institute Courses: Business Relocation under the Uniform Act Appraisal Institute Association Courses: 100 Appraisal Principles, 101 Appraisal Procedures California Department of Transportation Designation: Right of Way Professional, Level II Certificate: Changing Lanes to Supervision Certificate: Team Leadership and Effective Partnering Local Assistance Training -Federal Aid Series a California Real Estate License School, Online, californialicense.com Courses: Real Estate Appraisal, Real Estate Principles, Real Estate Practice PRO POSAL TO CITY of SANTA ANA, RFP zo- 25D-169 M1 E 12 /n 1 2 y ` ) � O cn 5_ 25D-170 ]n Education B.A. Business Administration, Mira Costa College - in progress License(s) Nan McKay & Associates, Inc- Certified Inspector, Section 8 HCV Housing Quality Standards. U.S. Department of Housing and Urban Dev. § CA RE License 01792885, Issue 2/15/07, Exp. 11/12/19 AffiLiations Member, International Right of Way Association (IRWA), Chapter 57 Languages Bilingual: Fluent in Spanish Experience Initial Year in Industry zoos Joined ROWCO 2019 Mr. Corrales has developed extensive experience in eminent domain right of way land acquisition and relocation, land rights, utility easements and permitting. HUD public housing, project based and low-income housing subsidy programs. He is proficient and knowledgeable of the Uniform Relocation Assistance and Real Property Acquisition Policies Act, as amended (URA), CPUC General Order 95 and General Order 128, California Relocation Act (CRAL) and the Relocation Assistance and Real Property Acquisition (Guidelines), local housing subsidy programs and Rent Stabilization Ordinance (RSO). Mr. Corrales has extensive experience with applicable federal, state, tribal and local governmental laws and regulations relative to easements and permits for telecommunications and utilities. He is a skilled instructor on public housing programs, Section 8 housing subsidy programs, HUD's Housing Quality Standards and Tenant's & LandLord's Rights and Responsibilities. Right of Way Agent, Tech Providers Inc. /Cox Communications, March 2016-Present Responsible for the coordination and management of joint pole application agreements allowing the company to utilize public rights of way for the installation and operation of telecommunication network. Coordinate and manage the utility construction permit application process at the local city and county Level, as well as, other regulatory agencies such as Caltrans and utility companies. Document, monitor and update the pole application and permit progress in the right of way database from project inception, construction, reconciliation and close out. Research and provide APN, subdivision or parcel maps as needed to both the planning department and permit contractors. Input, maintain and update the workflow in BID as well as upload all related right of way documents, pole applications, permits and invoices for availability to all departments and outside contractors. Read and interpret engineering drawings, survey maps, etc. and investigate routes and scope of existing and potential sites. Assess overall project design and conduct visual inspection to identify potential right of way issues such as failed poles, rail road crossings, highway crossings, easements, encroachments, etc. Prepare documents for obtaining permits, rights of entry, contracts, easements, encroachments, licenses, Leases, options to purchase, etc. as necessary to acquire adequate rights for facilities. Update and maintain a weekly right of way project tracker for assigned workload including scheduling, forecasting and tracking of right of way tasks and milestones to meet project deadlines. Responsible for the preparation and submission of contractor invoices and maintain a detailed log of all disbursed payments. Attend and participate in departmental and team meetings to discuss project milestones and deadlines as well as resolving project issues, design plans and propose cost effective alternate routes. 00 PRO POSAL TO CITY OF SANTA ANA, RFP 2C- 25D-171 s8 Project Manager, DeL Richardson & Associates, Inc., June 2025-Feb 2026 Responsible in coordinating the delivery of right of way services for the Nevada Department of Transportation's Neon Project. Coordinate consulting services and serve as a liaison between the consulting firms, displacees, and state, federal and local municipalities. Deliver right of way services as per applicable federal, state, tribal and local governmental laws and regulations including the Uniform Relocation Assistance and Real Property Acquisition Policies Act, as amended (URA) and the Federal Highway Administration. Monitor all facets of daily operations which include client cultivation, marketing, risk management, staff management and recruitment, cost and budget management and contract negotiations. Established professional networks and participate in professional societies. Right of Way Agent, Optica Network Technologies, LLC, August 2012-July 2014 Negotiate the acquisition of right-of-way easements as necessary to accommodate the construction, operation, and maintenance of company utility, in such a manner to minimize litigation. Initiate contact with public agencies and property owners or their representatives in person, by telephone or mail. Explain the process associated with telecommunication and utility construction and operation. Serves as liaison between internal departments, including partner utility companies, telecommunication companies, engineers, surveyors, corporate clients, municipalities and property owners in support of installation of telecommunication system on existing power lines. Knowledge of applicable federal, state, tribal and local governmental Laws and regulations relative to right of way easements, permitting, acquisition, installation, maintenance and management of telecommunication and utilities. Research property records to determine ownership of selected Land parcels designated on engineering drawings as preferred or alternate routes. Examine physical or electronic tax and deed records to trace ownership, depending on county jurisdiction. Prepare right-of-way easement agreements specifying terms and conditions for both public agencies and property owners to grant permanent easements enabling company to install, operate, test, inspect, repair, maintain, replace and protect utiLity/fiber optic cable. Research, review, prepare, analyze, and interpret all land and right-of-way related parcel maps, engineering drawings, encumbrances, agreements, easements, Leases, Legal descriptions, title reports, survey plats, permits, licenses, as -built and construction plans. Project Manager/Independent Consultant, RC Professional Group, October 2010-August 2012 Directly responsible in coordinating every aspect of all projects including real property land acquisition, relocation, interim property management from conception through completion. Monitor all facets of daily operations which include client cultivation, marketing, risk management, staff management and recruitment, cost and budget management and contract negotiations. Relocation Project Manager, Paragon Partners, Ltd. 2008-2010 Managed and operated a satellite office in Riverside, CA and was responsible for the development of new business in the assigned region. Managed several land projects in the Inland Empire for the City of Riverside, San Bernardino County, City of Fontana, Riverside County Economic Development Agency, San Bernardino Housing Authority. Provided residential tenant relocation assistance services for the City of Los Angeles (First Street Bridge Project), MTA - Metropolitan Transportation Authority, Exposition Light Rail and real property acquisition services for the Los Angeles County Sanitation District in Lancaster. Managed Large mobile home park residential relocations for the Economic Development Agency of the County of Riverside in Thermal, CA and the City of San Pablo, San Pablo, CA. Project Manager for the Scattered Sites Disposition program for the Oakland Housing Authority. Project Manager, Del. Richardson & Associates, Inc. 2002-2008 Project Manager for relocation activities for both residential and business cases on new school projects for the Los Angeles Unified School District. Responsible for the coordination and delivery of consulting services and served as a liaison between the consulting firms, displacees, municipalities, governmental and public agencies. Project Manager of the Housing Locator Pilot program with the Community Development Commission's Housing Authority of the County of Los Angeles. Directed the delivery of housing relocation services to Section 8 public housing voucher holders and the successful placement into suitable replacement housing. Project Manager responsible for the permanent relocation of residential households from Housing Authority of the City of Los Angeles project based owned buildings. Responsible for the Los Angeles Housing Department Lead Abatement Program and the management of temporary residential tenant relocation services for the duration of Lead removal. Monitored project activities, trained and supervised staff, performed Community Outreach functions, served as a Liaison between the consulting firm and Public Agencies. 00 PRO POSAL TO CITY OF SANTA ANA, RFP 2C- 25D-172 54 Education B.S., Business Administration. Management & Human Resources, California State Polytechnic University Licenses) Notary Public, State of California, No. 2241839 Member, International Right of Way Association (IRWA), Chapter i Affiliations CA RE License 0174551, Issue 4/12/06, Exp. 04/11/22 Languages Bilingual: Fluent in Spanish Experience Initial Year in Industry 2004 Angelica Luna is an experienced right of way agent with superior expertise managing a multitude of tasks simultaneously to ensure project completion within agency timelines. She is a resourceful team player with experience cultivating client rapport, leading projects, training new hires, property negotiation, and providing relocation advisory services. Well versed in Federal and State regulations in regard to relocation and acquisition assistance services. Her professional accomplishments include: Mentoring agents in Housing Community Development's title documents and relocation process for mobile homes; Mentoring support staff in use and structure of real estate acquisition documents, Interfacing with agents to ensure regulation compliancy and quality services to contracting agencies; Explanation of business relocation programs and recommended payments for displaced owners; Lead speaker for public community meetings; Preparation of Right of Way Certifications for transportation projects; Managed Project Management Group (PMG) staff and various task requests. Senior Right of Way Agent, Overland, Pacific and Cutler, LLC, Riverside, CA (2010-20ig), LINC Housing, Seasons at Ontario Project Worked with senior population for tax credit units for a temporary relocation rehab project. Consulted regularly with client, construction manager and on -site manager in preparation of plans, acted as Project Manager & Senior Agent. Explained relocation/MOU program and check requests for temporary moves. City of San Bemardino, Carousel Mail Acted as project manager and provided oversight of overall project coordination. Responsible for public meeting to explain relocation program to 18 retail business owners. Responsible for negotiating with client and claimant, review F&E inventory and payment recommendations. City of San Diego, De Anza Cove & Agtio Class Action Project Provide services to class members due to closure of Mobile Home Park under court ordered ruling. Responsible for claims administration, advisory assistance, trust account administration, and check processing services for 600• cases. Interim Supervisor for Project Management Group (PMG) Managed authors of tasks/PMG staff to ensure accuracy in all deliverables for various task requests. Coordinated with HIP and Project Managers on hire process and trained new hires. Analyzed task requests and monitored efficient delivery of all tasks, while managing divergent personalities. 00 PRO POSAL TO CITY OF SANTA ANA, RFP 2o- 25D-173 6a Housing Authority of the County of San Bemardino, Golden Apartments Project Surveyed residents for rehabilitation project and speaker at public meetings. Managed project and trained agents of preparation of comparable housing analysis and claim preparation. Compiled weekly status reports and processed claims for check processing. San Diego Housing Commission, Parkcrest Fumigation, Parkcrest Elevator Project Local and Federally funded temporary relocation projects. Assisted with relocation advisory services for rehabilitation and voluntary permanent relocations. Coordinated the distribution of information with claimants and vendors at community meetings. Chelsea Investment Corporation, Mission Gorge Business Relocation Enacted relocation advisory services for a future affordable housing project, requiring the permanent displacement of retail business occupants. Assisted with actual moves and recommendations of in -Lieu payments. Jamboree Housing Corporation, WoodgLen Preservation Project Surveyed 180 units for a temporary relocation rehab project with permanent voluntary relocations. Explanation of relocation/MOU program and check requests for temporary moves. Housing Authority for San Bernardino County, On-CaLI Relocation Services Provided on -call relocation consulting services for public housing units being removed from the County's inventory or transferred to non -profits. Responsible for 335 households that qualify for permanent relocation under disposition guidelines. Riverside County Transportation Commission, SR-gz Corridor Improvement Project Project focusing on increasing capacity and reducing congestion on 14 miles of SR-gi and 6 miles along the 1-15. Assisted Risk Management team to identify, assess, and prioritize mitigation, approaches, and impacts. Aided Risk Manager in creation of risk mitigation plans for reduction of schedule and cost impacts. Prepared R/W certifications for Caltrans on behalf of RCTC. Senior Right of Way Agent, Epic Land Solutions, Inc., Riverside, CA (2004-2010), Los Angeles Unified School District Provided acquisition services on future school sites, which included the massive acquisition undertaking for 70 new school sites (over 150 parcels acquired). Negotiate and explain initial offer and relocations to property owners, including analysis of counter offers. Assisted homeowners/tenants in replacement site selection, identification, and calculation of compensable benefit payments. Obtained necessary right of way dedications, easements, right of entry permits, and temporary construction easements for street widening projects and grade separations. Coordination with moving companies, inspection of replacement housing sites, and extensive file documentation. a PRO POSAL TO CITY OF SANTA ANA, RFP 2C- 25D-174 APPENDIX B COMPANY CERTIFICATIONS 25D-175 hers Aagales ca "y One cakrsr Ran 211.922. W Td Meseopoliran Transpnlmmn Authnritr Las Mgeke,U pmsxa9sa TeVo.nel Metro CALIFORNIA UNIFIED CERTMCATION PROGRAM August 20, 2019 CUCP4 47336 Metro File M32 Mr. Micole Alfaru 16th & G Agency, Carp DBA The ROW Company I130 E_ Green St_ Pasadena, CA 91106 Subject Disadvantaged Business Enterprise Certificatinn Dear Mr Micole Alfim: We are pleased to advise you that after careful review of your application and supporting documemehi n, the Los Angeles County Metrupolitan Transportation Authority (Metro) has determined that your firm meets the eligibility standards to be certified as a Disadvantaged Business Enterprise (DBE) as required under the U.S. Department of Transportation (U.S. DOT) Regulation 49 CFR Part 26, as amended This certification will he recognized by all of the U_S_ DOT recipients in California. Your firm will be listed in the California Unified Certification Program (CUCP) database of certified DBEs under the following specific area(s) of expertise that you have identified on the NAICS codes form of the application pad -gee NAICS 531210. OFFICES OF REAL ESTATE AGENTS AND BROKERS NAICS 531390- OTHER ACTIVITIES RELATED TO REAL ESTATE Yom DBE certification applies only for the above code(s). You may review your hums information in the CUCP DBE database which can be accessed at the CUCP website at www_califnnsiaorp_am Any additions and revisions must be submitted to Metro for review and appruvaL In order to ensure your continuing DBE status, you are required to submit an annual update along with supporting documentation If no changes are noted, then your DBE status remains current_ If there are rluanges, Metro will review to determine eontimued DBE eligibility_ Please note, your DBE status remains in effect unless Metro notifies you otherwise. Also, should my changes occur that could affect your certification status prior to receipt of the annual update, such as changes in your firms name, business/maiting address, ownership, management ar rnntrok or failure to meet the applicable business size standards or personal net worth standard, please notify Metro immediately_ Failure to submit fntms andim change of information will be deemed a failure to cooperate under Section 26.109 of the Regulations. Metre reserves the right to withdraw this certification if at any time it is determined that it was knowingly obtained by false, misleading, ar incorrect information. Your DBE certification is subject to review at any time. The fury thereby consents to the examination of its books, records and documents by Metro_ Congratulations, and thank you for your interest in the DBE program. Should you have any questions, please contact us at (213) 922-2600_ For information on Metre contracting opportunities, please visit our website at www metrom t. Sincerely, Shirley Woug Principal Certification Officer Diversity & Econonnc Opportunity Department go PROPOSALTO CITY OF SANTA ANA, RFP zo- 25D-176 63 AAA August 20,2019 Las Angeles County Melropolilan Transportation Authority Metro Mr. Micole Alfaro 16th & G Agency, Corp DBA The ROW Company 1130 E. Green St. Pasadena, CA 91106 Subject: Small Business Enterprise Certification Dear Mr. Micole Alfas: One Gateway ptata Los Angeles, CA 9Oo12.2952 Metro File N8332 213, 922.2oco Ter roetro.nel We are pleased to advise you that after careful review of your application and supporting documentation, the Los Angeles County Metropolitan Transportation Authority (Metro) has determined that your firm meets the ehgibility standards to be certified as a Small Business Enterprise (SHE) as required under Metro's SBE Program. Your firm will be listed in Metro's SBE database of certified SBEs under the following specific areas of expertise: NAICS 531210: OFFICES OF REAL ESTATE AGENTS AND BROKERS NAICS 531390: OTHER ACTIVITIES RELATED TO REAL ESTATE Your SBE certification is valid for five years from the date of this letter and applies only for the above NAICS code(s). Any additions and revisions must be submitted to Metro for review and approval. In order to ensure your continuing SHE status, you are required to submit an annual update along with supporting documentation. If no changes are noted, then your SBE status remains current. Lf d= are changes, Metro will review to do ice continued SBE eligibility Please note, your SBE status remains is effect unless Metro notifies you otherwise. After the five-year certification period, your entire file will be reviewed in order to ascertain continued SBE certification status. You will be notified of the pending SBE status review and any documentation updates necessary prior to the expiration date. Also, should any changes occur that could affect your certification status prior to receipt of the annual update application, such as changes in your fian's name, business/mailing address, ownership, management m control, or failure to meet the applicable business size standards or personal net worth standard, please notify Metro immediately. Metro reserves the right to withdraw this certification if at any time it is determined that it was knowingly obtained by false, misleading, or incorrect information Your SBE certification is subject to review at any time. The firm thereby consents to the caamivation of its books, records, and documents by Metro. Congratulations, and thank you for your interest in Metro's SBE Program Should you have any questions, please contact us at (213) 922-2600. For information on Metro contracting opportunities, please visit our website at www metm.net. Sincerely, Shirley Wong Principal Certification Officer Diversity & Economic Opportunity Department o PROPOSALTOCITY OF SANTA ANA, RFP 2C 25D-177 64 Pnnted on: 10/1812019 4:38:33 PM To verify most current certification status go to: https://www.caleprocure_ca.gov O S S en•:iroar. c•.. osona'rrrenr c= GENERAL SERVICES Office of Small Business & DVBE Services Certification ID: 2016734 Legal Business Name: 16th & G Agency, Inc. Doing Business As (DBA) Name 1: The ROW Company Doing Business As (DBA) Name 2: Address: 1130 E. Green St. Pasadena CA 91106 Certification Type SB(Micro) a Email Address: malfaroUrightofwayco.com Business Web Page: Business Phone Number. 626/864-3619 Business Fax Number: Business Types: Service Status From Tb Approved 10/18/2019 10/31/2021 Stay informed! KEEP YOUR CERTIFICATION PROFILE UPDATED! -LOG IN at CaleProcure_CA.GOV Questions? Email: OSDSH ELP@DG3.CA.GOV Call OSDS Main Number: 916-375-4940 707 3rd Street, 1-400, West Sacramento, CA 95605 PROPOSALTO CITY OF SANTA ANA. RFP a.: 25D-178 APPENDIX C SUDCONSULTANT QUALIFICATIONS/RESUMES 25D-179 GUIDA SURVEYING, INC. RIGHT-OF-WAY ENGINEERING AND SURVEYING SERVICES a ------ GUIDA .UJUJJ insaii i : n SURVEYING INC, September 25, 2020 The ROW Company Michael Romo, SR/WA Principal — Senior Project Manager 1130 E. Green Street Pasadena, CA 91106 RE: SUbcOnSultant Letter of Commitment to The ROW Company for the City of Santa Ana Water Resources Right of Way Acquisition Services Dear Mr. Romo: This letter confirms the commitment of Guida Surveying, Inc. (Guida) to The ROW Company (ROW) team to provide subconsultant services for the City of Santa Ana Water Resources Right of Way Acquisition Services contract. As a subconsultant, Guida would support all areas of the required services as directed by ROW, including land su rveying services. We look forward to a successful endeavor and are fully positioned to begin work with you on this contract. Should you have any questions or require additional information, please do not hesitate to contactthe undersigned, who is authorized to obligate the firm. Sincerely, Bernie Mclnally, PIS, Executive Vice President Guida Surveying, Inc. IRVINE OFFICE 1 9247 Irvine Mvd, Saito #100, Irving, CA 92618 OFFICE (9491 717-2D00 I TOLL FREE 855-90GUIDA WWW. GUI DAI NC. COA1 PROPOSALTO CITY DF SANTA ANA, RFP 2C- 25D-181 68 GUIDA■ 1 J88 MJJ11■ aiii SURVEYING INC. Guida Surveying, Inc. { Firm Profile About Guida FIRM PROFILE "" GUIDA Guida Surveying, Inc. (Guida) is a multi -disciplined land surveying firm that ■ I has provided project -based and on -call geomatics services throughout i I ■ o i California since 1995. Guida has had a long history of providing skilled ■ I I 1 ■ SURVEYING INC. surveyors, field crews, and office personnel who have significantly ■■■■■■ contributed to this region's infrastructure growth. The firm offers a depth of staffing resources which can provide flexibility to accommodate working off hours, variable days, and locations, if needed. Guida believes in building positive and long-term relationships with our clients; therefore, we make every effort to keep our time commitments without sacrificing quality and accuracy. With a high return rate of satisfied clients, Guida continues to offer the latest industry technology, while maintaining traditional companyvalues. No matter the size of the project — big or small —we are confident in our abilityto provide excellent services. land surveying is our passion and we are proud to say we do it well. Guida utilizes a blend of traditional methodologies with new and innovative technologies for the creation and delivery of the best and most accurate work products possible to our clients. We are constantly looking for new ways to utilize new equipment and software to help solve complex survey challenges and to save our clients time and money. Guida employs over 90 team members in offices throughout California. This includes four offices in Southern California including Irvine (headquarters), Los Angeles, Inland Empire, and San Diego; and two Northern California offices including the Bay Area {Pleasanton] and the San Joaquin Valley (Fresno). Guida is a certified Small Business Enterprise (Department of General Services) as well as certified Woman Owned Business Enterprise (California Public Utilities Commission)_ Additionally, the firm is registered with the Department of Industrial Relations under DIR#1000006862. a PRO POSAL TO CITY OF SANTA ANA, RFP zo- 2501-182 U I DA iiiiii SURVEYING INC. Irvine Ranch Water District, On -Call Land Surveying Services Irvine, CA For more than 20 years, Guida has been a trusted teaming partner to the IRWD, providing land surveying, mapping, and right of way engineering on numerous improvement projects. Services have included design and construction survey support for infrastructure sewer and water pipelines, pump stations, reservoirs, marsh redevelopment, and otherfacility improvements. Design services include GNSS and other control surveys, topographic surveys and mapping, boundary surveys, cadastral and title research for right of way engineering support, preparation of legal descriptions and plats, and monumentation preservation. Construction services include constructability reviews, construction computations, construction staking for pipelines, appurtenances and new improvements, as -built surveys, earthwork quantities, monumentation, and the preparation of corner records. Guida's recent work includes: PROJECT EXPERIENCE Laguna Canyon Road Cathodic Protection and Roadway Improvements: This project included the update and replacement of cathodic protection and road improvements within the project area along Laguna Canyon Road. Guida provided design surveys which included cross sections of Laguna Canyon Road, inventory of the existing cathodic protection, water pipelines and appurtenances, construction computations and staking for the water and roadway improvements, and client coordination throughout construction. Irvine Lake Pipeline North Conversion: This project improved the water pipelines within Jamboree and Santiago Canyon Roads to support the growing residential communities in North Irvine and Orange. Guida provided control surveys, design surveys, detailed topographic surveys, utility surveys and mapping, and digital terrain modeling_ Guida also provided construction and as -built surveys on behalf of IRWD. San Joaquin Marsh Redevefopment: This environmentally sensitive project (shown in the photo above) required field modifications and improvements to existing conditions. Guida provided control surveys, facilities aerial photogrammetric mapping and digital orthophoto production, conventional topographic surveys, quantity surveys to monitor earthwork import and export during construction, and a final as -built survey once the site modifications were complete. Shady Canyon Road Infrastructure Pipelines: This project included the installation of 1.5 miles of sewer, reclaimed water, and domestic water pipelines within Shady Canyon Road. Guida provided control surveys, construction computations and surveys, monument preservation and perpetuation, and pre and post construction corner records. Whiting Ranch Zone 91leservair. This project included the installation of a new steel water reservoir and the associated pipelines and appurtenances at Whiting Ranch. Guida provided right of way retracements and staking for the project area, construction computations and staking, and client coordination throughout construction - ADDITIONAL • O • REFERENCE: CLIENT: Joe McGhee, Pr Joe McGhee, PE a PROPOSALTO CITY OF SANTA ANA. RIFF) a.; 25D-183 70 GUIDA :.:.: SURVEYING INC. PROJECT EXPERIENCE Project Manager, Engineering Capital Projects Project Manager, Engineering Capital Projects Irvine Ranch Water District Irvine Ranch Water District 15600 Sand Canyon Avenue 15600 Sand Canyon Avenue Irvine, CA 92518 Irvine, CA92618 (949)453.5542 (949)453.5542 mcghee@irwd.com mcghee@i rwd.com PROJECT FEE: PROJECT DATES: N/A 06/99 - Ongoing South Coast Water District, Wastewater Tunnel Phases 2 and 3 Laguna Beach, CA South Coast Water District's (District) Tunnel Stabilization and Sewer Pipeline Replacement Project proposes to stabilize and update the existing 60-year-old, 2-mile tunnel beneath the bluff in South Laguna Beach. The tunnel will be enlarged from an average of 5 to 7 feet with the installation of a new 24-inchconcrete encased pipeline. Guida is providing the District with land surveying and mapping services to support the stabilization and pipeline replacement. The surveying services began with the establishment and verification of horizontal and vertical controls both on the exterior and interior of the tunnel. Guida was also tasked with verifying the tunnel alignment at the beginning of construction. During construction, Guida provide terrestrial HDAR (laser scanning) of the interior of the tunnel to verify the tunnel alignment and create an as built of the tunnel and newly installed pipeline. Additionally, Guida provided laser scanning to monitor the bluffs and monitor any movement of the bluffs during construction activities. Guida is currently providing monitoring of Bay Drive on top of the bluffs. Control was established outside the area of influence by construction to monitor any potential movement that may occur to the street and homes along Bay Drive. The monitoring is being performed on a regular basis with reports delivered to the District after each monitor visit. Finally, Guida is providing legal descriptions and plats for new tunnel easements to support the widening and acquisition of additional land for the tunnel improvements. These legal descriptions and plats are being prepared over the 150 affected parcels by phase 2 and 3 of the tunneling project. ADDITIONAL INFORMATION: REFERENCE: CLIENT: South Coast Water District South Coast Water District 31592 West St. Laguna Beach, CA 92651 Joe Si nacori 949.499.4555 JSinacori@scwd.org PROJECT FEE: PROJECT DATES: $201,500 2018-Ongoing a PROPOSALTO CITY OF SANTA ANA. RFP z%: 25D-1 84 GUIDA :.:: SURVEYING INC. Lisa Spivak, PLS Survey Project Manager I Vice President, Technology Manager About: Years of Experience: 30 Years with Guida: 2 RESUME Education: B.S., Surveying Engineering, California State Professional Registration/Certifications: Professional Land University, Fresno, Fresno, CA, 1991 Surveyor #7177/CA/1995; Transportation Workers Identification Card Summary: With 30 years of land surveying experience, Lisa has provided land surveying and mapping services including geodetic control surveys, boundary surveys, topographic design surveys, right of way engineering, land descriptions and plats, aeronautical surveys, and construction surveys to federal, state and local agencies and private development clients for projects including, but not limited to, roads and highways, heavy and light rail, airports, ports, parks, transmission lines, and commercial development. She has collaborated with various clients on award - winning rail, highway, and airport projects; managing staff resources, providing coordination, budget and schedule management, and overall quality control. Project Experience: City of Fontana, Foothill Boulevard Malaga Bridge, City of Fontana, CA: Lisa currently serves as project manager for this project with the City of Fontana to modify and improve the Malaga Bridge. As part of the design engineering team, Guida is leading the surveying and mapping services to support the project. Guida is providing horizontal and vertical control surveys, aerial mapping, topographic design surveys with conventional ground survey and terrestrial LiDAR methods, utility pothole surveys, right-of-way research, preliminary title reports, preliminary land net map, final right of way requirements, a final land net map, and legal descriptions. San Bernardino County Transportation Authority (SBCTA), I-10/Mt. Vernon Avenue Interchange (PR/ED- PS&E) San Bernardino, CA: Lisa serves as survey project manager for Guida's design survey work for the PR/FD-PS&F phase of this projectfor SBCTA. The project improvements include replacing the existingfour- lane Mt. Vernon Avenue overcrossing bridge structure with a six lane bridge replacement structure, striped bicycle lane on the overcrossing, and addresses ADA access. Guida is providing horizontal and vertical control, aerial photogrammetric mapping, topographic design surveys with conventional ground survey, terrestrial LiDAR, utility pothole surveys, geotechnical bore hole surveys, right-of-way research and engineering, preliminary title reports, a Record of Survey Pre -Construction, appraisal maps, and legal descriptions. This project requires Caltrans coordination and oversight. Caltrans District 8, Contract No. No. 08A2871, On -Call Right of Way Engineering Support Services, San Bernardino, CA: Lisa serves as contract managerfor Guida's on -call with Caltrans District 8. Projects under this contract are of varying scope and size and include roadway rehabilitation, widening and/or realignment of existing facilities, relocation of existing facilities, and construction of new facilities. Guida's scope of work includes: right of way studies, cadastral/title research, land net surveys and mapping, right of way maps, appraisal maps, acquisition documents/deeds, resolutions of necessity, directors deeds, other deed documents, flag/stake right of way, monument preservation and perpetuation, right of way monumentation surveys, records of survey, trial exhibits, expert witness testimony, relinquishment and vacation maps, excess land deeds and maps, and right of way record maps. All services under this contract are at the direction of the a PRO POSAL TO CITY OF SANTA ANA, RFP 2o- 25D-185 72 Lommon SURVEYING INC. Caltrans Contract Manager and Caltrans Task Order Manager and will be prepared in accordance with the Caltrans Survey and Right of Way manuals as well as the latest release of the Caltrans CAD manuals and templates. RESUME City of Fontana, On -Cell Land Surveying Services, Fontana, CA: Guida was recently selected to provide the City of Fontana with on -call surveying and mapping services. Our contracted scope of work includes, but is not limited to, control surveys, boundary surveys, topographic surveys for design, construction surveys for city projects, monument preservation and perpetuation and right of way mapping and engineering to include the preparation of right-of-way plans and base maps, preparation of easement documents (Dedication, Vacation, and Quitclaim), title record research, and centerline and legal descriptions. City of Colton, Mt. Vernon/UPRR Grade Separation, Colton, CA: Lisa served as survey project manager, managing a team of field and office personnel who were involved in the establishing survey controls, performing the topographic design surveys and boundary surveys, and performing the right of way engineering to support acquisitions for the project. The specific surveys included establishing horizontal and vertical controls that were consistent with the Caltrans 1-10 control network, performing aerial photogrammetric mapping, performing detailed topographic surveys of the existing bridge, the railroad, and the roadways affected by the project improvements, performing underground utility surveys by identifying all surface visible indications of utilities and performing boundary surveys and analysis and an existing conditions Record of Survey over the entire project area. The survey tasks were completed on schedule and within the budgets provided to the client. City of Moreno Valley, On -Call Lend Surveying Services, Moreno Valley, CA: Lisa serves as project manager for Guida's on -call contract with the City of Moreno Valley. Scope of work under this contract includes design, construction, as -built surveys, preparation of legal description and plat maps, monument preservation/recordation and othersurveying services. Some of the task orders on which Guida has worked under this contract include the Moreno -Alessandro Interim Facility Storm Drain Line Fi-2 Alessandro Boulevard at Oliver Street. Cry of Pasadena, On -Call Surveying Services, Pasadena, CA: Lisa served as project manager for work providing land surveying services to the City of Pasadena on this multi year as -needed contract. The scope of work underthis contract included field and office land surveying work, including, but not limited to, subdivision map checking services, legal description preparation, boundary surveys, establishing right of way centerline, monumentation, and mapping services. The majority of this work was for private development projects. City of Menifee, On -Call Surveying and Mapping Services, Menifee, CA: Lisa serves as project managerfor this on -call surveying and mapping services contract. Guida's contracted scope of work includes, but is not limited to, boundary surveys, road alignment surveys, topographic surveys for design of city road and structure projects, construction surveys for city road and structure projects, and mapping/CAD services to include preparation of right-of-way plans and topographic base maps, GIS mapping surveys, preparation of easement documents (Dedication, Vacation, and Quitclaim), title record research, and centerline and legal descriptions. Guida has provided services on three task orders to date which include Newport Road (design surveys), McCall Boulevard (design surveys), and Encanto Neighborhood ADA (ADAsurveys). a PRO POSAL TO CITY OF SANTA ANA, RFP 20- 25D-186 73 GUIDA MEMNON SURVEYING INC. Justin Height, PLS Project Manager About: Years of Experience: 34 Education: B.S., Surveying and Photogrammetry, California State University, Fresno RESUME Years with Guidw 2 Professional Registration/Certifications: Professional Land Surveyor ft6167/CA/1989; Professional Land Surveyor 420712/NV/2010; Professional Land Surveyor #16900/ID/2016 Summary: Justin has more than 33 years of land surveying and mapping surveying experience. As Project Manager and Project Surveyor, Justin provides client and project management, coordination of field and office personnel and resources, performance of field and office surveying, quality control and final deliverables. Justin performs right-of-way engineering, boundary surveys and mapping, ALTA Surveys, obtaining and reviewing Preliminary Title Reports, cadastral and title research, plotting existing encumbrances, dedications and vacations, preparation of legal descriptions and plats, records of Survey, parcel maps, tract maps, lot -line adjustments, other land surveying services. Project Experience: City of Fontana, Foothill Boulevard Malaga Bridge, City of Fontana, CA: Justin serves as project surveyor for this project with the City of Fontana to modify and improve the Malaga Bridge. As part of the design engineering team, Guida is leading the surveying and mapping services to support the project. Guida is providing horizontal and vertical control surveys, aerial mapping, topographic design surveys with conventional ground survey and terrestrial HDAR methods, utility pothole surveys, right-of-way research, preliminary title reports, preliminary land net map, Final right of way requirements, a final land net map, and legal descriptions. Caltrans District 8, Contract No. No. 08A2871, On -Cell Right of Way Engineering Support Services, San Bernardino, CA: Justin serves as task order lead for Guida's on -call with Caltrans District 8. Projects under this contract are of varying scope and size and include roadway rehabilitation, widening and/or realignment of existing facilities, relocation of existing facilities, and construction of new facilities. Guida's scope of work includes: right of waystudies, cadastral/title research, land net surveys and mapping, right of way maps, appraisal maps, acquisition documents/deeds, resolutions of necessity, directors deeds, other deed documents, flag/stake right of way, monument preservation and perpetuation, right of way monumentation surveys, records of survey, trial exhibits, expert witness testimony, relinquishment and vacation maps, excess land deeds and maps, and right of way record maps_ All services underthis contract are at the direction of the Caltrans Contract Manager and Caltrans Task Order Manager and will be prepared in accordance with the Caltrans Survey and Right of Way manuals as well as the latest release of the Caltrans CAD manuals and templates. City of Lake Elsinore, Temescal Canyon Bridge over Temescal Wash Replacement Project PS&E, Lake Elsinore, CA: Justin serves as project surveyor for Guida's contract to provide surveying and topographic mapping services for the final design phase for a new 4-lane, 98-foot-wide, 373-foot-long bridge at the new alignment, along the realigned portion of existing Temescal Canyon Road. Guida's scope of work includes performing topographic surveys and providing cross -sections every 100 feet in the channel that covers the go PROPOSALTO CITY OF SANTA ANA, RFP 2C- 25D-187 74 GUIDA SURVEYING INC. RESUME proposed wash grading, roadway realignment and connection points to existing Temescal Canyon Roadway. Our scope also includes updating the survey to cover the recently graded areas westerly of Lake Street, for the purpose of more accurate HEC-RAS modeling; additional topography to support the design of the channel grading, slope protection, and storm drain facilities; providing an updated utility base plan based on information provided by the utility coordination subconsultant, and filing corner records and/or record of survey as required. City of Rancho Cucamonga, Etiwanda Grade Separation (design), Rancho Cucamonga, CA: Justin serves as project surveyor for the design surveying services to reconstruct Etiwanda Avenue as a new grade separated roadway over the Southern California Regional Rail Authority (SCRRA) San Gabriel Subdivision. The project eliminates the existing at grade roadway crossing and construction a roadway overcrossing with two through lanes in each direction by elevating Etiwanda Avenue over the SCRRA railroad corridor from Whittram Avenue to Napa Street. Guida's scope of work includes providing aerial mappings support, BPS control, conventional topographic surveys, terrestrial scans, right of way establishment, and legal descriptions. Los Angeles County Metropolitan Transportation Authority (METRO), 1-5 North Managed Lanes PS&E, Los Angeles County, CA. Guida is providing surveying services for the 1-5 North managed lanes plans specifications and estimates. Surveying services include validation of existing control, quality control of other surveys performed for the project, bridge surveys, monument perpetuation and preservation, oversight and assistance with mainline pavement and truck lane surveys, land net surveys and right of way engineering. Justin is serving as project surveyor and is responsible for performing the required office surveys, coordinated with field survey crews and performed quality control checks. City of Fremont, Sabercat Bicycle/Pedestrian Bridge Project, Fremont, CA: Justin is currently serving as project surveyor for this project to provide a safe pedestrian and bicycle connection over 1-580 from Ohlone College to the future Irvington BART station. In addition to the bridge structure, project features include new and improved trails, a pedestrian undercrossing of the LIPRR/BART corridor, various road improvements, preparation for a future paleontological museum with associated parking area. Guida is providing surveying and mapping services including aerial mapping and imagery, design topographic surveys, land net surveys and right of way engineering, project control survey, map review submittal to Caltrans District 4, and preliminary land net surveys and research. a PRO POSAL TO CITY OF SANTA ANA, RFP 2C- 25D-188 ■ I..I .... ■ I I IIGUIDA ■l L.■ SURVEYING INC. Maria Hall, PLS, PMP Project Manager About: Years of Experience- 13 Education: B.S_, Organizational Management, University of La Verne; A.S., Math and Science, Victor Valley College RESUME Years with Guida: <1 Professional Registration/Certifications: Professional Land Surveyor#9300/CA/2016; Land Surveyor and Land Surveyor in Training Certifications, Santiago Canyon College; Project Management Certification, University of La Verne, Extended Learning; Contract Management and Project Management Certification, University of California, Irvine Extension; Computer Networking and Switching Systems, Certificate of Training, US Air Force Reserves Summary: Maria brings over 13 years of professional experience with project coordination and scheduling management on major transmission line, transportation, and high -profile projects involving survey, real estate transactions (analyzing and acquiring property rights, disposition, and condemnation(, engineering, and underground investigations. Her roles have worked closely with and supported other project functions such as land acquisitions, land management, engineering, planning, construction, law, title, and valuation. Project Experience: San Bernardino County Transportation Authority (SBCFA), I-10/Mt. Vernon Avenue Interchange (PR/ED- PS&E) San Bernardino, CA: Maria serves as project surveyor for Guida's design survey work for the PR/ED-PS&E phase of this project for SECT& The project improvements include replacing the existing four -lane Mt. Vernon Avenue overcrossing bridge structure with a six lane bridge replacement structure, striped bicycle lane on the overcrossing, and addresses ADA access. Guida is providing horizontal and vertical control, aerial photogrammetric mapping, topographic design surveys with conventional ground survey, terrestrial LiDAR, utility pothole surveys, geotechnical bore hole surveys, right-of-way research and engineering, preliminary title reports, a Record of Survey Pre -Construction, appraisal maps, and legal descriptions. This project requires Caltrans coordination and oversight. Los Angeles Metropolitan Transportation Authority (METRO), Whittier Boulevard Improvements, Whittier, CA: Maria serves as survey manager for Metro's Whittier Boulevard Improvement Project. The project will improve Whittier Boulevard from Santa. Fe Springs Avenue to Painter Avenue, upgrading sidewalks and curb ramps to meet ADA requirements, and installing painted and raised medians within Whittier Boulevard to improve traffic flow. Maria is responsible for coordinating field surveys, office surveys, developing land net mapping, preparing legal descriptions and plat maps for potential street easements and temporary construction easements, and developing topographic mapping, digital terrain models and land net mapping in MicroStation and InRoads formats. Caltrans District 12, Right of Way Engineering and Land Surveys Office for Various Projects, Orange County, CA: Maria served as transportation surveyor for Caltrans District 12. In this role, Maria was responsible for all right of way relinquishment projects within the district, working closely with consultants when outsourcing survey and mapping work, and preparing scopes of work and providing review and input on task orders and deliverables. She was tasked with collecting, adjusting, analyzing, and extracting mobile terrestrial HDAR scan a PRO POSAL TO CITY OF SANTA ANA, RFP 2C- 25D-189 76 1"" GUIDA a»3AJ mum::: SURVEYING INC. (MTLS) data using Trimble Business Center, PosPac, RiPROCESS, MicroStation, TopoDOT, and AutoCAD C1vi13D. She prepared and delivered DTM surfaces for roadway design, performed research and boundary analysis for transportation survey projects, developed land net mapping, applied surveying principles in accordance with the California Professional Land Surveyors Act, revised and updated right of way mapping as design changes occurred, and maintained and updated right of way mapping server database in Google Earth. City of Palm Desert, San Pablo Avenue Streetscape Improvement, Phase 2, Palm Desert, CA: Maria served as project surveyor for Guida's design surveying services in support of Phase 2 of the San Pablo Avenue Streetscape Improvement project in Palm Desert. San Pablo's second phase improvements are focused on the roadway between Fred Waring and Magnesia Falls Drive and include widened sidewalks, bike lanes, on -street parking, enhanced pedestrian crosswalks and lighting, landscaping, drainage and pavement improvements, improved utilities, and additional roundabouts at San Pablo and Magnesia Falls Drive and at San Pablo and the College of the Desert entrance. Guida's scope of work included establishing control, collecting spot elevations, plotting the right of way roadway and property lines, and preparing legal descriptions and plats to accompany easement documents. Riverside County Transportation Commission, SR-91/1-15 Express Lanes Connector, Riverside, CA: Maria serves as project surveyor for the SR-91/1-15 Express Lanes Connector; a ROTC project in conjunction with Caltrans that links the 1-15 Express Lanes to the SR-91 Express Lanes. Guida is currently providing the design - build team with control and surveying services to support the design of the connector and other improvements. This includes mobile DDAR and terrestrial LiDAR surveys, topographic and utility surveys, and some right of way engineering to support easements within the railroad and flood control right of way. Guida will also be providing the design buildteamwith construction staking once the construction phase begins. Construction is planned to begin in 2021 with the connector opening by 2023. RESUME City of Fremont, Sebercat Bicycle/Pedestrian Bridge Project, Fremont, CA: Maria is currently serving as project manager for this project to provide a safe pedestrian and bicycle connection over 1-680 from Ohlone College to the future Irvington KART station. In addition to the bridge structure, project features include new and improved trails, a pedestrian undercrossing of the UPRR/BART corridor, various road improvements, preparation for a future paleontological museum with associated parking area. Guida is providing surveying and mapping services including aerial mapping and imagery, design topographic surveys, land net surveys and right of way engineering, project control survey, map review submittal to Caltrans District 4, and preliminary land net surveys and research. Port of Los Angeles, SR-47 Improvement Project, Los Angeles, CA: Mariaserved as project surveyor for the design surveys for the SR-47 improvement project. The Port of Los Angeles is proposing to widen and improve the intersection of the SR-47 and Harbor Boulevard within the port limits. As part of the design engineering team, Guida provided LiDAR surveying services to support the development of PS&E. Guida provided horizontal and vertical control surveys tied to the Caltrans District 7 primary controls, LiDAR surveys over the project limits for the SR-47, on and off ramps, and secondary roads, supplemental topographic design surveysfor utilities and quality control, developing a seamless point cloud model and topographic mappin 00 PRO POSAL TO CITY OF SANTA ANA, RFP 20- 25D-190 77 I 25D-191 0 25D-192 r i a e G 0 m •ltte •Kb v_ C/) '4e w �? W u 0-4 d o 2 pq S. pas cn v a o o G Ln N L V] cn N "3rawndaM10 o '�bb'd3Q •.. 25D-193 11 INTEGRA REALTY RESOURCES (IRR) APPRAISAL SERVICES IRR - Orange County Office Profile Overview of Expertise Mission Statement Key Personnel Core Competencies Significant Assignments Client List Key Personnel Qualifications Corporate Profile Competitive Advantage Contact Us PROPOSALTO CITY OF SANTA ANA, RFP 21: 25D-1 95 Integra Realty Resources Orange County 2151 Michelson Drive Suite 205 Irvine, CA 92612 T 949.591.8150 vvv^v.irr.ccmJorangecoumy a Overview of Expertise Integra Realty Resources Orange County 2151 Michelson Drive Suite 205 Irvine, CA 92612 T 949.591.8150 Integra Realty Resources — Orange County provides real estate valuation and consulting services for a broad range of property types, addressing diverse client needs. Our clients include www.irccom/orangecaunty governmental agencies at the local, state and federal levels, law firms, investment advisory firms, corporations, developers, lenders, investors, and other professionals concerned with the value, use, and feasibility of real property. Integra Realty Resources — Orange County was formed as a result of acquiring the former Kiley Company in 2019. Founded in 1990, The Kiley Company has grown into one of the leading appraisal firms in Southern California. Our senior managing director, Rick Donahue, returns to Integra to lead the office. Prior to re -joining Integra Realty Resources - Orange County, he was most recently part of a new Right -of -Way valuation team at Cushman & Wakefield. He has previously managed appraisal offices for Cushman & Wakefield, Grubb & Ellis/Landauer, and CRWilson & Associates; as well as being a partner in his own Orange County - based firm; Schmitz, Riach & Donahue. Donahue's experience includes right-of-way valuation, general and special purpose real estate appraisals, litigation support, portfolio valuations, investment analysis, condemnation consulting, due diligence investigation, lease -by -lease analysis, highest and best use studies, market studies, and feasibility analysis. He also specializes in non- profit and institutional property valuation in addition to a wide variety of investment grade real estate. Principal Markets Served Primary California Counties Secondary California Counties Orange County San Diego Los Angeles Fresno Riverside Inyo San Bernardino Kern Santa Barbara Madera Ventura MonoSan Irr, Luis Obispo l Tulare PROPOSALTO CITY of SANTA ANA, RFP 2o- 2501-196 83 a Mission Statement Integra Realty Resources Orange County 2151 Michelson Drive Suite 205 Irvine, CA 92612 T 949.591.8150 Our mission is to provide the highest level of client service found in real estate appraisal and consulting throughout Southern vawvv.irr.com/orangecounty California. To accomplish this, we strive to: • Communicate with our clients to understand their specific needs and to report our findings in a meaningful and timely manner. • Maintain and enhance staff education and office resources necessary to thoroughly understand the real estate markets where we practice. • Conduct our analyses and report our conclusions in a manner that is unbiased and consistent with our professional ethics and standards. • Use technology for continuous improvement in client service. • Work as a team with an open sharing of ideas and information, recognizing that helping any member of the firm ultimately benefits the entire group. • Encourage our members to fulfill their personal aspirations regarding family involvement, as well as community and professional services. irr 3 PRO POSAL TO CITY OF SANTA ANA, RFP zo- 25D-197 a Key Personnel Integra Realty Resources Orange County 2151 Michelson Drive Suite 205 Irvine, CA 92612 T 949.591.8150 Management Senior Analysts vwvvvw.lrr.com/orangecauntV J. Richard Donahue, MAI, FRICS Stephanie Kavanaugh Senior Managing Director skavanaugh@irr.com rdonahue@irr.com Meredith McDonald Beth B. Firestone, MAI, AI-GRS, FRICS, CRE mmcdonald@irr.com Executive Director Principal hfinestone@irr.com Paul Kim pkim@irr.com Robert Willette, CCIM rwillettePirr.com Analysts Cathy Williams Cathy.williams@irr.com rrr, 4 PROPOSALTO CITY OF SANTA ANA, RFP 2o- 25D-198 a a Core Competencies Integra Realty Resources Orange County 2151 Michelson Drive Suite 205 Irvine, CA 92612 T 949.591.8150 Real Estate Valuation and Appraisal Counseling, Special Studies, and Review Services www.irccom/orangecounty Dispute Analysis and Litigation Support Public Agency and Right of Way Services Real Estate Valuation and Appraisal The firm is experienced in the appraisal of investmentgradeproperties, in- cluding office buildings, shopping centers, industrial developments, hotels and motels, apartment and condominium complexes, mobile home parks, and in- dustrial and residential subdivision acreage_ We are also experienced in spe- cialty property types, including auto dealerships, restaurants, gas stations, churches, school and colleges, parking structures, agricultural property, mitiga- tion land, waterfront property, shipping terminals and residential estates. Counseling, Special Studies, and Review Services • Many clients find our tailored counseling services to be a cost-effective way to generate reliable information and advice which is specific to their needs. This can include gathering and reporting detailed information relating to supply and demand characteristics, market research based on predefined parame- ters, and examining alternatives in investment or transaction decisions. • We perform specialized studies, including market demand, feasibility, highest and best use, reuse analysis, potential value diminution (from both internal and external influences), the valuation of partial interests, and the study of damages and benefits that may arise in condemnation matters. • We provide both field and desktop reviews of appraisal reports (or otherstud- ies). If appropriate or necessary, our review services can be supplemented with an independent investigation of market conditions or comparable data which may not have been included in the original appraisal. Dispute Analysis and Litigation Support • our senior managing director, Rick Donahue, is qualified in superior and feder- al courts in Orange and Los Angeles Counties on real estate valuation issues. • Other examples of our litigation support services include: ♦ Field and/or desktop review of appraisal reports to determine the objec- tivity of the investigation, the adequacy of the data developed, and the consistency with accepted appraisal practices (including the appraisal practices set forth in the USPAP). ♦ Working with legal counsel to develop effective areas of cross-examination ■ for appraisal and valuation witnesses. 1 r rW 5 PRO POSAL TO CITY OF SANTA ANA, RFP zo- 25D-199 86 a Core Competencies Integra Realty Resources Orange County 2151 Michelson Drive Suite 205 Irvine, CA 92612 T 949.591.8150 ♦ Preparation of graphic and demonstrative exhibits (including charts, graphs, aerial photographs, and videotape) to be used with the presenta- suww.irccom/orangecounty tion of expert testimony. Public Agency and Right of Way Services • We service a wide range of public agency clients, including state, federal and local governmental agencies as well as school districts, public utilities, and transit authorities. Our public agency services include- ♦ Eminent domain valuations ♦ Appraisals of partial takes ♦ Appraisals of full takes Easement valuations • Temporary construction easements • Aerial easements • Subway easements • Conservation easements ♦ Analysis and reports purposed to Uniform Standards of Federal Land Ac- quisitions (the Yellow Book) rrr, 6 PRO POSAL TO CITY OF SANTA ANA, REP zo- 25D-200 87 a Significant Assignments (Completed by the former Kiley Company or J. Richard Donahue, MAI) Santa Ana River Crossing @ 1-405, Santa Appraised aerial rights and temporary construction easements in the river bed required for freeway widening over the Santa Ana River in Orange County for OCTA. One of several dozen jobs completed for the widening on Interstate 405 between Rossmoor and Santa Ana. Westmont College, Montecito Valuation of an existing private college campus containing 451,520 square feet of gross building area. The improvements were constructed phases between 1915 and 2011. The gross site area is 112.49 acres, or 4,900,064 square feet. The subject campus has operated for many decades as Westmont College. Appraisal was completed for financing purposes. Santa Ana Transit Terminal, Santa Ana Appraisal of the fee simple interest in the abandoned Santa Ana Transit Terminal (SATT), as well as a leased fee interest in (1) air space above a 17,440 square foot portion of the SATT (2) surface and air space over a 5,796 square foot portion and (3) the adjacent parking structure . The air and surface rights are occupied by a seven story office building subject to the terms and conditions of an Air Space Lease agreement with OCTA. Coventry Court Apartments, Tustin Valuation of a Seniors apartment complex located in the Tustin Legacy master -planned community within the city of Tustin, CA. It consists of a 240- unit multi -family complex having a gross building area of 350,490 square feet and a net rentable area of 241,600 square feet. Appraisal completed for bond financing and valuation of tax credits. PRO POSAL TO CITY OF SANTA ANA, RFP 2C- 25D-201 Integra Realty Resources Orange County 2151 Michelson Drive Suite 205 Irvine, C4 92612 T 949.591.8150 v .irr.wrn/orangeoounty Irr, Significant Assignments (Completed by the former Kiley Company or I. Richard Donahue, MAI) 0 a Rosecrans/Marquardt Grade Separation Project Appraised fee acquisition, permanent easements and temporary construction easements to facilitate the construction and operation of the grade separation improvements at the intersection of Rosecrans Avenue and Marquardt Avenue at the BNSF right-of-way. 1-405 Freeway Widening Project Appraised several dozen fee acquisition, permanent easements and temporary construction easements for the widening of the San Diego (1-405) Freeway between State Route 73 (SR-73) and Interstate 605 (1-605). The widening includes the addition of one general purpose lane in each direction on 1-405 from Euclid Street to the 1-605 interchange, plus tolled express lanes in each direction of 1-405. from SR-73 to SR-22 east. Bristol Street Widening Project Appraisal of numerous full and partial acquisitions of single-family and commercial properties for the widening of Bristol Street in Santa Ana. 123 Ground Leased Residential Lots, Monarch Bay, Dana Point After being appointed as the Third (Neutral) Appraiser by both the land owner and the (homeowner association, we appraised 123 ground leased lots in the private Monarch Bay community for the purpose of estimating market value of the lots. The purpose of the appraisal was for potential negotiations between both sides to sell the land at an agreed upon discount to the home -owners. PRO POSAL TO CITY OF SANTA ANA, RFP 2C- 25D-202 Integra Realty Resources Orange County 2151 Michelson Drive Suite 205 Irvine, C4 92612 T 949.591.8150 v .irr.wrn/orangeoounty a Significant Assignments ealty Orange CountIntegra Count Resourcesy (Completed by the former Kiley Company or J. Richard Donahue, MAI) 2151 Michelson Drive Suite 205 Irvine, C4 92612 T 949.591.8150 Bel Air Presbyterian Church, Brentwood Y A large church campus containing 86,690 square feet of w .Irr.wrn/orangeoounty building area, highlighted by a 39,157 square foot sanctuary that seats 1,400 persons. Parking for 850 persons is provided on both sides of Mulholland Drive. The church sits on 22.02 acres, with 6.88 acres located on the south side of Mulholland Drive used entirely for parking. The land is zoned RE-15 {north side) and RE-40 (south side), both being very low density residential designations. Appraisal completed for financing purposes Honda World, Westminster The subject property consists of a full service automobile dealership located in Westminster, California. The property is leased to Honda World. The contiguous Lexus dealership on the same land parcel was not a part of this valuation. The dealership contained 47,116 total square feet. The buildings sit on three non-contiguous sites on either side of 23rd Street measuring 181,632 square feet {4.17 acres), zoned C-2 by the city of Westminster. While the land area on the south side of 23rd Street is improved with buildings and a sales lot, this valuation includes only the value of the underlying land. Valuation was completed for lease renewal purposes. LA+USC County Medical Center, Los Angeles Appraisal of three buildings and a central plant that are part of the larger LAC+USC Medical Center. The buildings total 1,499,198 SF and were completed in y _ 2008. They include an eight -story, 691,352-square- foot Inpatient Tower, licensed for 600 acute -care beds; a five -story, 429,351-square-foot Diagnostic and Treatment Center; a seven story, 324,624-square -foot, Clinic Tower (outpatient building), and a 53,871 -square-foot, subterranean Central Plant.. The building towers are connected on Levels 1, 3,4 and 5. The buildings are situated on 20.05 acres at the southeastern portion of the larger 55.53-acre irr. LAC+USC medical campus. Appraisal completed for 9 bond financing. PROPOSALTO CITY OF SANTA ANA, RFP 2C- 25D-203 a Significant Assignments (Completed by the former Kiley Company or J. Richard Donahue, MAI) 1-5 Widening Project, Mission Viejo/ Laguna Niguel Appraisal of 15 properties located along the 1-5 in Mission Viejo and Laguna Niguel for a freeway widening project. Appraised values included fee acquisitions, permanent easement and temporary construction easements, as well as full acquisitions of two gas stations. Property types included commercial, office, retail, industrial and two auto dealerships. SR-91 Corridor Improvement Project, Corona Appraisal of 10 properties for acquisition by the Riverside County Transportation Commission, in partnership with the State of California Department of Transportation, for the 10-year plan for the SR-91 Corridor Improvement Plan. The purpose of the appraisals was to develop an opinion of the fair market value of the larger parcels and proposed acquisitions. Many involved a full before and after valuation with calculations of severance damages. Appraisal review of dozens of acquisitions NOT performed by the Kiley Company Proposed Redevelopment of retail center, Garden Grove/Stanton Valuation of a proposed redevelopment of an 80,000 square foot retail center. The developer proposed the redevelopment to include major tenant space, front pad buildings, ground leases and inline shop space. Total building square footage at the completion of renovation was 150,000 square feet. toCasa Grande, San Juan Capistrano Appraisal of a 42 acre agricultural preserve and cus- tom home lot approved for a 21,516 SF home in the heart of San Juan Capistrano. Appraisal required for estate planning purposes 10 PROPOSALTO CITY OF SANTA ANA. RFP zo 25D-204 Integra Realty Resources Orange County 2151 Michelson Drive Suite 205 Irvine, CA 92612 T 949.591.8150 w .Irr,com/orangeoaunty lirr, a Significant Assignments Integra Realty Resource Orange County (Completed by the former Kiley Company or]. Richard Donahue, MA 1) 2151 Michelson Drive Suite 205 Irvine, CA 92612 T 949.591.8150 Gale Tech Center —Parcel 3, Industry Class B- Industrial Warehouse, known as Gale Tech www.irrxcrn/orangecounty Center - Parcel 1, containing 43,356 gross square feet, located in the City of Industry. The appraisal was made for litigation purposes with both a current date of value and a retrospective 2009 date of value. Beverly Hills High School, Beverly Hills Valuation of an iconic 1, 2 and 4-story high school campus that contains 705,837 square feet of gross building area situated on a 1,090,559 square foot (25.04 acres) site. Appraisal was made in conjunction with our valuation of sub -surface rights related to METRO'S Purple Line Subway Ex€ention. Tejon Ranch Valuation of 266,000 acres for valuation of potential Conservation Easement dedication on behalf of both the Tejon Ranch Conservancy and the California Wildlife Conservation Board. Riverview West Marketplace, Santa Ana r Valuation of Riverview West Marketplace. the Wal- Mart portion of a community center anchored by Wal- Mart (not a part of this appraisal), El Super food store, Ross Dress -for -Less, Radio Shack, Payless Shoes and Discount Giant. The appraisal was performed for loan financing. One Pelican Hill Road, Newport Beach Identified as Villa del Lago, the (then) partially com- pleted 17,000 sf villa set on 12.47 acres. The site in- cluded a cascading lake of over one acre, tennis - court, stable and riding ring, putting green, pool pa- vilion, wine cave, a 14 cargarage, an indoor pool, high-tech theater, gym and sauna & wine cellar. The property was appraised for litigation purposes in an effort to keep it out of bankruptcy proceedings. 11 PROPOSALTO CITY OF SANTA ANA. RFP 2C 25D-205 3z a Integra Realty Resources Significant Assignments Drange`ounty {Coo) pleted by the former Kiley Company or J. Richard Donahue, 2151 Michelson Drive M suite 205 Irvine, CA 92612 T 949.591.8150 While we have highlighted a few of the more unique jobs we have complet- ed in the previous pages, ALL assignments are considered significant to us. www.lrncnm/orangecounty While we are fortunate to have experience in a variety of unique valuation assignments, we also appraise the more traditional and straightforward properties as well. 8-Unit Apartment Building, Santa Monica Valuation of a recently constructed 8-unit apart- ment building in Santa Monica, CA for financing purposes. y ; Single Tenant industrial Building, Lake Forest Market study performed to determine market rent for a 13,061 SF single -tenant warehouse building in Lake Forest. Free-standing Restaurant Tustin, CA Valuation of a Mimi's restaurant in Tustin, CA for portfolio management purposes.. Single Family Residence Emerald Bay, Laguna Beach, CA While we do not appraise single family homes for lending purposes, we are asked to value residential homes for litigation, estate or eminent domain purposes. rrr, 12 FROPOSALTO CITY OF SANTA ANA. RFF zo 25D-206 ,�3 Client List Integra Realty Resources Count Orange County 2151 Michelson Drive Suite 205 Irvine, CA 92612 T 949.591.8150 Cities Attorneys & Law Firms Other Public Agencies and Related Consultants Anaheim Allen Matkins Bender Rosenthal, Inc. www.irr.com/orangemunty Bakersfield Atkinson, Andelson, Loya, Ruud&Roman California Department of Fish Baldwin Park Beck&Christian, LLP and Wildlife Cathedral Cdy Best Best & Krieger, LLP California Department of Glendale Barton Petrini, LLP Transportation (CALTRANS) Hawaiian Gardens Brobeck Phleger & Harrison California HighSpeedRail Authority Indian Wells Brawn Rudnick, LLP California Wildlife Conservation Board Inglewood Feld taw Group Epic Land Solutions, Inc. Irvine Fermzzo& Ferrrazn FOR Engineering, Inc. to Canada(Flintridge Gibson Dunn &Crutcher Housing Authorityoi San Bernardino Laguna Hills Hagen, O'Connell & Hval, LLP Housing Authority of the County of San take Forest Hart, King &Coldren Bernardino Los Angeles County John D. Miller, Esq. Irvine Ranch Water District Executive Office Kent G. Snyder, Esq Hollywood Community Housing Los Angeles Morrison & Foerster Corporation Moreno Valley Law0HicesofTheodarel. Foliani Los Angeles County Department of Newport Beach Law Offices of C. Tucker Cheadle Beaches & Harbors Orange County Loeb&Loeb Los Angeles County Metropolitan Orange Micron, Bubman & Nahmias, LLP Transportation Authority(METRD) Paramount Musick, Peeler & Garrett LLP Los Angeles Department of Pica Rivera Newmeyer&Dillon Water & Power [DWPI Pomona Nossaman, Guthner, Knox &Elliott Los Cerritos Wetlands Authority Redondo Beach O'Melvany& Myers, LLP Morongo Indian Tribe Rialto Ostendorf Tate Barnett, LLP Omnitrans Riverside Rogers & Harris Orange County Transportation San Oemente Rutan&Tucker Authority (OCTA) San Juan Capistrano Snell&Wilmer Overland, Pacific &Culver, LLC Santa Ana Turner & Williams Paragon Partners Ltd. Santa Barbara County Tuttle&Taylor Port of Long Beach Stanton Uriand, Morello, Dunn &Maynard Port of Los Angeles Tustin Varner & Brandt, LLP Riverside County Flood Central District Upland Voss, Cook &Thel Riverside County Transportation Yorba Linda Wilneq Narwitz & Kline Commission (RCLC) Westminster Winthrop Couchot San Bernardino County Transportation Wilson Turner Kosmo, LLP Authority -SBCEA Wolf, Firkin, Shapiro, Schulman San Bernardino County Economic & Rabkin, LLP Development Agency Woodruff, Spradlin & Smart Santa Gabriel Valley Water District Wright Kim Douglas Law Southern California Edison Company The Conservation Fund U.S. Postal Service Wildlife Conservation Board irr® 13 a PROPOSALTO CITY OF SANTA ANA, RFP a.; 25D-207 94 Client List Financial Institutions, Fund Managers and Related Entities Aldrich, Eastman & Walich Allstate Investment Funds AMB Institutional Realty Advisors AVIVACapital Management Bank of America BankAmerica Realty Investors Bank of California Bank of Montreal Bank of New York Bank of Newport Bank of the West Broadway Federal Bank California Bank &Trust California Department of Insurance California Plan for Church Finance California Republic Bank CaIPERS Cathay Bank Central Pacific Bank Chinatrust Bank Chino Valley Bank Church Development Furl Citigroup City National Bank Column Financial Comerira Bank Commercial Bank Competml Real Estate Copley Real Estate Advisors East West Bank Farmers& Merchants Bank Federal Deposit Insurance Corp. First Fidelity Bank First Foundation Bank First National Bank of Chicago Fuji Bank Golden State Bank Great West Life Hokkaido Takushoku Bank Holland Park Services Housing Capital Company IBM Retirement Fund ING Integon Life Insurance Invesco Realty Advisors Johnson Capital 1P Morgan Chase M Financial Institutions, Fund Managers and Related Entities (Cont.) La Salle Bank Corporation LACERA Uncoln N.C. Realty Fund McMahon Real Estate Advisors Morgan Stanley Mortgage and Realty Trust Nano Banc Nationwide Insurance Company Nations Bank North Carolina Dept. of Insurance NorthMarq Capital Orange County Credit Union Pacific First Mortgage Pacific Mercantile Bank Pacific Telesis Group Pacific Western Bank PCD/Sammis Industrial Fund Phoenix Mutual Plaza Bank PM Realty Advisors PNC Real Estate Finance Poppy Bank Preferred Bank ProAmerlm Bank P.P.M. America Prudential Mortgage Capital Co. RBC Builder Finance RREEF Funds Santa Clara Valley Bank Sanwa Business Credit Corp. Stanoorp Financial Group Sun LiFe Insurance Company Sunwest Bank TOW Realty Advisors TIAA The Boston Company The Private Bank of California Trammell Crow Co. Employees Umpqua Union Bank Universal Bank US Bank USF&G Realty Advisors Valley Republic Bank Wedbush Bank Wells Fargo Bank NA Wells Fargo Real Estate Fund WestCap Corporation PROPOSALTO CITY OF SANTA ANA, RFP 2C- Corporations & Development Companies Anaheim Mercedes ARCO Bentall Development Brandywine Development Business Properties, Inc. California Property Specialists Catellus Development Corp Catellus Residential Group CBRE Capital Markets, Inc. Century Life of America Carman Leigh Communities Del Webb Corporation Embassy Suite Hotels Equiva Services E,xon Corporation Fieldstone Development First Regional Capital Advisors Ford Motor Land Forecast Homes Gerald Hines Interests Golden West Equities Properties Granite Homes Greystone Homes Griffin/Related Properties Heller Real Estate Howard Hughes Properties Interstate Consolidated Industry Irvine Land Management Kaiser Development Company Koll Company Land Grant Development Landmark Hotels Low Income Investment Fund MacPherson Automotive Mark IV Properties McDonnell Douglas Realty Melia Homes Mercy House McGaw Inc. Paragon Homes Pepsi Bottling Co. Polygon Homes Public Storage Rite Aid Corporation Sakioka Farms Shell Oil Company Spectrum Land Services Tuttle Click Automotive Union Oil Company Union Pacific Realty USAA Real Estate Company 25D-208 Integra Realty Resources Orange County 2151 Michelson Drive Suite 205 Irvine, CA 92612 T 949.591.8150 www.hrincom/oriangecounty 95 Client List Mon-€+rafit Organizations Alhambra True Light Presbyterian Church First Presbyterian Church of San Gabriel less Ranch Community Church Less Angeles County YMCA Orange County YMCA Orange County Rescue Mission Roman Catholic Diocese of Orange County Southwest California Synod, ELCA School Districts and Educational Institutions Colton Joint Unified School District Huntington Beach Unified School District Los Angeles UnfiieciSchool District Redlands Unified School District San lacirrto Unified High School District Snowline Joint Unified School District Universityal'Southern California 15 PROPOSALTO CITY OF SANTA ANA, RFP 2o- 25D-209 Integra Realty Resources Orange County 2151 Michelson Drive Suite 205 Irvine, CA 92612 T 949.591.8150 www.i rccom/o rangecounty 96 Key Personnel Qualifications Integra Realty Resources Orange County 2151 Michelson Drive Suite 205 Irvine, C4 92612 1. Richard Donahue, MAI, FRICS T949.591.8150 Donahue, Senior Managing Director of Integra Realty Resources— Orange County, has provided real estate appraisal services in Southern California continuously since 1977. Mr. Donahue has previously held management positions www.1rr.com/orangecouMy, at Cashman & Wakefield, Grubb & Ellis/ Landauer, CRWilson & Associates and QMr. Landauer Associates. From 1992 to 1999, Mr. Donahue was a Principal in the firm of Schmitz, Rtach & Donahue before leaving to open Integra's original Orange County office. Mr. Donahue rejoined Integra to manage the office when Beth Firestone, Managing Director for and a principal of Integra Realty Resources —Los Angeles, acquired the former Kiley Company; a long-established and highly regarded valuation firm based in Orange County. Property types which he has appraised include off ex, buildings, shopping centers, industrial buildings, apartment and condominium complexes (including affordable housing projects), subdivisions, mobile home parks, hotels, motels, restaurants, healthcare properties, religious facilities, golf courses, car washes, schools and colleges, parking structures, tmnsrtbriented development projects, shipping terminals and other types of waterfront property, industrial, commercial and residential acreage, agricultural land, mountainous and hillside acreage, heachfront homes and utility and transportation corridors (in fee and as easements), designated open space, and single-family residences including beachfront homes and major estates. He holds a Bachelor of Arts in Historyfrom the California State Polytechnic University, Pomona. He is a past instructor of the Appraisal Institute's USPAP course and seminars, has provided murethan 30 years of volunteer service to the Appraisal Institute, and served as President of the Southern California Chapter of the Appraisal Institute and a member of the organization's National Board of Directors; serving on the Executive Committee and Chair of the Audit Committee. The southern California Chapter recently recognized Mr. Donahue with the Bert L Thornton Professional Service Award in recognition of "nwrny years of unselfish dedication to the Appruisd Institute and its professional goals and for exemplary conduct displayed during his professional coreer" . Mr. Donahue has given expert testimony in federal and superior courts. He also provides appraisal reviews and consultation services when needed. Beth B. Finestone, MAI, AI-GRS, FRICS, CRE Ms. Firestone, Managing Director for and a principal of Integra Realty Resources — ' Orange County has been with the firm since 2004 and has been appraising in Southern California since 1981. She has specialized in valuation and consulting services related to public agency and right-of-way clients and for major, investment - grade commercial properties, e.g., office, industrial, retail, mufti family, land, and special purpose properties, for over30years. Ms.Finestonealsohasexpertisein valuing large tracts of land for mitigation and other purposes, including conservation easements. Ms. Firestone previously held senior positions with Flnesrone & Associates and Cushman&Wakefield of California. At Finestone& Associates from 1996 through 2003, she specialized in real estate appraisal, valuation and consulting services with focus on preparation of appraisals for industrial,commercial, and special purpose properties. This Toms included consultation services, due diligence work, litigation support, and expert witness designation. At Cushman & Wakefield of California, Inc. from 1983 through 1996, Ms. Firestone was in the Orange County Appraisal Services Group, specializing in real estate valuation and consulting. Bythe end of her tenure, she was responsible for the management the Orange County Valuation Advisory Services Group, including preparation and review of appraisal reports, business development, consulting and litigation work management and coordination of multi -property assignmentsand national accounts, professional staff development, and supportstaff supervision. Ms. Finestone s services include a wide range of specialized studies including value diminution [from both internal and external influences], market demand, feasibility, severance damages and project benefits, investment analysis, assessment allocation, reuse analysis, and the valuation of partial interests including leasehold, leased fee, possessory interests, and minority interests. Shehasactedas irr a review appraiser for many public agency clients, such as Orange County Transportation Authority, 99 Orange County Unified School District, and the City of Ontario. 16 PRO POSAL TO CITY OF SANTA ANA, RFP 2C- 25D-210 97 Competitive Advantage Client Satisfaction Integra is committed to streamlining the management and delivery of assignments so our clients have confidence and direct contact with the appropriate individuals. 100% Valuation and Counseling Integra's personnel, resources, data and techniques are focused exclusively on valuaOon and counseling. We do not offerother conflicOng services, and we are independent and have only one interest in mind: The Client. 17 0 PROPOSALTO CITY OF SANTA ANA. RFP zo Industry Leasing Research Integra, through its proprietary database - Datapoint - provides in- depth analytics throughout the U5. This unrivaled database is compiled from more than 100,000 valuation assignments across multiple markets. Elite Professionals Integra has over 165 MAls and more than 30 CREs, more than any other company. With Integra, you get the broadest national coverage with over 60 offices throughout North America and over 900'best in class' valuers. 25D-211 Integra Realty Resources Orange County 2151 Michelson Dnve Suite 205 Irvine, CA 92612 T 949.591.8150 www.Irr.ccm/orangecounty Contact Us Integra Realty Resources Orange County 2151 Michelson Drive Suite 205 Irvine, CA 92612 T 949.591.8150 OmngeCounty@irr.com www. i rr.com/cm ngeco u my Integra Realty Resources Corporate Headquarters 7800 East Union Avenue Suite 400 Denver, CO 80237 T 212.575.2935 F 646.424.1869 info@irr.com www.irr.com m PROPOSALTO CITY OF SANTA ANA, RFP 2o- 25D-212 Integra Realty Resources Orange County 2151 Michelson Drive Suite 205 Irvine, CA 92612 T 949.591.8150 vwvvvw.irr.com/orangemuntV co- 9 Llirr J. Richard (Rick) Donahue, MAI Senior Managing Director Integra Realty Resources — Orange County Professional Expertise Mr. Donahue has been involved in the appraisal of real estate and business properties for over 35 years. Valuation and consulting assignments have encompassed a wide variety of purposes including right-of-way acquisition, tax dissolution, leased fee & leasehold interest, easements, and current value portfolio appraisals and reviews. Clients served include public agencies, developers, investors, banks, portfolio advisors, utility companies, attorneys, fund advisors, non-profit companies, and private parties. Mr. Donahue's experience includes appraisal, litigation support, portfolio valuations, investment analysis, condemnation consulting, due diligence investigation, lease -by -lease analysis, highest and best use studies, market studies, and feasibility analysis. Mr. Donahue is qualified as an expert witness in several Orange and L.A. County Courts. Memberships, Licenses, Professional Affiliations and Education - Appraisal Institute, Member (MAI), No. 7420 C Past Member of the National Board of Directors and Executive Committee o Past Chair of the Audit Committee a Past President of the Southern California Chapter • Former Instructor: USPAP and Al Business Ethics courses • IRAVA, Member • California State Certified General Real Estate Appraiser, License No. AGO08427 Other Accomplishments and Awards • Appraisal Institute: Mr. Donahue is the recipient of the Bert L. Thornton Award, given by the Southern California Chapter of the Appraisal Institute for Outstanding Service to the Appraisal Profession. MAJOR REAL ESTATE APPRAISAL AND CONSULTING ASSIGNMENTS California High Speed Rail Authority, Multiple Properties. Appraisal of multiple parcels in Fresno County for acquisition purposes in conjunction with the proposed High -Speed Rail Project. Also review of multiple appraisals of acreage to be acquired for mitigation and conservation easement purposes. a PROPOSALTO CITY OF SANTA ANA. RFP 2C 25D-213 ioa • Southern California Edison, Santa Barbara Reliability Project. Appraisal of fee acquisitions and overhead transmission line and footing easements for properties along existing 66kv sub - transmission facilities within existing and new utility right-of-way between the existing Santa Clara sub -station in Ventura County and the existing Carpinteria Substation in the city of Carpentaria in Santa Barbara County. Tejon Ranch. Valuation of compensation for the permanent easement for overhead transmission Danes and anchor strips along the west side of Castic Lake in Lebec. • SANBAG, Barton Road Project. Appraisal of multiple parcels in Grand Terrace in Riverside County for acquisition purposes in conjunction with the proposed Barton Road Widening Project. 1 215 Remnant Parcels. Appraisal of multiple parcels along Interstate 215 in San Bernardino for disposition purposes following completion of the 1-215 Widening Project. • Riverside County Transportation Commission (ROTC), 91 Freeway Corridor Improvement Project. Review of third -party appraisals involving full and partial acquisition of properties being acquired for widening of the 91 Freeway. • Nevada Department of Transportation (NDOT), Project NEON Interstate 15 Widening. Review of third -party appraisals prepared for this Las Vegas project on behalf of NDOT to insure compliance with Nevada Right -of -Way and LISPAP compliance. • City of BakersfieldlCaltrans, Centennial Corridor. Review of third -party appraisals involving full and partial acquisition of properties being acquired for construction of the Centennial Corridor in Bakersfield. • Los Angeles County, LAC+USC Medical Complex. Valuation of 1,499,175 SF medical complex in Los Angeles for bond financing purposes. LAC+MLK Hospital. Valuation of a 294,275 SF portion of the larger Martin Luther King Medical Complex for determination of market rent and bond financing. • Los Angeles County Department of Beaches and Harbors. Appraisal of multiple leased fee and leasehold improvements in Marina Del Rey for purposes of establishing ground rent payment on marina owned land and water. • Port of Los Angeles, Berth 400. Valuation of 500-acre berth in the Port of Los Angeles for ground rent renewal purposes. • Port of Long Beach, World Trade Center site. Valuation of a ground leased parcel for potential disposition purposes. Schuler Heim Bridge, valuation of aerial rights adjacent to Schuler Heim Bridge. • Los Angeles County Metropolitan Transportation Authority (LA METRO). Highway 710 Expansion. Performed a feasibility Pricing Analysis for possible expansion from Alhambra to Pasadena to determine potential acquisition costs to LA METRO. Wilshire Western Subway Access Site. Appraisal for acquisition of a subway portal and development site in Los Angeles, CA. Japanese Village. Valuation of sub -surface rights in conjunction with the Regional Connector Project. Westside Extension. Multiple appraisals including full acquisition and temporary construction easements for the extension of the subway system through the west side of Los Angeles. State of California Wildlife Conservation Board, Tejon Ranch. Valuation of 266,000 acres for conservation easement valuation. Bolsa Chica Lower Mesa. Appraisal for acquisition purposes of 114 acres of conservation land in Huntington Beach, CA. City of Newport Beach, Waterfront Encroachment Study. Pricing analysis to determine annual fees to property owners encroaching on waterfrontloceanfront parcels in the city of Newport Beach. NTEGRA REALTY RESOURCES - z ORANGE COUNTY �W Cps PROPOSALTO 101 CITY OF SANTA ANA. RFP 20-09=25D-21 4 Beth B. Finestone, MAI, AI-GRS, FRICS, CRE Experience Ms. Firestone, Executive Director and owner of Integra Realty Resources — Orange County (IRR — Orange County), opened the firm on August 1, 2019, by purchasing Elizabeth M. Kiley, Inc. dba Kiley Co. At IRR — OC Ms. Firestone is responsible for the day to day operations of the firm, including all financial aspects of the Company, as well as staff development, quality control and business development. Ms. Firestone prepares appraisal reports on properties with complex valuation issues and acts a s a consultant for many of her long-term clients. Ms. Firestone is also the Managing Director for Integra Realty Resources — Loa Angeles (IRR — Los Angeles), a separately owned and operated company from IRR — OC. Ms. Firestone has been an appraiser with IRR — Los Angeles since 2004 and has been appraising in Southern California since 1981. She has specialized in valuation and consulting services related to public agency clients and for major, investmentgradecommercial properties, e.g., office, industrial, retail, multifamily, land, and special purpose properties, for over 35 years. Ms. Firestone has also been very active isthe appraisal of land, both entitled and unentitled. She has been involved in the appraisal of open space land, land for mitigation purposes and valuing various types of land forconservation easement purposes. Ms. Firestone was the past president in 2019 for the Southern California Chapter of the Appraisal Institute (SCCAI), the largest Appraisal Institute chapter in the United States. She also holds the AI-GRS designation of the Appraisal Institute. In addition, she is a fellow of the RICS {past board member) and is also a member of the CRE and of the IRWA. She has been honored locally for her professional accomplishments. In May 2009, she was a fos Angeles Business Journal nominee for Executive of the Year —Women Makinga Difference. In October2o06 Ms. Firestone was honored as one of Real Estate Southern California's 2006 Women of Influence for contributions to commercial real estate and devotion to community enrichment. Ms. Firestone's clients include public agencies, right of way firms, lenders, institutional investors, major corporations, law firms, and individual property owners. Her services include a wide range of specialized studies including value diminution (from both internal and external influences), market demand, feasibility, severance damages and project benefits, investment analysis, assessment allocation, reuse analysis, and the valuation of partial interests including leasehold, leased fee, possessory interests, and minority interests. Professional Activities Member: Appraisal Institute (MAI No. 7973) Designation: Appraisal Institute —General Review Specialist (AI-GRS) Fellow: Royal Institution of Chartered Surveyors (FRICS No. 12595381 Member: The Counselors of Real Estate (CRE No. 13907) Member: International Right of Way Association License: California State Certified General Real Estate Appraiser No. AG004030 ExpertTestimony Ms. Firestone is qualified as an expert witness in real estate matters and has testified before: • Superior Courts: Los Angeles and Orange Counties • Arbitration Hearings: Los Angeles County • Tax Appeal Boards: Los Angeles and San Diego Counties Education M.B.A., Pepperdine University B.S., Kinesiology, University of California, Los Angeles Ms. Firestone is currently certified by the Appraisal Institute's program of continuing education for its designated members. She has successfully completed multiple coursesand other requirements of the MAI designation through the Appraisal Institute and American Institute of Real Estate Appraisers. bfinestoneigirr.com — 949-591-8150 go PROPOSALTO CITY DF SANTA ANA, RFP 2C 25D-215 Integra Realty Resources Orange County 2151 Michelson Drive Suite 205 Irvine, CA 92612 T 949-591-8150 www.irr.com/orangecounty Sot a CALIFORNIA UNIFIED CERTIFICATION PROGRAM (CUCP) DEPARTMENT OF TRANSPORTATION OFFICE OF BUSINESS AND ECONOMIC OPPORTUNITY 1823 141h STREET SACRAMENTO, CA 95611 Phone: 916) 324-1700 FAX: 19161324-1662 TTY': 711 December 6, 2019 Beth Finesione Elizabeth M, Kiley, Inc. DBA Integra Realty Resources -Orange County 2151 Michelson Drive, Suite #502 Irvine, CA 92612 Fi1rn ID: 47599 Sublect. Disadvantaged Business Enterprise IDBE) Certification Approval Dear Ms, Flnestore: I am pleased to advise you that after careful review of your application and supporting documentation, the California Department of Transportation (Caltrans) has determined that your firm meets the eligibility standards to be certified as c Disadvantaged Business Enterprise (DBE} as required under the U.S. Department of Transportation's Code of Regulation 49 CFR Part 26, as amended. This certification is also recognized by all USDOT agencies in Califomia. Your firm will be listed in the California Unified Certification Program (CUCP) database of certified DBEs under the following specific areas( of expertise that you have identified on the NAICS Codes form of the application package: NAICS Category Codes Descrlptlon _ 531320 1 Offices of Real Estate Appraisers Work Category Codes Descrlptlon H6531 Real Estate Appraisers and Brokers PROPOSALTO CITY DF SANTA ANA, RFP 2C 2501-216 103 Ms. Beth Rnesfone December 6, 2019 Page 2 Firm ID: 47599 Your DBE certification applies only for the above code(s)_ You may review your firm's information in the CUCP DBE database which can be accessed at Caltrans' website at www.dot.ca.aov/ho/beo/find certified.htm. Any oddltions and revisions must be submitted to Coltrans for review and approval. In order to assure continuing DBE status, you must submit a No Change Declaration form (which will be sent to you), along with supporting documentation. Based on your annual submission that no change in ownership and control has occurred, or if changes have occurred, they do not affect your firm's DBE standing, the DBE certification of your firm will continue until or unless it is removed by our agency. Also, should any changes occur that could affect your certification status prior to receipt of the No Change Declaration, such as changes in your firm's name, business/mailing address, ownership, management or control, ortailure to meet the applicable business size standards or personal net worth standard, please notify is immediately. Failure to submit forms and/or change of information will be deemed a failure to cooperate under Section 26.109 of the Regulations. Caltrans reserves the right to withdraw this cerlification if at any time it is determined that it was knowingly obtained by false, misleading, or incorrect information. DBE certification is subject to review at any time. the firm thereby consents to the examination of its books, records, and documents by Caltrom. For information on DBE contracting opportunities, please visit our website at http:/lwww.dot.ca.aovlhalest/oef. Congratulations, and thank you for your interest in the DBE Program. I wish you every business success and look forward to hearing from you if I may be of any assistance to you in this regard. Sincerely, /4/-� MARYLEE MIGLINO Office Chief Certification Branch PRO POSAL TO CITY OF SANTA ANA, RFP zo- 25D-217 �4✓C0�"e a Skip to Main Content Back To Query Form (I icenseForm.htm) Search Returned 1 Records Thu Jan 09 16:17:20 PST 2020 Query Criteria Certification Types: DBE Finn ID: 47599 Firm ID 47599 DIiA Name INTEGRA REALTY RESOURCES ORANGE COUNTY Firm Name ELIZABETH M_ KILFY INC_ Address Lines 2151 MICHELSON DR_ SUITE 205 Address Line2 City IRVINE state CA Zip Codes 92612 Zip Code2 Mailing Address Lines Mailing Address Line2 Mailing City Mailing State Mailing Zip Codes Mailing Zip Code2 Certification DBE Type EMail bfinestone@irrcom Contact Name BETH B_ FINESTONE Area Code 714 Phone Number 665-6515 Extension Alt Area Code 818 Alt Phone 451 -9261 Number Extension Fax Area Code Fax Phone Number Agency Name DEPARTMENT OF TRANSPORTATION Courdies 19, 30; 33; 36; 37; Districts 07, 08, 11; 12, FROPOSALTO CITY OF SANTA ANA. RFP 20-09125D-21 Q V soy a DBE NAICS 531320, ACDBE NAICS Work Codes H6531 REAL ESTATE APPRAISERS & BROKERS, Licenses REA Real Estate Appraiser, Trucks Gender F Ethnicity CAUCASIAN Firm Type DBE PROPOSALTO CITY OF SANTA ANA. RFP zC 25D-219 Los Angles Coml, One Galway Plaza 213.922.2000 Tel Metropolitan Transportalion Authority Los Angles, CA 9oor2-ay5x rnetro.act Metro December 2, 2019 Ms Beth Finestone Elizabeth M. Kiley Inc. DBA Kiley Company 2151 MICHELSON DR. #205 IRVINE, CA 92612 Subject: Small Business Entemrise Certification Dear Ms Beth Firestone: Metro File 48461 We are pleased to advise you that after careful review of your application and supporting documentation, the Los Angeles County Metropolitan Transportation Authority (Metro) has determined that your firm meets the eligibility standards to be certified as a Small Business Enterprise (SEE) as required under Metro's SBE Program. Your firm will be listed in Metro's SHE database of certified SBEs under the following specific areas of expertise: NAICS 531320: OFFICES OF REAL ESTATE APPRAISERS NAICS 541199, ALL OTHER LEGAL SERVICES NAICS 541990: ALL OTHER PROFESSIONAL, SCIENTTFIC, AND TECHNICAL SERVICES Yom SBE certification is valid for five years from the date of this letter and applies only for the above NAICS code(s). Any additions and revisions most be submitted to Metro for review and approval. In order to ensure your continuing SHE status, you are required to submit an annual update along with supporting documentation. If no chs:nges are noted, then yam SHE status ruins current. If there are changes, Metro will review to determine continued SHE eligibility. Please note, your SBE status remains in effect unless Metm notifies you otherwise. After the five-year certification period, your entire file will be reviewed in order to ascertain continued SHE certification status. You will be notified of the pending SBE status review and any documentation updates necessary prior to the expiration date. Also, should any changes occur that could affect yam certification status prior to receipt of the annual update application, such as changes in your firm's name, business/mailing address, ownership, management or control, or failure to meet the applicable business size standards or personal net worth standard, please notify Metro immediately. Metro reserves the right to withdraw this certification if at any time it is determined that it was knowingly obtained by false, misleading, or incorrect information Your- SBE certification is subject to review at any time. The firm thereby consents to the examination of its books, records, and documents by Metro. Congratulations, and thank you for yam interest in Metm's SBE Program. Should you have any questioms, please contact us at (213) 922-2600. For information on Metro contracting opportunities, please visit our website at www metromet Sincerely, Shirley Wong Principal Certification Officer Diversity & Economic Opportunity Department PROPOSALTO CITY OF SANTA ANA, RFP zC- �.aaMe 25D-220 Sol 25D-221 Certificate to the Clearinghouse at (800) 359-7998 in Los Angeles. VON: 7EN00025 DETERMINATION DATE: March 26, 20I9 gnu cp�,A PROPOSALTO ®� CITY OF SANTA ANA, RFP 2C- 25D-222 �4✓C0�"e HENNESSY & HENNESSY, LLC. APPRAISAL REVIEW SERVICES a Company Experience For more than 40 years, Hennessey & Hennessey's primary emphasis has been appraisal for eminent domain purposes for public agencies, specializing in appraising properties for negotiated acquisitions and litigation, Hennessey & Hennessey has a complete understanding of the process and complexity involved in eminent domain law. This ensures that our reports meet the requirements of the law and the guidelines of the review agency, and provide a useful tool with comprehensive information for the acquisition agent, particularly in cases of partial acquisitions. Hennessey & Hennessey has appraised properties for disposition purposes, budgetary estimates, market studies, negotiations, estate planning, franchise fee negotiations, and litigation matters, and has reviewed appraisals prepared by other firms for similar projects. Hennessey & Hennessey also has assisted in the preparation of right of way cost estimates for project study reports and has provided expert testimony in court cases. Our work includes appraising all types of real property — commercial, retail, office, mixed use, industrial, multi -family and single-family residential, agricultural, and special use properties, and vacant land. We also produce narrative appraisals for full and partial acquisitions of vacant and improved parcels along freeway, railroad, flood control and easement corridors. Many of our appraisals are for multiple -parcel right of way projects. With this background of varied appraisal experience and knowledge of appraisal review requirements in accordance with USPAP and federal requirements, Hennessey & Hennessey is well qualified to review appraisals. We have completed hundreds of appraisal reviews similar in nature and complexity to the appraisal assignments listed above. To document our ability to perform the types of assignments to be completed under the proposed contract and the expertise of our staff and subcontractors, brief descriptions of previously completed appraisals and appraisal reviews are presented below. The key personnel responsible for the completion of these projects will be performing the services to be assigned under the proposed contract. Appraisal Review Experience • San Gabriel Valley Council of Governments - Montebello Grade Separation Project - 2018- current. Reviewed more than 30 appraisals to determine their accuracy and compliance with state and federal guidelines. Key Personnel: Sharon A. Hennessey, MAI, SRNVA, AI-GRS; Susan D. Taylor; and Joseph S. Montano • 1-10 Improvement Project. - 2018- current. Reviewed more than 200 appraisals to determine their accuracy and compliance with state and federal guidelines. Key Personnel:: Sharon A. Hennessey, MAI, SR/WA, AI-GRS; Susan D. Taylor; and Joseph S. Montano • 1-405 Improvement Project - 2016- current. Reviewed more than 300 appraisals to determine their accuracy and compliance with state and federal guidelines. Key Personnel: Sharon A. Hennessey, MAI, SRNVA, AI-GRS; Susan D. Taylor; and Joseph S. Montano • Redlands Passenger Rail Project - 2017- 2019. Reviewed ±40 appraisals to determine their accuracy and compliance with state and federal guidelines. Key Personnel: Sharon A. Hennessey, MAI, SRNVA, AI-GRS; Susan D. Taylor; and Joseph S. Montano PROPOSALTO CITY OF SANTA ANA, RFP zo- 25D-224 Sii a • 1-215 - Placentia Avenue Interchange Project - 2017- current. Reviewed 6 appraisals to determine their accuracy and compliance with state and federal guidelines. Key Personnel.: Sharon A. Hennessey, MAI, SRNVA, AI-GRS; Susan D. Taylor; and Joseph S. Montano • 91 - Corridor Improvement Project - 2011-2014. Appraised or reviewed appraisals prepared by other firms for more than 120 properties. The appraisals included full and partial acquisitions of single- and multi -family residences, railroad and Flood control corridors, industrial office and commercial buildings, service stations, and vacant land. Key Personnel: Sharon A. Hennessey, MAI, SRNVA, AI-GRS; Susan D. Taylor; and Joseph S. Montano • 1-215 Barton Road Interchange Improvement Project - 2015. Reviewed 40 appraisals to determine their accuracy and compliance with state and federal guidelines. Key Personnel: Sharon A. Hennessey, MAI, SRNVA, AI-GRS; Susan D. Taylor; and Joseph S. Montano • 1-15/1-215 Devore junction/Goods Movement Improvement Project - 2012-2014. Reviewed 62 appraisals prepared by other firms to determine their accuracy and compliance with state and federal guidelines. The property types included open space, horse stables, residential, industrial, commercial, and railroad and Flood control corridors. Key Personnel: Sharon A. Hennessey, MAI, SRAVA, AI-GRS; Barbara L. Zachry, MAI; and Joseph S. Montano 4. Staff Sharon A. Hennessey, MAI, SR/WA, AI-GRS Proposed position: Project Manager/Senior Appraiser; valuation analysis and expert witness testimony Sharon A. Hennessey shall act as Project Manager under the proposed agreement Ms. Hennessey has more than 30 years of experience appraising real property with an emphasis on eminent domain and litigation appraisals. Her work has included appraisals of all types of real estate, including industrial, commercial, retail, office, mixed use, and residential properties, as well as unimproved land, for full and partial acquisitions for right of way purposes. Ms. Hennessey has appraised properties for right of way projects for the cities of Anaheim, Lake Forest, Ontario, Riverside, Santa Ana, and Upland. She has also completed appraisal assignments for the Riverside County Transportation Commission, the Orange County Transportation Authority, the Eastern Foothills Transportation Corridor Agencies, and water and school districts, as well as property and right of way acquisition and engineering firms. Ms. Hennessey is qualified as an expert witness in the Superior Court of Orange County. She holds MAI and AI-GRS designations from the Appraisal Institute and the SR/WA designation from the International Right of Way Association. She is a California Certified General Real Estate Appraiser (No. AG003323). Ms. Hennessey is a Senior Member, a Past President, and a former member of the Board of Directors of the International Right of Way Association. She holds a Bachelor of Arts degree from the University of California at Berkeley. In addition to performing the necessary valuation tasks and report preparation, Ms. Hennessey will be the designated Project Manager and Primary Contact for all assignments under this wntracL She will have full management, scheduling, and financial responsibility for performance of the assigned projects. She has a thorough understanding of the complexities of these types of projects and the importance of building and maintaining rapport and a cooperative working relationship with all agencies involved. PROPOSALTO CITY OF SANTA ANA, RFP zo- 25D-225 112 go Joseph S. Montano Proposed position: Administrative Assistant, research, data collection, fieldwork Mr. Montano joined Hennessey & Hennessey in 1999. He has assisted in appraising properties for right of way projects in the cities of Anaheim, Garden Grove, Lake Forest, Riverside, and Santa Ana, as well as for the Riverside County Transportation Commission, the Orange County Transportation Authority, and water and school districts. He will provide data collection and field work services for assignments under this contract. 5. References City of Anaheim Mr. Randy Saldana Development Services 200 S. Anaheim Blvd, Suite 276 Anaheim, CA 92805 (714)765-5186 Project function: Real Property Orange County Transportation Authority Mr. William Mock 550 S. Main Street P.O. Box 14184 Orange, CA 92863 (714)560-575B Project function: Project Manager Riverside County Transportation Commission Ms. Gina Gallagher Project Manager P.O. Box 12008 Riverside, CA 92502 (951) 787-7141 Project function: Project Manager Overland, Pacific & Cutler, Inc. Mr. Brian Everett President & CEO 3750 Schaufele Avenue, Suite 1 So Long Beach, CA 92808 (562) 304-2000 Project function: President & CEO PROPOSALTO CITY OF SANTA ANA, RFP zo- 25D-226 Pnnted on. go 1512017 10 01 29 AM To YCAry most Current eert fiCA110n Slatus go to 111ps Ilwww. raleproCUre Ca gov Office of Srra I Business & DVBE Services Certification ID: 1769942 Legal Business Name: HENNESSEY & HENNESSEY Doing Business As PBA) Name 1: HENNFSSEY & HENNESSEY Doing Business As {DHA} Name 2: Address: 17602 171h Street Suite 102-246 TUSTIN CA 92780-7515 Certification Type 384%cro1 a Email Address. tlhltc@ca rF_Com Business Web Page Business Phone Number, 7141730-0744 Business Fax Number: 7141736 i1221 Business Types: ServrcP Status Frorn Apprnred OW1472017 To 09,3012019 Slay mlormed! KEEP YOUR CERT.; lQATIQN PRO;:ILL UPWOEL)1 -LOG IN at CaleProcure CA GflY Opies.hons? Lmai 0SIJSH1-LPaj& A Q] Call OSDS Main Number 916-375AW i0l 3rd Street, 1-1400. West Sacramento, CA 9%05 PROPOSALTO CITY OF SANTA ANA. RFP a.: 2501-227 CALIFORNIA UNIFIED CERTIFICATION PROGRAM DISADVANTAGED BUSINESS ENTERPRISE CERTIFICATE HF.N11iFSSEV & HENNESSYV LLC 116M 17rH8E. SUM 102. BOX 246 TUSM CA 92780 lt..arr. SHARON A. HENtiE5SE5' Suoisen Arorre rr I M11TCR h.14DILFn P ARTN2 RSHIP Thu mrMale arinaaArdgv that said firm Is appeared 6l lAr Csitfoenla I'a1Drd Callf.adn 7vegram (CI'CP)as a Dludraao8rolBudnen Ennrprtu IDRE) as defined rr the ILS. Dtp.nrtrat of Tran4 onailab (DOT7CER 69 No It, a may ht aaw=rd W. rae tin M119+dbg KAIc%ra4ac AILS Codrf.l .indiraad SIHML PNAICS end. `11" Ofr at Neal FS". Appratrr: Mork htepsr. foam 116511 RPAL EST,%TE APPA AL:EPC i HItf1KFR5 CERTIPTIMIZAGEICY: L'CPFim Namhe- 1.0 4 S.EPARTWNT OTTRANSPORTATION 1123 I4TH STTJIP f, MS Ito SACRANENTD,CA 959100000 ('t16) MAAM t OFT'- LP — - I...IteI. ..A.rl.dn a. pn...t....d.d..v . h.I e61 1s Me L mk. a r.1.6. .F. .l W.. wue wwEl.r, nadr.,' t, -A 1 tPur.auue.w...n w.e..... naPlro..no.A t..16 Pr., 2..M 1, a PRO POSAL TO CITY OF SANTA ANA, RFP 2C- 25D-228 HENNESSEY & HENNESSEY LLC A Wifomia Lifted Liability Company Neil Pirate App.a. 17602 I7b Shret,Soite 102-2d6. Tmtin, Cdrfnmia 92750-7915 (710 M3 7". 1. (714) 730.0321 e-md: h68c®-.rr.® Sh.. A. H®neceet, MU, SR/WA, Al-GRS c tiGed Gmail Rcd auu Appraiser MAI Deai,.ubd MemNernflhe Appraisal rm me ln-p6 A. Henn®ser, SWW A (IRS-W16) A1{,RS D.i,..A M.1,e.f11. Appr Il.utilebe Seoio<Mem6a, Irmeai .] Riftof Wry /wocutioo Senior Member. I¢ternatin.nl P4ht ofw"Aasouation Qualifications of Sharon A. Hennessey, MAI, SR/WA, AI-GRS Experience 1984 to Hennessey & Hennessey LLC, Independent Fee Appraiser - Appraise vacant land, present commercial, industrial, residential, rights of way, and special purpose properties for governmental agencies, corporations, law firms, and private parties. License Certified General Real Estate Appraiser, State of California License No. AG 003323 Expert Witness Qualified as an expert witness in the Orange County Superior Court Professional MAI Designated Member of the Appraisal Institute, Certificate No. 11108 Affiliations AI-GRS Designated Member of the Appraisal Institute Senior Member ofthe International Right of Way Association, Registration Number 3975 President of Chapter 67 International Right of Way Association, 1990 International Director of Chapter 67, International Right of Way Association, 1991 Membership Chairman, International Right of Way Association, 1992 and 1993 Hospitality Chairman, Southern California Chapter Appraisal Institute, 1993 and 1994, 1995, 1996, and 1997 Co -Education Chairman, Southern California Chapter Appraisal Institute, 1998, 1999, 2000, 2001 Education Bachelor of Arts - University of Califurn ia, Berkeley Partial List of Continuing Education: Appraisal Institute USPAP - 1986, 1993, 2000, 20G4, 2006, 2008, Highest & Best Use and Market Analysis - 2012, 2010, 2014 1996 Business Practice and Ethics - 2011, 2015 Advanced Applications - 1996 Federal and California Statutory and Regulatory The Appraisers Complete Review - 1996 LAW - 2015 Advanced Income Capitalization - 1993 Review Theory - General -2014 Report Writing and Valuation Analysis - Complex Litigation Case Studies - 2013 1989 Litigation Appraising: Specialized Topics and Case Studies in Real Estate Valuation - Applications -2013 1988 The Appraiser as an Expert Witness - 2000, 2013 Capitalization Theory & Techniques, Valuation of Detrimental Conditions - 2011 Parts A and B - 1987 Appraisal Curriculum Overview -2010 Real Estate Appraisal Principles - 1985 Hotel/Motel Valuation - 1997 Basic Valuation Procedures - 1985 International Right of Way Association 403 Easement Valuation - 1990, 2013 101 Principles of Real Estate Acquisition - 104 Standards of Practiceforthe Rightof Way 1989 Professional - 2012 401 Appraisal of Partial Acquisitions - 103 Ethics and the Rightof Way Profession - 1992, 1988 2004, 2008 901 Interpreting Engineering Drawings - 206 Presentation Skills - 1992 1936 203 Communications in RE Acquisition - 1991 902 Property Descriptions - 1986 214 Skills of ExpertTestimony - 1990 801 Land Titles - 1986 00 PRO POSAL TO CITY DF SANTA ANA, RFP 2C- 25D-229 116 City of Santa Ana • Warner Avenue Widening Project (Main Street to Grand Ave). Appraised 6 partial acquisitions consisting of industrial and commercial properties. Year completed: 2020. Client: City of Anaheim; Kenny Nguyen, Senior Civil Engineer; phone: (714) 647-5600 22 Remnant Parcels. Appraised 22 parcels excess to the City's needs to establish their market value for disposition purposes. Year completed: 2019. Client: City of Santa Ana; Sean Thomas, Senior Civil Engineer; phone: (714) 647-56SS City of Anaheim • Lincoln Avenue Widening Project (East Street to Evergreen Street). Appraised 12 partial acquisitions consisting of single-family, multi -family, and commercial properties, and a school site. Year completed: currently in progress. Client: City of Anaheim; Rudy Emami, Public Works Director; phone: (714) 765-4311 • ±6,745-Square-Foot Portion of City -Owned Land. Appraised a parcel of land excess to the City's needs for disposition purposes. Year completed: 2019. Client: City of Anaheim; Randy Saldana, Development Services - Real Property; phone: (714) 765-5186 • Street Easement Abandonment. Appraised a portion of a public street under consideration to be abandoned by the City of Anaheim for disposition purposes. Year completed: 2019. Client: City of Anaheim; Randy Saldana, Development Services - Real Property; phone: (714) 765-5186 • ±20,00D-Square-Foot Portion of OCFCD-Owned Land. Appraised a remnant parcel of Orange County Flood Control District land that the District proposes to sell to the City. Year completed: 2019. Client: City of Anaheim; Randy Saldana, Development Services - Real Property; phone: (714) 765-5186 State College Boulevard and La Palma Avenue Intersection Improvement Project. Appraised 6 partial acquisitions of commercial properties as required by the project. Year completed: 2017. Client: City of Anaheim; Rudy Emami, Public Works Director; phone: (714) 765-4311 • South Street Sidewalk Gap Closure Project. Appraised 4 partial acquisitions of 3 industrial properties and 1 residential triplex as required by the project. Year completed: 2016. Client: City of Anaheim; Rudy Emami, Public Works Director; phone: (714) 765-4311 Orange County Transportation Authority (OCTA) • SR-55Improvement Project. Appraised 15 properties for freewaywidening purposes. The appraisals included full and partial acquisitions of industrial, office and commercial buildings, a hotel, and vacant land. Year completed: 2020. Client: OCTA, Daniela Borbe, Project Manager; phone: (562) 755-4297 1510-1520 W. Lincoln Avenue, Anaheim. Appraised commercial land for decision -making purposes. Year completed: 2018. Client: OCTA; William Mock, Project Manager; phone: (714) 560-5758 �w cry ' PROPOSALTO CITY OF SANTA ANA. RFP 2C-°-�,25D-230 ti Placentia Avenue Grade Separation Excess Land. Appraised 3 commercial land parcels for potential disposition as excess land. Year completed: 2018. Client: OCTA; William Mock, Project Manager; phone: (714) 560-5758 Avenida Pico, San Clemente, 1-5 HOV Widening. Appraised 10 properti'es, including a post office, service stations, a fast food restaurant, 2 churches, a duplex, and residential land for road widening purposes. Year completed: 2014. Client: OCTA; Delia Ramirez, Project Manager, phone: (714) 560-5492 HDR Engineering • San Gabriel Valley Council of Governments Montebello Grade Separation Project. Reviewed t14 appraisals to determine their accuracy and compliance with state and federal guidelines. Year completed: currently in progress. Client: HDR; Timothy Green, Project Manager; phone: (951) 320-7300 Redlands Passenger Rail Project. Reviewed ±40 appraisals to determine their accuracy and compliance with state and federal guidelines. Year completed: 2019. Client: HDR; Timothy Green, Project Manager; phone: (951) 320-7300 Riverside County Transportation Commission (RCTC) • 1-215- Placentia Avenue Interchange Project. Reviewed 6appraisals to determine their accuracy and compliance with state and federal guidelines. Year completed: 2020. Client: RCTC, Gina Gallagher, Project Manager; phone: (951) 787-7968 SR-91 Corridor Improvement Project. Appraised or reviewed appraisals prepared by other firms for more than 120 properties. The appraisals included full and partial acquisitions of single-family and multi -family residences; railroad and flood control corridors; industrial, office, and commercial buildings; service stations; and vacant land. Year completed: 2014. Client: RCTC, Gina Gallagher, Project Manager; phone: (951) 787-7968 Overland, Pacific & Cutler LLC 1-10Improvement Project. Reviewed 209 appraisals to determine their accuracy and compliance with state and federal guidelines. Year completed: 2019. Client: Overland, Pacific & Cutler LLC, Ramie Dawit, Project Manager; phone: (951)683-2353 I-405 Improvement Project. Reviewed more than 350 appraisals to determine their accuracy and compliance with state and federal guidelines. Year completed: 2019. Client: Overland, Pacific & Cutler LLC, Daniela Borbe, Project Manager; phone: (949) 951-5263 PROPOSALTO CITY OF SANTA ANA. RFP 20-09125D-231 II® go Approach to Scope of Work for Appraisal Review Services 1. Discuss the assignment with the appraiser and city if necessary, to gain an understanding of the appraisal problem, including identifying the real estate and real property rights to be valued, any potential legal issues, other assumptions and limiting conditions, the intended use and user, and the definition of fair market value. If any legal issues exist, the review appraiser will request a legal opinion from the city's legal counsel. 2. Conduct a field investigation of the subject property with the appraiser if practical. If not practical, the field investigation will be conducted independently. Verify planning and zoning designations with the city, and tax information with the county taxing authority. 3. Read the entire appraisal. Fact check the subject property information and the comparable sales data. For full acquisitions, review the analysis of the fair market value. In regard to partial acquisitions, review the value of the larger parcel and the analysis of the part acquired, with specific attention to any damage and/or benefits that may accrue to the remainder by reason of the acquisition and construction of the project in the manner proposed. The appraisal will be examined to assure that it meets applicable appraisal requirements. Request changes and/or corrections from the appraiser, if required. 4. The appraisal review report will be based on nationally recognized appraisal standards and techniques, including those established by the Uniform Standards of Professional Appraisal Practice (USPAP) and the Uniform Appraisal Standards for Federal Land Acquisition. The appraisal review shall comply with the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, as amended, and implemented by 49 CFR Part 24; Chapter 16, of Title t, Division 7 of the California Government Code, the State of California Relocation Assistance and Real Property Acquisition Guidelines (Title 25, California Code of Regulations Ch 6, Art 1, Section 6000 et seq.); and the California Eminent Domain Law, Code of Civil Procedure section 1230.010 et seq., when applicable. S. If the appraisal report cannot be recommended, discuss with the city the possibility of obtaining an additional appraisal. When necessary, the review appraiser will develop our own opinion of recommended value with documentation. 6. The appraisal review report will include a signed certification of the recommended value of the property that explains the basis for the recommendation. Any damages or benefits to the remainder will be identified in the statement. 7. Provide the appraisal review report electronically to the client. PRO POSAL TO CITY OF SANTA ANA, RFP zo- 2501-232 DESMOND MARCELLO & AMSTER (DMA) GOODWILL APPRAISAL SERVICES + FURNITURE, FIXTURES, MACHINERY AND EQUIPMENT APPRAISAL SERVICES (FF&E) FIRM PROFILE Since 1968, DM&A has provided clients in both the public and private sectors with expertise in the valuation of closely -held businesses, professional practices, and tangible and intangible assets, such as furniture, fixtures, machinery and equipment (FFM&E), and goodwill. DM&A has completed thousands of goodwill loss appraisals under the Goodwill Loss Statute, § 1263.510 of the California Eminent Domain Law, for both government agencies and private parties. The valuation analysts at DM&A work in conjunction with condemning agencies, business owners, attorneys, relocation agents, acquisition agents, developers, FFM&E appraisers, and real estate appraisers to provide defensible goodwill loss opinions. Since the enactment of the California Eminent Domain Law of 1976, DM&A has been a leader in providing litigation support for goodwill loss condemnation cases. DM&A has vast experience with the loss of goodwill, and FFM&E appraisal aspects of right-of-way issues for public works projects. FFM&E appraisal has been an integral part of DM&A's services for over 20 years. Our capability for valuation of assets under § 1263.205 of the California Code of Civil Procedure reflects the depth of our experience with the statute and breadth of the industry knowledge. DM&A's Goodwill Valuation Department consists of six appraisers. The FFM&E Department consists of a dedicated project manager and a sub -consultant who has worked with DM&A for many years. This multi -disciplinary capability enables DM&A to address complex valuation issues involving both appraisal disciplines. The size of our professional staff also enables DM&A to accommodate large projects and tight deadlines. DM&A has the capability and flexibility to adjust to projects ranging from emergency turnaround status to extremely complex in nature. Our collaborative business approach allows DM&A to have a level of quality control and responsiveness that is unique in our market. DM&A can assist clients in various phases of a project, from early planning through final resolution in court proceedings. Major categories of services include budgetary estimates, comprehensive appraisals for eminent domain proceedings, review of reports, and litigation support, including expert testimony. DM&A's appraisers have testified at deposition and at trial on many occasions, with our experts having been involved in most of the published cases involving loss of business goodwill. DM&A's approach to the appraisal process is thorough, collaborative, and professional. Our appraisers recognize the importance of a detailed approach to any assignment, and are cognizant of our role as representing our clients. Our professionals have extensive experience in interviewing business owners, and make efforts to address their concerns and needs. DM&A has bilingual professionals to interface with business owners speaking Spanish. DM&A's qualifications are the result of experience gained in the preparation of thousands of appraisals of tangible and intangible assets in a wide range of industries and business types. In addition, each staff member has extensive experience in the eminent domain and property acquisition process, and detailed understanding of relevant statutory and case law. DM&A's appraisal reports fully comply with the Uniform Standards of Professional Appraisal Practice (USPAP) and applicable regulatory and professional procedures. Our appraisers have completed coursework on USPAP and regularly attend seminars/webinars to keep up to date on USPAP and industry PROPOSALTO Q 221 CITY OF SANTA ANA, RFP 2C 25D-244 DM&A Project Experience Appraisal assignments: Budget Mini Storage (Goodwill and FFM&E)— 1997 Burger Delight (Goodwill and FFM&E)-1997 MAS Auto & Truck Repair (Goodwill and FFM&E) — 1997 Diamond Camshaft (FFM&E)—2000-2001 Metro Market (FFM&E) — 2000-2001 Hacienda Bar (FFM&E) — 2000-2001 Empire Records & Graphics (FFM&E)— 2000-2001 Liberia Hispanico Americano (FFM&E) — 2000-2001 Low Frequency (FFM&E) — 2000-2001 Three Deuces Bar (FFM&E) — 2000-2001 You Name It Printing (FFM&E) — 2000-2001 Easy Cellular (FFM&E)-2000-2001 North American Computer School (FFM&E) — 2000-2001 Principles of Faith Church (FFM&E) —2001 Rancho Liquor (Goodwill and FFM&E) — 2004-2005 American Legion Fontana Post#262 (FFM&E)-2005 Pizza Hut (Goodwill and FFM&E)-2006 The Palms Mortuary (Goodwill and FFM&E)—2006-2008 Multiple Billboards (Goodwill and FFM&E)—2006-2007 Charley's Tastee Shop (FFM&E) — 2006 Appraisal assignments 13 FFM&E Appraisals - 2005-2006 PROPOSALTO CITY OF SANTA ANA, RFP 21: 25D-235 Recent Projects City of Ontario Bon View Avenue to Grove — Environmental Development Area Project Segment 2 2019-2020 FFM&E appraisal of three auto repair businesses, a church, a law office, and a medical office Riverside County Transportation Commission SR-91 Corridor Improvement Project 2011-2018 DM&A completed approximately 40 fixtures and equipment appraisals and 12 loss of goodwill appraisals pertaining to hotels, self -storage facilities, office buildings, beverage distribution center/warehouse, cabinetry store, mobile home park, sports bar, motorsports dealership, boat product store, property management company, equipment rental store, and various restaurants and retail operations. DM&A completed these appraisals during this phase for both full and partial acquisitions. DM&A's experts provided expert witness testimony at deposition and arbitration. San Bernardino County Transportation Authority 2019 Goodwill appraisals of a motel and a Denny's San Bernardino Unified School District Archibald Avenue Improvement Project 2020 Goodwill appraisal of a motel City of Rancho Cucamonga Etiwanda Avenue Grade Separation Project 2019 FFM&E and goodwill appraisal of a hydraulics company PROPOSALTO CITY OF SANTA ANA, RFP 21: 25D-236 TECHNICAL APPROACH - GOODWILL APPRAISAL SERVICES In performing business valuation/goodwill loss appraisal services to the City, DM&A will perform the necessary research, investigation, and analysis to provide written appraisal reports in compliance with the standards of the Uniform Standards of Professional Appraisal Practice (USPAP) as it pertains to business valuations. DM&A takes the following steps in the goodwill valuation process: • Communicate with the City management and/or representatives to ascertain the scope of the assignment and provide responsive proposals for each task order; • Communicate with the subject business and/or representatives to commence the data gathering process; • Review and analyze the financial statements of the subject business, including internal income statements and balance sheets as well as tax returns; • Interview the owners and/or managers of the subject business and/or a review of deposition transcripts. Such interviews/depositions are intended to provide DM&A with a thorough understanding of the business' products, operations, management, employees, marketing, competition, and industry, as well as an understanding of recent financial trends and outlook; • Conduct site and area inspections of both the subject location and the business' relocation site, if applicable; • Review leases and other contracts pertinent to the business' operations; • Coordinate with other professionals, such as fixtures and equipment appraisers, real estate appraisers, and relocation consultants, to avoid duplication of compensation; • Research the business' industry, economic factors affecting the business, and the marketplace for sales of businesses similar to the subject; • Advise relocation consultant regarding the suitability of potential relocation sites and consult on which site(s) will result in the least goodwill loss; • Investigate the impacts of the taking and/or of relocation, if applicable, on the business' revenues and profits in the "after" condition taking into consideration potential betterment; • Implement valuation methods, such as the Income Approach (i.e., Discounted Cash Flow Method, Capitalization of Cash Flow Method) and Market Approach (i.e., Discretionary Cash Flow Multiplier Method, EBITDA Multiplier Method), to determine the value of the business' goodwill in both the before condition and in the after condition. The selection of the appropriate methods depends on the nature of the business and its marketplace in light of DM&A's market research; • Prepare of a valuation report in compliance with USPAP and in accordance with California Code of Civil Procedure sections 1263.320 and 1263.510-1263.530 and California eminent domain law; • Attend any required meetings or conferences with the client regarding appraisal questions; • Provide expert testimony and litigation support, as required; and • Maintain files in accordance with USPAP. gnu cp�,q PROPOSALTO ®� CITY OF SANTA ANA, RFP 2C 25D-237 �4✓C0�"e 124 TECHNICAL APPROACH — FURNITURE, FIXTURES, MACIIINERY AND EQUIPMENT APPRAISAL SERVICES In providing furniture, fixtures, machinery and equipment appraisal services to City, DM&A will perform the necessary research, investigation, and analysis to provide written appraisal reports in compliance with the standards of the Uniform Standards of Professional Appraisal Practice (USPAP), California eminent domain law, California Code of Civil Procedures section 1230.010, the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, and Public Law 91-646 (the Uniform Act) as they pertain to furniture, fixtures, machinery and equipment valuations. Marcus Pigrom will serve as project manager. Enno Palm -Leis will assist as necessary. DM&A's work will encompass steps including, but not limited to, the following: • Communicate with the City management to ascertain the scope of the assignment and provide responsive proposals for each task order; • Coordinate with relocation agents, acquisition agents, and attorneys; • Prepare a complete inventory of the assets at the subject business location. This inventory includes make, model, and serial number (if applicable) of all items, a description of the assets as well as observation of their age, condition, method of installation, if any, and photographs; • Review any documentation pertaining to the assets provided by the business owner and/or manager, such as invoices, depreciation schedules, and construction contracts; • Interview business owners and/or managers; • Research the marketplace for each of the assets identified on -site. Such research includes reference to a variety of publications, as well as discussions with individuals knowledgeable about the market for the assets; • Coordinate with other appraisers to avoid duplication of compensation; • Apply valuation methods including the Market Approach and Cost Approach to the subject assets; • Prepare the appraisal report for submission, including replacement cost new, depreciated value and salvage value in place; • Maintain files in accordance with USPAP; and • Provide expert testimony and litigation support, as required. a PRO POSAL TO CITY OF SANTA ANA, RFP 2C- 25D-238 125 MADELEINE MAMAUX, CFA, ASA PARTNER Ms. Mamaux will serve as the Project Manager for all business goodwill appraisal assignments. Ms. Mamaux began her business valuation career as a financial analyst at DM&A from 1989 to 1991. Having earned an MBA and gaining significant analytical experience in the investment industry, she rejoined DM&A in 1997 as a valuation manager. Ms. Mamaux became a principal at the firm in 2001, and has been a Partner since 2007. Ms. Mamaux's experience in business valuation has focused on the appraisal of goodwill loss in eminent domain matters across California. She has prepared hundreds of loss of goodwill appraisals and spoken on numerous occasions regarding the appraisal of goodwill loss under California's Code of Civil Procedure. In addition, she has prepared valuations of businesses for purposes including estate tax, partnership and corporate dissolution, shareholder buyouts, strategic planning, and financing. Ms. Mamaux has appraised businesses across the retail, manufacturing, industrial, and agricultural sectors, including billboards, restaurants, medical offices, gas stations, and auto repay. During her years away from DM&A, Ms. Mamaux analyzed investment opportunities in fixed -income securities for Teachers' Insurance and Annuity Association (TIAA), the nation's largest private pension fund. She also held an analytical position at Fitch Investors Service, an international bond -rating agency, where she was responsible for assigning credit ratings to large multinational companies. Ms. Mamaux has provided testimony in Los Angeles Superior Court and in arbitration proceedings. A Chartered Financial Analyst, she is a member of the CFA Institute and the Los Angeles Society of Financial Analysts. Additionally, Ms. Mamaux is a Senior Member of the American Society of Appraisers in the Business Valuation discipline and a member of the International Right of Way Association. Ms. Mamaux graduated magna cum laude with a bachelor's degree from Claremont McKenna College. She majored in economics and mathematics and was elected to Phi Beta Kappa. She holds a master's degree in business administration from The Wharton School of the University of Pennsylvania, graduating with distinction with a degree in finance. Ms. Mamaux's court and deposition testimony is available upon request. MARCUS IL PIGROM, ASA SENIOR MANAGER —FURNITURE, FIXTURES, MACHINERY & EQUIPMENT Mr. Pigrom will serve as Project Manager for all FFM&E appraisal assignments. Mr. Pigrom joined Desmond, Marcello & Amster in 2005 as an FFM&E appraiser and became Senior Manager and head of the department in 2009. He has successfully completed hundreds of appraisal assignments in connection with eminent domain proceedings. His appraisal experience includes a wide variety of business types in the manufacturing, retail, and service sectors. Representative projects include the appraisal of mobile homes, industrial machinery and equipment, retail shopping centers, distribution facilities, restaurants, billboards, and service stations. His experience in eminent domain includes coordinating appraisal activities with real estate appraisers to avoid duplication of compensation and making determinations of equipment classifications under California Code of Civil Procedure § 1263.205. go PRO POSAL TO CITY OF SANTA ANA, RFP 2C- 2501-239 126 Mr. Pigrom has prepared fixture and equipment appraisals for numerous agencies across California including Caltrans, Los Angeles Metropolitan Transportation Authority, Riverside County Transportation Commission, City of Corona, San Gabriel Valley Council of Governments/Alameda Corridor East, City of Santa Ana Public Works, and Orange County Transportation Authority. Having testified at deposition and at trial as an expert witness regarding FFM&E valuation, Mr. Pigrom assists attorneys with litigation support services in his area of expertise. Prior to joining DM&A, he had more than two years of experience managing plant operations at a local bottling company. Mr. Pigrom has given presentations to International Right of Way Association (IRWA) chapters throughout California. The subjects of the presentations have included Acquiring Commercial Property: When Appraisal and Relocation Issues Overlap, .Date of Value, Mixed -Use Property Acquisition, and Valuation of Fixtures and Equipment Under Eminent Domain Law. Mr. Pigrom is an Accredited Senior Appraiser (ASA) of the American Society of Appraisers in the Machinery and Technical Specialties discipline and a member of the IRWA. Mr. Pigrom has not been disciplined in the last five years, or at any point, as an appraiser by any government agency or professional association. Mr. Pigrom graduated from Loyola Marymount University in June 2002 with a bachelor's degree in business administration with an emphasis in business law and a minor in history. Mr. Pigrom's court and deposition testimony is available upon request. a PRO POSAL TO CITY OF SANTA ANA, RFP zo- 25D-240 APPENDIX D FORMS 25D-241 a Appendix ATTACHMENT 4-1: NON -COLLUSION AFFIDAVIT CERTIFICATIONS WATER RESOURCES RIGHT OF WAY ACQUISITION SERVICES RFP NO.: 20-091 NON -COLLUSION AFFIDAVIT (Title 23 United States Code Section 112 and Public Contract Cade 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 Cade 7106 the BIDDER declares that the bid is not made in the interest of or on behalf of, any undisclosed person, partnership, co npany, association, organization, or corporation; that the bid is genuine and not collusive or sham; that the BIDDER has rot 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; did 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 no, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents tlxaeof, or divulged information er data relative thereto, or paid, and will not pay, any fee to any corporation. partnership, connpeny association, organization, bid depository, or In 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 signore of this Non -collusion Affidavit BIDDERS are cautioned that making as false certification may subject the certifier to criminal prosecution. Signed . r/s�,, State of California Cartnttyy of Subscrtc 'bb and sworn to (or affirmed) before ne \dq this day of . 20_, by proved to me on the basis of satis evidence to be the person(s) who appeared before me. llotary Public Signature Notary Public Seal Qty of Santa Ana RFP 20-091 Page A5-1 FROPOSALTO CITY OF SANTA ANA. RFP 20-09125D-242 129 a CALIFORMA JURAT (CAUFORNIA GOVERNMENT CODE § 8202) A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF QALIFORNIA COUNTYOF SCIn 9ti✓�4v�,n� Subscribed and sworn to (or affirmed) before me on this day of 20-aQ by �`h]y proved to me on the basis of (Name of Sfgner(s)) satisfactory evidence to be the person(s) who appeared before me. Pub* (NotarySeal) ADDITIONAL OPTIONAL INFORMATION Description of Attached Document Title or Type of D cument """""" //// Dacume Number of Pages: Signet (s) Oth an Nam!d A v01 Additional Information: PROPOSALTO CITY OF SANTA ANA. RFP 20-09125D-243 rEXEA LOMtIf XttaM Flublk- calXumia Sm BemaMYq County �_ Oanmrysfae X n9X609 MY CWM. Ea ,%M 19, i0I7 w,we date aum/mu 130 Appendix ATTACHMENT 4-2: NON -LOBBYING CERTIFICATION The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: 1. No federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress m connection with the awarding of any federal cautract, the malting of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, contumation, 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 ber 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. Film 16th & G Agency Corp DBA The ROW Company Signed and printed Name: ¢e4?~ Michael S. RomoSRNVA Date 00 City of Santa Ana RFP 20-091 Page A5-2 PROPOSALTO CITY OF SANTA ANA, RFP 21: 25D-244 Appendix ATTACHMENT 4-3: NON-DISCRUMNATION CERTIFICATION 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 a City of Santa Ana RFP 29-091 Page A5-3 PROPOSALTO CITY OF SANTA ANA, RFP 21: 25D-245 132 by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontract or purchase order as the administering agency may direct as means of enforcing such provisions, including sanctions for noncompliance; provided, however, that in the event the Consultant becomes involved in, or is threatened with, litigation with a sub -consultant or vendor as a result of such direction by the administering agency, the Consultant may request that the United States enter into such litigation to protect the interests of the United States. S. Pursuant to California Labor Code Section 1735, as added by Chapter 643 Stats. 1939, and as amended, No discrimination shall be made in the employment of persons upon public works because of race, religious creed, color, national origin, ancestry, physical handicaps, mental condition, marital status, or sex of such persons, except as provided in Section 1420, and any consultant of public works violating this Section is subject to all the penalties imposed for a violation of the Chapter. Signed: � Michael S. Romo SRIWA Title: President Firm: 161h & G Agency Corp SBA The ROW Company Date: October 1, 2020 City of Santa Ana RFP 20-091 Page A5-4 gnu con,A PROPOSALTO ®� CITY OF SANTA ANA, RFP 2C- 25D-246 �4✓C0�"e Appendix ATTACHMENT 5 REFERENCES WATER RESOURCES RIGHT OF WAY ACQUISITION SERVICES RFP NO.: 20-091 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. Attacb additional traces if required. The City reserves the right to contact each of the references listed for additional information regarding your firm's qualifications. Customer Name: Spitzer and Associates Contact Individual: Candy Spitzer Address: 302 Cypress Creek Lane phone Number: (512) 633-7349 Wimberley, Texas 78676 $750,000.00 v,p ,. 2020 Description of supplies, equipment, or services provided: Subconsultant services: Residential and commercial reloaction assistance services. Reference City of Moreno Valley, Public Works Anna Chacon O.istomer Name: Contact Individual: Address: 14177 Frederick St., Moreno Phone Number (951) 413-3155 Vaiiey, Facsimile Number: CommetAmomt:$100,000.00 year: 2020 Description of supplies, equipment, or services provided: On -Call professional right -of --way services. Referenre San Bernardino County Transportation Authority Paula Beauchamp P.E. Customer Name_ Contact Individual: p Address: 1170 W. Third Street, 2nd Floor Phone Number: (909) 884-8276 an bemarclino, $35,000.00 Yp,,.2020 Description of supplies, equipment, or services provided: Consultant oversight, QAIQC services. THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. �=4✓coi"e PROPOSAL TO CITY OF SANTA ANA. RFP a.; 25D-247 134 EXHIBIT C COMPENSATION Fee Proposal including hourly rates if applicable Page 11 of 11 Non -Fed Funding (6.1.2020) 2 5 D -24 Q V FEE SCHEDULE Appendix ATTACHMENT FEE SCHEDULE WATER RESOURCES RIGHT OF WAY ACQUISITION SERVICES RFP NO.: 20-091 Certification — I certify that I have read, understand and agree to the terms and conditions of this Request for Proposals. I have examined the Scope of Services (Appendix: Attachment 1) and I am familiar with the scope of work. I am familiar with all the existing conditions and limitation that may affect work requests. I understand and agree that I am responsible for reporting any errors, omissions or discrepancies to the City for clarification prior to the submission of my proposal. Proposer Item Price — Pricing must be inclusive of all costs, including but not limited to, direct and indirect costs for labor, overhead, incidental supplies, travel, mileage, fuel and taxes - Fee Proposal: In addition to Section IV.B.3 (Submittal Requirements: Fee Proposal) fee schedule shall be structured as follows: The fee proposal shall include the firm's standard hourly fee schedule, and/or protect fee schedule where applicable and as outlined in this this documents. A list of all positions and hourly rates required to perform the services described herein. A more detailed scone of work will be prodded whenlif a speck project or Task Order proposal is requested of a consultant. Other Terms and Conditions: 1. The project will be implemented in compliance with the City of Santa Ana's policies, as well as Prevailing Wages and State/Federal Requirements. 2. The City regards the inclusion of California based designs, engineering, and construction professionals, facilities, and services as part of the Team to be highly desirable, but not mandatory. 3. The City reserves the right to amend this Request for Proposal by addendum prior to the final dates of submission. 4. All reports, proposals, or other data or materials, which are submitted, shall become the sole property of the City of Santa Ana with the exception of the confidential Financial Capacity information and fee proposals_ 5. All products used or developed in the execution of any contract resulting from this request will remain in the public domain at the completion of this project. City of Santa Ana RFP 20-091 Page A2-1 gn cp q ®� PROPOSAL TO � CITY OF SANTA ANA. RFP a.: 25D-250 �4✓C0�"e 6- The City has an affirmative action program- The purpose of the affirmative action program is to encourage certified minority business enterprises and women business enterprises. All submitting firms must have established affirmative action programs approvable by the City - During the RFP stage, all firms will need to complete a "Certification of Non -Discrimination by Contractors" for each firm on their team. Project work will be subject to compliance monitoring and enforcement by the Department of Industrial Relations. No contractor or subcontractor may he listed on a proposal for a Public Works project unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5. No contractor or subcontractor may be awarded a contract for public works on a Public Works project unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725-5- Contractor or subcontractor means a firm, corporation, partnership, or association who will be substantially responsible or will engage in the performance of any contract for public works project, subject to labor compliance program as determined by the Department of Industrial Relations. The undersigned bidder agrees to famish all labor, tools, material and supplies, and to sustain all expense incurred in doing the work for the items included herein and in accordance with the contract documents and these provisions and City, State and Federal requirements. City of Santa Ana RFP 20-091 Page A2-2 gn co A ®� PRO POSAL TO � CITY OF SANTA ANA, RFP 2C- 25D-251 �4✓C0�"e Proposer shall submit hourly rates schedule, which shall include but not limited to, direct and indirect costs for labor, for staff per job classification, material, equipment rates, overhead, incidental supplies, travel, mileage, and fuel. Any special materials will be purchased by the contractor only after discussed and authorized by the City projects manager or designee in writing. Prior to commencement of services, Contractor shall provide separate quotes, upon request by the City, which shall be approved by the City's Public Works Agency. Note: This contract is subject to prevailing wages. 16th & G Agency Corp DBA The ROW Company - COMPLETE LEGAL NAME OF COMPANY TAXPAYER I D_NO_ 1130 E Green Street Pasadena CA 91106 BUSINESSADDRESS STREET CITYISTATE ZIP CODE x / le&; 6 Michael S. Romo SR/WA President SIGNATURE OF AUTHORIZED AGENT NAME (PRINT) TITLE mromo@rightofwayco.com (909) 488-9500 EMAIL ADDRESS PHONE NUMBER CSLB NUMBER a City of Santa Ana RFP 20-091 Page A1-4 PRO POSAL TO CITY OF SANTA ANA, REP 2C- 25D-252 PW-LR-1000562761 DIR REGISTRATION NUMBER Labor Hourly Brief Description of Duties Classification Loaded Rate Project Manager, $165/hour Responsible for all Levels of service and for staff including Licensed Broker agents as well as managing project, budgets and sub consultants. Acquisition/Relocation $125/hour Manages complex tasks and works closely with PWA project Manager management in the planning and administration of project services. Responsible for all activities of Senior Right of Way Agents and Agents. Utility Manager $125/hour Responsible for delivery of Utility activity including communication with all utilities, sending out claim letters, preparing report of investigation to determine liability, issuing Notice to Owners for City Review, drafting utility agreements when necessary. Railroad Coordinator/ Silo/hour Responsible for all Railroad activities including C&M agreements, Right of Way Flagging Agreements, CPUC applications and other related railroad Certification Agent matters. Responsible for drafting R/W Certifications when necessary. coordinating with CaLtrans Right of Way and addressing comments for final approval. Project Coordinator $55/hour Sets up files, arranges meetings, documents minutes of meetings, supports agents and managers with various activities in preparation of acquisition and relocation meetings with owners and displacees, collects information from agents to update status reports for Project Manager review. OA/flC Manager $125/hour Reviews all processes, documents including agreements, deeds, Legal descriptions, administrative settlements, relocation claims for accuracy and compliance. Senior Right of Way $iio/hour Responsible for the more complex negotiations, drafting offer Agent - Acquisition/ packages, reviewing appraisals, securing settlements, documenting Relocation negotiations, also handles the more complex relocations including business relocations. Right of Way Agent - $90.00 Responsible for the Less complex acquisitions and relocations Acquisition/Relocation including residential relocations, prepares offer packages, eligibility notices, relocation claims. Office assistant $40/hour Assists Project Coordinator and to deliver projects. Assists with administrative tasks such as making photocopies and phones. a PRO POSAL TO CITY of SANTA ANA, RFP 2C- 25D-253 GUIDA :.:..: SURVEYING INC. ��•ir��a�;�.����i�•�;�,ir_��.Sri;����-��►uirr_���i.re,;�rr�.y,i��r Rates effective through June 30, 2021 HOURLY RATES Principal $255.00 Senior Project Manager $228.00 Project Manager $203.00 Project Surveyor $178.00 Survey Analyst $150.00 Survey Technician $125.00 Project Coordinator $ 95.00 Field Survey Rates by Prevailing Wage Classification* 1-Person Survey Crew $188.00 2-Person Survey Crew $300.00 3-Person Survey Crew $433.00 *1-, 2, and 3-person survey crews are inclusive of survey vehicles, conventional and GPSsurvey equipment, and associated survey tools, safety equipment, etc. MINIMUM HOURLY CHARGE (PREVAILING WAGE ONLY) Office classifications will be billed based on the hours worked, no minimum hourly charge. Field classifications will be billed on an hourly basis with a minimum of 4, 6, and 8 hours in accordance with prevailing wage requirements. ESCALATION Non -represented classifications will escalate annually, all field rates will escalate in accordance with the International Union of Operating Engineers, Loral 12. .rr�:irr�,h Straight time will be billed for all work performed on site up to 8 hours each day, Monday through Friday. Overtime will begin after 8 hours, Monday through Friday and on Saturdays. Double time will begin after 12 hours and on Sundays and holidays. The overtime/double labor rates will include: Gvertime (on -site over 8 hours Mon -Fri and Sat) 1.5 times the hourly base rate Sundays and Holidays 2..0 times the hourly base rate Nighttime Non-Gvertime 1.5 times the hourly base rate OTHER DIRECT COSTS 1. Reimbursable costs including but not limited to delivery or messenger charges, additional reprographic costs, utility agency research fees, permits, title company fees, etc., shall be billed at cost plus 15%. 2. Mileage will be billed at the approved IRS rate. 3. Subconsultant fees shall be billed at cost plus 15%. 4. Costs related to specialty survey requirements, i.e. traffic control, specialty safety equipment, etc. will be billed cost plus 15%. 5. Expenses for any special equipment and/or requests shall be at the approval of the client. SOUTHERN CALIFORNIA LOCATIONS LOS ANGELES 444 W Ocean Blvd, Suite 800, Long Beach, CA 908021 ORANGE COUNTY 9241 Irvine Blvd, Suite 100, Irvine, CA 92619 INLAND EMPIRE 424 E. Vanderbilt Way, Suite B, San Bernardino, CA 9240H 1 SAN DIEGO 3su State Place, Escondido, cA92029 TOLL FREE 855-90CU IDA I WWW.GUIDAINC.COM 2021-2020 So Col loua112 rotes approved by R4 05-27-20 HIV COt"e PROPOSALTO CITY OF SANTA ANA, RFP 20- 25D-254 Hourly Rate Schedule Integra Realty Resources - Orange County Key Personnel Fully Burdened Hourly Rate Name Job Function 2020 Rick Donahue, MAI, FRICS Senior Managing Director $375 Rick Donahue, MAI, FRICS Court Related $450 Beth Firestone, MAI, AI-GRS, FRICS, CRE Executive Director $375 Beth Firestone, MAI, AI-GRS, FRICS, CRE Court Related $450 Other Directors/Senior Consultants Consultants $245 Robert Willette, CCIM Senior Real Estate Appraiser $245 Stephanie L Kavanaugh Senior Real Estate Appraiser $200 Meredith McDonald Senior Real Estate Appraiser $200 Paul Kim Senior Real Estate Appraiser $200 Cathy Willliams Real Estate Appraiser $160 Real Estate Analyst $125 Other Labor Charges Name Job Function Fully Burdened Hourly Rate 2020 Christine White Project Manager/Admin. $80 a PROPOSALTO CITY OF SANTA ANA, RFP 21: 25D-255 a HENNESSEY & HENNESSEY LLC A Ca fomia Limited liability Company R®1 Gvlate Appmis 17602 17"5trtxb Suite 102-246 • Tmin, Cal'domia 92780-7915 (714)730A744 e-mail: hhllc�a.n.com Joseph A. Hoa�ey, 81/WA (1928-2016) SeniotMenber, Intetfl lMghtofWay Aso Won 2020 Rates/ Schedule of Fees Senior Appraisers Appraisal Analysts Administrative Assistants Court Testimony 8hatoo A. Heaneney, MAL SEMA, AIGRS Cetufitd Cenaal Rctl E=w A..i., $265.00 per hour $130.00 per hour $75.00 $130.00 per hour $350.00 per hour FROPOSALTO CITY OF SANTA ANA. RFF 20-09125D-256 Rate Schedule Desmond, Marcello & Amster Title Staff Member Standard Rate DepofCourt Annearance Rate GOODWILL Partner Madeleine Mamaux $325 $400 Principal Ricardo Goni 250 350 Manager Kevin Blair 225 325 Analyst Silvia Tauber 140 N/A FIXTURES & EQUIPMENT Senior Manager Marcus Pigrom 225 325 Appraiser Enno Palm -Leis 150 N/A 0 PROPOSALTO CITY OF SANTA ANA, RFP a.: 25D-257 AGREEMENT TO PROVIDE ON -CALL RIGHT OF WAY AQUISITION SERVICES FOR THE CITY OF SANTA ANA THIS AGREEMENT is made and entered into on this 15d' day of December, 2020 by and between Clarkland Resources, Inc., a California corporation ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of right of way acquisition services on an as needed basis. 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 On an on -call basis, and at the City's sole discretion, Consultant shall perform the services described in the scope of work that was included in RFP No. 20-091, which is attached as Exhibit A, and as more specifically delineated in Consultant's proposal, which is attached as Exhibit B and incorporated in full. 2. COMPENSATION a. City neither warrants nor guarantees any minimum or maximum compensation to Consultant under this Agreement. Consultant shall be paid only for actual services performed under this Agreement at the rates and charges identified in Exhibit C. Consultant is one of four (4) consultants selected to provide right of way acquisition services on an on -call basis under RFP 20-091. The total compensation for these services provided by all such consultants selected under RFP 20-091 shall not exceed the shared aggregate amount of $550,000 during the term of the Agreement, including any extension periods. b. Payment by City shall be made within 45 days (forty-five) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work, which fails to meet the standards of performance set forth in the Recitals, which may reasonably be expected by City. Page 1 of 11 Non -Fed Funding (6. L2020) 2 5 D -2 5Q 3. TERM This Agreement shall commence on the date first written above and terminate on December 14, 2023, unless terminated earlier in accordance with Section 17, below. The term of this Agreement may be extended for two 1-year periods upon a writing executed by the City Manager and City Attorney. 4. PREVAILING WAGES Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. Ifthe services being performed are part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 5. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within Page 2 of 11 Non -Fed Funding (6. L2020) 2 5 D -2 59 the purposes intended by this Agreement shall be at City's sole risk. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. 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 Page 3 of 11 Non -Fed Funding (6. L2020) 2 5 D -2 (� V O into the Agreement. V. Consultant shall supply City with a fully executed additional insured endorsement. f. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 8. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 9. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 10. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to Page 4 of 11 Non -Fed Funding (6. L2020) 2 5 D -2 61 the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 11. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 12. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 13. NON-DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Consultant affirms that it is 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 Page 5 of 11 Non -Fed Funding (6. L2020) 2 5 D -2 (� V 2 the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. 15. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services, which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 16. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. hi 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 that 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 Page 6 of 11 Non -Fed Funding (6. L2020) 2 5 D -2 63 determined and governed by the laws of the State of California. Both parties farther agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 19. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 20. 1VIISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 21. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax: 714- 647-6956 With courtesy copies to: Nabil Saba, Executive Director, Public Works Agency City of Santa Ana 20 Civic Center Plaza (M-21) P.O. Box 1988 Santa Ana, California 92702 Fax:714-647-5635 Page 7 of 11 Non -Fed Funding (6. L2020) 2 5 D -2 64 To Consultant: C1arkLand Resources, lne, Attention: Ms. Linda Clark, Presidenl/CEO 4167 Avenida de la Plata, Suite -108 Oceanside, California 92056 Fax: (760) 560-1662 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall he addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. if sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Daisy Gomez Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: ClrzunQ- Laura A. Rossini Acting Chief Assistant City Attorney RECOMMENDED FOR APPROVAL: Nabil Saba Executive Director ..Public Works Agency Non-Fod Funding (6.12020) CITY OF SANTA ANA Kristine Ridge City Manager CONSULTANT: Linda Clark President/CEO Page 8 of 11 25D-265 EXHIBIT A SCOPE OF SERVICES Page 9 of 11 Non -Fed Funding (6.1.2020) 2 5 D -2 66 Appendix ATTACHMENT 1 SCOPE OF WORK CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR WATER RESOURCES RIGHT OF WAY ACQUISITION SERVICES RFP NO.: 20-091 Introduction and Background: The City of Santa Ana ("Santa Ana" or "City") is the county seat and the second most populous city in Orange County, California, with over 343,000 residents. It is the 57a' most -populous city in the United States. Santa Ana is located in Southern California, adjacent to the Santa Ana River, about 10 miles away from the California coast. Founded in 1869, the City is part of the Greater Los Angeles Area, the second largest metropolitan area in the United States with almost 18 million residents in 2010. The City of Santa Ana Public Works Agency (PWA) is soliciting proposals for Water Resources Right of Way Acquisition Services. The City is looking for a multi -functional consultants to advise the City and provide real property acquisition, appraisal and related services. The Consultants shall adhere to professional standards, the Uniform Act, Caltrans Right of Way Manual, FHWA requirements, and applicable laws and regulations. This request for proposal (RFP) provides interested qualified firms with the information enabling them to submit a Service Bid Proposal and the services described herein. Description of Work: On as needed basis, the selected fum/s shall provide the City with the following services as described herein. The selected Consultant/s will be expected to manage and control costs and resources, and complete work in adherence to the agreed upon project schedule and terms. The consultants shall be able to provide the following tasks and not limited to: property appraisal, appraisal review, partial and full acquisition and relocation related functions, easements, temporary construction easements, disposition and excess of properties, negotiate price, identify and manage right of way needs, right of way engineering, development relocation plans and relocation services according to Relocation Law, negotiation with property owners and tenants, cost relocation analysis, right of way cost analysis, and related documentation preparation and management to right of way acquisition. City of Sar 2091 Coordination and Proiect Management: • The Consultants shall review the assigned project with City Staff, coordinate and review of all documents, and become familiar with the tasks related to the project. • Develop feasible work plans and schedules to complete the services. Schedule should identify critical path tasks, and be updated prior to each monthly meeting. • Conduct monthly meetings with the City Staff to discuss progress and project activities. • Coordinate with City Staff and specialty consultants, and others to resolve project issues. • Prepare progress status reports and presentations as needed • Monitor and prepare update schedules, templates for appraisals, statements, agreements, acquisitions, relocations, and related information thereof. • Establish and implement quality assurance and quality control documentation protocols with each of the deliverables. • Attend City Council meetings (if necessary) and present Appraisal Services: • Appraisals shall conform with the Uniform Relocation Assistance and Real Property Acquisition Act (Uniform Act) and Uniform Standards of Professional Appraisal Practice (USPAP). • Prepare appraisals for all the parcels and properties as determined for each project. • Develop opinion and cost for fee analysis for each project. • Provide current preliminary title report with all exceptions. • Proved plats, legal descriptions for project. Appraisal Review Services: • As required by the Uniform Act, appraisals report must be reviewed by an independent appraisal reviewer. • Prepare review report with findings and conclusions. • Prepare "Statement of Just Compensation" to the City. • For partial takes, (if any) document value of remaining property and impacts. Acquisition Services: • Acquisition must occur within 30 days of appraisal approval. • Upon City concurrence of Just Compensation, prepare offer letter and arrange meetings to discuss offer and acquisition. • Prepare and manage right of way purchase process, coordinate appraisal, escrow, final settlement memorandum and related tasks to complete the right of way acquisition. • Negotiate and be available to discuss acquisition with the owners and explain the process. Additional Services: If requested, the Consultants shall provide the following services: • Assist in utility relocation, street vacation and like matters • Negotiate for loss of rent agreements, where applicable, • Negotiate for rights of entry and environmental audits, • Provide consultation services, • Assist in clearing any encumbrances and or liens to title, • Negotiate for loss of business goodwill, where applicable, • Utility coordination and relocation, including franchises: telephone, cable, railroad, electrical (where applicable), • Prepare right of entry documentation, • Property Management, if applicable, • Right of Way Certification, if applicable All completed reports shall be certified to be correct and signed by the responsible parties doing the assigned work. General Requirements and Project Deliverables: • The selected firm/s shall submit to the City copies of all correspondence, contracts, appraisals, and all other reports related to the subject in connection with the project. • The selected fum/s shall obtain all necessary permits, and licenses from the City and local jurisdiction prior to commencing any of the work. • All work shall be performed to the specific project and or location as detailed in the notice to proceed and indicated by the City. • All reports, analyses, and technical memoranda shall be submitted electronically to the City and include all the information as required. *A list of positions and hourly rates shall be included as part of the proposal and included in the seal bid package. See Attachment 4 — ADDITIONAL PROVISIONS for a sample breakdown. Consultant Responsibilities: The Consultant shall be able to comply with Caltrans Local Assistance Procedure Manual, Exhibit 10-K — Consultant Annual Certification of Indirect Costs and Financial Management System, and any other state audit and or federal government agency. This section is applicable to all federal funded related project related services. 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. EXHIBIT B CONSULTANT'S PROPOSAL Page 10 of 11 Non -Fed Funding (6.1.2020) 2 5 D-2 /�J O �' 1 ram, - 2 L"'CATION Statement of Qualifications City of Santa Ana Water Resources Right of Way Acquisition Services (RFP No. 20-091) 7 it to p111a is Prepared for: �_�' Ohl, °o o „9 City of Santa Ana Santa Ana Public Works Agency 20 Civic Center Plaza Santa Ana, CA 92701 Due: October 8, 2020 1 ' Prepared by: Aequis? 25D-271 ,land all A� es urcesinc_ Table of Contents City of Santa Ana Public Works Agency - Water Resources Right of Way Acquisition Services (RFP 20-091) Table of Contents Statement of Qualifications Click on page number to go to Section SectionA ............. Cover Letter....................................................................................................................... Page 1 Section B............. Contract Agreement Statement......................................................................................... Page 2 Section C............. Firm and Team Experience ............................................................................................... Page 2 Section C.1 ........ Project Organization Chart...................................................................................... Page 3 SectionC.2........ Key Staff................................................................................................................ Page 4 Table C-1 .... Key Project Staff — Availability, Education, Experience, and Credentials ............... Page 4 Section C.3........ Subconsultants........................................................................................................ Page 7 SectionCA........ Resumes................................................................................................................. Page 7 Section D............. Understanding of Need ...................................................................................................... Page 8 Section D.1 ........Appraisal Services................................................................................................... Page 8 Section D.2........ Right of Way Services............................................................................................. Page 10 Section D 3........ Typical Project Timeline........................................................................................... Page 12 Section DA........ Title and Escrow Services....................................................................................... Page 14 SectionD.5........ Relocation................................................................................................................ Page 15 Section D.6........ Management Approach........................................................................................... Page 15 Section E............. Relevant Project Experience............................................................................................. Page 16 Table E-1..... Relevant Project Experience for Clark Land and our Staff ...................................... Page 17 SectionF............. References....................................................................................................................... Page 19 Section 2............. Scope of Services and Schedule ....................................................................................... Page 19 Appendices Appendix 1 .......... Resumes for Key Staff Michael Harris, R/W-NAC — Senior Relocation Agent ........................ Kathy Cabanilla - Right of Way/Relocation Agent .............................. lain Reilly, RWA - Senior Acquisition Agent ....................................... Mike Flanagan, SR/WA, R/W-NAC - Project Manager ....................... Sue Cope, SR/WA - Principal in Charge ............................................ Jim Fishinger, RWA - QA/QC/Broker................................................. Pam Parr, RWP-TN - Property or Facilities Management .................. Susan Sanchez - Title Research/Policies/Clearance ......................... Seth Fontes - Title Research/Policies/Clearance ............................... (Sub) James Rios, PLS, Towill - Right of Way Engineering ............... (Sub) Chris Johnson, LSIT, Towill - Right of Way Engineering.......... (Sub) Mark Hendrickson, MAI, AI-GRS - Appraiser ........................... (Sub) Anderson & Brabant - Review Appraiser .................................. ....... Appendix Page 1 ....... Appendix Page 2 ....... Appendix Page 4 ....... Appendix Page 7 ....... Appendix Page 9 ....... Appendix Page 12 ....... Appendix Page 14 ....... Appendix Page 15 ....... Appendix Page 17 ....... Appendix Page 18 ....... Appendix Page 19 ....... Appendix Page 21 ....... Appendix Page 23 ....... Appendix Page 25 Appendix 2.......... Attachment 5 - References.............................................................................. Appendix Page 28 Attachment 5 - References.............................................................................. Appendix Page 29 Appendix 3.......... Certifications................................................................................................... Appendix Page 30 Attachment 4-1: Non -Collusion Affidavit Certifications .................................... Appendix Page 31 Attachment 4-2: Non -Lobbying ati Appendix Page 32 Attachment 4-3: Non-Discrimin 472............................................ Appendix Page 33 Section A I Cover Letter Linda Clark, RWP AgMhk President/CEO aoWcC 4167 Avenida de la Plata, Suite 108 Oceanside, CA 92056 ^'^s^'n a"Iin da.clark@cIarklandresources.com Iindaark@cIarklandresources.com lark N: (760) -162 F: (760)560560-1662 Q (760) 550-0217 www.clarklandresources.com October 8, 2020 Mr. Armando Fernandez Project Manager City of Santa Ana afernandez(cDsanta-ana.org (uploaded via Planet Bids) Subject: Proposal for Water Resources Right of Way Acquisition Services, Request for Proposal 20-091 Dear Mr. Fernandez: Clark Land Resources, Inc. (Clark Land) — a California Department of General Services (DGS) Small Business (SB) and a California Public Utilities Commission (CPUC) certified Woman -Owned Business (WBE) — appreciates the opportunity to provide the City of Santa Ana (City) our proposal for the subject contract. We are excited to bring our local, solutions -oriented team to assist the City as we have done with other municipalities in the Inland Empire, San Diego, and Imperial Valley regions. Clark Land's priority is to provide services with the highest level of integrity and ethics in adherence to the Standards of Care set forth by the International Right of Way Association (IRWA). The quality of Clark Land's work is demonstrated by the continuing renewal of contracts for as -needed real property/right of way services. Many of Clark Land's contracts started several years ago and are ongoing due to the trust the client has developed in the Clark Land team to protect the property rights of the client, maintain a positive image of the public entity, and treat property owners with dignity and respect to foster and maintain positive relationships with property owners on behalf of the client. Clark Land has on -going, on -call contracts with the City of Moreno Valley, City of San Diego, City of Irvine, City of Carlsbad, Elsinore Valley Municipal Water District, San Diego County Water Authority, Carlsbad Municipal Water District, Rainbow Municipal Water District, San Diego Gas & Electric, and SoCalGas. Due to our reputation for high ethical standards and performing work with impeccable integrity, Clark Land has grown to be one of the largest right of way companies in Southern California. Professional Experience: Clark Land has over 50 staff working in Southern California. Of those, over 30 are certified and/or licensed professionals. Our staff hold California licenses as Real Estate Salespersons or Brokers, Notaries, and Professional Engineers; as well as right of way professionals certified by the IRWA. In the past 5 years, Clark Land has acquired over 500 easements and cleared over 1,600 encroachments for clients in Southern California. Authorized Officer: Linda Clark, RWP, President/CEO is Clark Land's 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. Linda is authorized to contractually bind Clark Land Resources Incorporated. We look forward to further discussing our qualifications with you. Thank you for your time and consideration, of vll,Ci cl� . (_ a.A.A Linda L. Clark, RWP President/CEO Corporate Office Mailing Address PO Box 41l,iQ�ryS�; f / 1014 v v Page 1 of 19 1 Clark Land Resources, Inc. (WBE/SB) Statement of Qualifications City of Santa Ana Public Works Agency - Water Resources Right of Way Acquisition Services (RFP 20-091) Section B I Contract Agreement Statement Clark Land has reviewed the Agreement included in the Request for Proposal for this contract and we do not have any questions or concerns regarding the Agreement at this time. Section C I Firm and Team Experience Clark Land was established in late 2012 with two employees — the owners, Linda and Fred Clark. Linda is a certified Right of Way Professional (RWP) and Fred is a certified Senior Right of Way Agent (SR/WA) through the IRWA. Combined they have over 40 years of experience in the right of way industry serving both public sector and private utility clients. Linda and Fred started Clark Land with the intention of growing up a new generation of professionals trained in the ethical practices of right of way. Clark Land was considered and approved as a California Public Utilities Commission (CPUC) certified Woman - Owned Business (WBE). Following our WBE certification from the CPUC Clark Land then applied, and was approved for, certification as a Small Business (SB) by the California Department of General Services. In 2013, four more employees were hired to provide right of way support services for SoCalGas and San Diego Gas & Electric. As we grew, the Clark Land Team members have been hired for their experience in providing right of way support services — in Southern California — to public sector clients such as the City of San Diego, County of San Diego, San Diego County Water Authority, Carlsbad Municipal Water District, City of Carlsbad, Elsinore Valley Municipal Water District, Rainbow Water District, Lakeside Water District, Otay Water District, Helix Water District, Vallecitos Water District, Caltrans, Army Corps of Engineers, and SANDAG. Clark Land won the 2014 Small Company of the Year Award from the IRWA San Diego Chapter and was nominated for the 2015 national award because of our commitment to educating and training our staff. In the past 3-4 years, over 30 certifications and/or licenses were obtained by Clark Land staff from the IRWA and the State of California. Because of our commitment to education, training, and the highest standards of integrity, Clark Land has acquired numerous as -needed contracts with public sector and private utility clients and today we are a firm of 66 employees with more than 50 staff located in Southern California. Years in Business: 7 fired and Linda Clark receiving the 2D14 Small Company of the YearAward from the IRWA San Diego Chapter Staffing: 50+ professional and support personnel located in Southern California, and 66 companywide Why Hire Clark Land Resources? Clark Land's direct focus and experience is with public sector clients, public agencies, and both private and public utilities in providing right of way services including property rights research, interpretation and acquisition, valuation, relocation assistance plans, encroachment services, and project management assistance for projects involving water, storm water, sewer, transportation, housing, gas, and electrical transmission projects. Clients have recognized Clark Land's expertise based on our team members' decades of experience and ongoing training. Clark Land has grown due to our reputation for protecting our client's property rights while working fairly and ethically with property owners to obtain those rights. 25D-274 Page 2 of 19 1 Clark Land Resources, Inc. (WBE/SB) Statement of Qualifications City of Santa Ana Public Works Agency - Water Resources Right of Way Acquisition Services (RFP 20-091) Most of The Clark Land staff has operated in the professional real estate service field for many decades and stand ready to satisfy the needs of the City through the end of the proposed contract period. Our team members' many years of experience, working with public sector clients, will provide creative solutions to the challenges that the City of Santa Ana faces with their own projects. Committed to Higher Standards Clark Land's staff conducts themselves in a way that establishes confidence, trust, and respect on the part of the general public and all users of right of way services. Our commitment to integrity is demonstrated by both management and staff. For instance, Clark Land is a Company and previous Board member on the Right of Way Consultants Council (ROWCC). The ROWCC is a consortium of right of way firms that have worked together to develop higher standards of ethical and industry practices. Additionally, Clark Land strictly adheres to the IRWA Standard Code of Ethics which is centered upon the basic principles of professional competence, character, integrity, fairness, commitment, and trustfulness. These fundamental principles provide the foundation for establishing and maintaining all our professional relationships. Clark Land will treat property owners with dignity and respect and fosters positive relationships with property owners on behalf of the client. C.1 Org Chart Principal in Charge Project Organization Chart Contract Admin. 25D-275 page 3 of 19 1 Clark Land Resources, Inc. (WBE/SB) Statement of Qualifications City of Santa Ana Public Works Agency - Water Resources Right of Way Acquisition Services (RFP 20-091) C.2 Key Staff The Clark Land team will provide the City with professionals who are highly respected in the right of way arena for their expertise, as well as their integrity, and are familiar to the local region, including having relationships with many local regulatory and municipal agencies in Southern California. Clark Land has seasoned, IRWA certified, SR/WA staff who provide task leadership while overseeing right of way agents, appraisers, surveyors, researchers, and permitting staff. Adaptable to the City's Processes Our staff are hired for their flexibility, adaptability, and right of way skills. Before Covid-19, many of our staff worked shoulder -to -shoulder with client staff in client offices and can easily assimilate to the City's environments, processes, and procedures. Team Members Working Together The Clark Land team is local to Southern California. Our staff all have experience working together on projects and are well respected in their fields of expertise. Table C-1 below provides a snapshot of our key staff's availability, experience, qualifications, and education. Table.. Name and Role Qualifications and Education CA Licensed Real Estate Salesperson, Lic. No. 01863470, Expires: 9/21/2021 CA Notary Public, Commission No. 2240858, Expires: 5/3/2022 Mike Harris, RIW- IRWA Certified Right of Way Negotiation and NAC, Senior Acquisition Certification (R/W-NAC) Relocation Agent Auto CAD, San Diego City College CA Real Estate Broker, License No. 01208374, Expires: 12/7/2021 0 IRWA Certified Right of Way Agent (RWA) Master's in Business Administration, Sonoma State University, Rohnert Park, CA lain Reilly, RWA, Bachelor's Degree, Political Science / MBA, Senior International Relations, UC Santa Barbara, Acquisition Agent Goleta, CA CA Real Estate Salesperson, Lic. No. 01812263, Expires: 3/29/2024 CA Notary Public, Commission No. 1725533, Expires: 2/17/2023 Kathy Cabanilla, Bachelor of Arts Degree, Sociology Right of Way/ Associate of Arts Degree, General Studies Relocation Agent Availability & Summary of Experience Availability: 50% Mike is a CA licensed real estate agent, who has been in the relocation and right of way industry for more than 25 years. He is a licensed real estate salesperson and has experience working with property owners, managers, residents, and tenants on both temporary and permanent relocation projects as well as acquisitions for a variety of projects including road and highways. He has been involved on more than 400 relocations for various types of projects. Availability: 50% lain has been licensed for the last 18 years as a CA Real Estate Broker. He has been working in the right of way industry for the last three years, using his time on the Appraisal Staff of the Sonoma and Napa County Assessor's offices as a springboard into right of way work. He has performed encroachment investigations including property site reviews and assessments, reviews of title reports, and any potential ownership issues, initiated contact and interviewed neighboring property owners, determined issues, and negotiated resolutions. Availability: 60% Kathy has over 14 years of right of way experience working on projects throughout Southern California, specifically in acquisition, negotiation, and relocation. These include utility, alternative energy, redevelopment, transportation, water, and river -shed projects. Kathy is bilingual and her combined experience in both temporary and permanent relocations, right of way acquisitions, and her academic background in sociology provides unique skills for negotiations and relocations. Her experience also includes providing acquisition, residential, and commercial relocation services for the City of Santa Ana. 25D-276 page 4 of 19 1 Clark Land Resources, Inc. (WBE/SB) Statement of Qualifications City of Santa Ana Public Works Agency - Water Resources Right of Way Acquisition Services (RFP 20-091) CA Licensed Real Estate Salesperson, Lic. Availability: 50% Mike has over 25 years of experience in the right No. 856742, Expires: 01/16/20 of way industry within San Diego County. He holds a Senior Right of Way Agent Certification with the IRWA. His extensive experience in IRWA Certified Senior Right of Way Agent right of way includes working 15.5 years with the County of San (SR/WA), Cert. No 5576, Expires: 09/01/22 Diego acquiring fee, easement, temporary construction, and other IRWA Certified Right of Way Negotiation and property rights for construction of roads, bridges, county libraries, Mike Flanagan, Acquisition Certification (R/W-NAC), Expires: sheriff sub -stations, County health facilities as well as large SRIWA, RIW-NAC, 08/01/24 acreages for Parks & Recreation or mitigation. He currently serves Project Manager as Project Manager on the City of San Diego's Pure Water Project Master's Degree, Public Administration where Clark Land is providing acquisition and relocation services for Bachelor's Degree, Economics the As -Needed Real Estate and Appraisal Services contract. CA Licensed Real Estate Salesperson, Lic. Availability: 45% Sue has over 25 years of experience working with a No. 2005469, Expires: 09/12/20 municipal, state, and federal project teams in support of public works f IRWA Certified Senior Right of Way Agent and utility projects. She is responsible for overseeing the Clark Land (SR/WA), Cert. No 6887, Expires: 04/01/23 project teams, providing right of way consulting support to clients such as City of San Diego Public Utilities Department, Elsinore Associate of Arts Degree, Liberal Arts, Fresno Valley Municipal Water District, SDG&E, SoCa Gas, and the City of Sue Cope, SRIWA, City College Vista. These projects include both research and project Principal in Charge management assistance, feasibility Upper Graduate Studies, California State g studies with cost estimates and University, Fresno right of way consulting/real estate services in support of the design and construction of infrastructure projects in Southern California. Availability: 65% Jim started in the real estate industry in 1985 and I] became a Broker in 1991. His experience includes overseeing the CA Real Estate Broker, Lic. No. 00882123, creation of over 500lots in Southern California, working with Expires: 2/6/23 engineers, land planners, environmental consultants, government IRWA Certified Right of Way Agent (RWA), authorities, and utilities to take medium to large parcels through the Issued: 9/01/19 approval process so they could then be sold to merchant builders Jim Fishinger, with the entitlements they require. His duties at Clark Land include QA/QC/Broker oversight for property acquisitions on the FiRM project for SDG&E. IRWA Certified Right of Way Professional Transportation (RWP-TN) Availability: 45% Pam has over 25 years of experience in real estate, right of way, property, and asset management. Pam is highly CA Real Estate Salesperson, #01132993, versatile, and goal oriented, with a tradition of success in real estate Expires: 4/7/2023 negotiation, acquisition, project management, and asset/property CA Notary Public, #2273154, Expires: management. Her areas of proficiency include right of way Pam Parr, RWP- 1/10/2023 acquisition, uisition, project ectIdanning, performing orming due dilig diligence, and TN, Property or construction management of projects from pre -bid through Facilities Undergraduate, California State University, completion. Management Fresno Availability: 65% Susan has over 30 successful years of California Notary Pubic: #2256475, Expires: experience in the Title Insurance industry. Her excellent skills in 8/30/22 research and examination of property production documentation Bachelor of Science Degree, Business makes her a valuable asset. She has been an accomplished Title Accounting, Feati University Production Coordinatorwho supervised and trained a large number Susan Sanchez, of staff members with daily title processing operations. Susan has Title Research/ exceptional organizational, analytical, and customer service skills. Policies/Clearance 25D-277 Page 5 of 19 1 Clark Land Resources, Inc. (WBE/SB) Statement of Qualifications City of Santa Ana Public Works Agency - Water Resources Right of Way Acquisition Services (RFP 20-091) Seth Fontes, Title Research/ Policies/Clearance MAI, Appraisal Institute CA Certified General Real Estate Appraiser #AG04974 Bachelor of Business Administration, (Sub) Mark Emphasis on Finance, San Diego State Hendrickson, MAI, University AI-GRS Appraiser Professional Land Surveyor, Lic. No. #8823 (Sub) James Rios, Survey related courses completed at the PLS,Right ofWay following: Engineering Santiago Canyon College, Orange, CA ITT Technical Institute, Anaheim, CA University of California Riverside, CA (Sub) Chris Land Surveyor -in -Training, Lic. No. 5129 Johnson, LSIT, Right of Way Undergraduate Studies, University of Engineering Southern California, Los Angeles, CA (Sub) William B. Anderson, MAI, MAI, Appraisal Institute SRA, Review Certified General Real Estate Appraiser, Lic. Appraiser No. AG002315 Availability: 40% Seth has over 18 successful years of experience in the Title Insurance industry. His excellent skills in research and examination of property production documentation makes him an asset to any team. He has exceptional organizational, analytical, and customer service skills. Seth has been an accomplished Title Officer who works with staff members dealing with daily title processing operations. Availability: 40% Mark has over 15 years of appraisal experience and is proficient in appraisal of commercial, industrial, and residential properties. He has managed and reviewed multiple large linear infrastructure projects from preliminary budgeting and risk management through valuation and acquisition. He is experienced in the Uniform Relocation and Real Property Acquisition Policies Act, state eminent domain law, valuation of vacant land (both unentitled and entitled) with or without biologically sensitive habitat. He has appraised several large industrial complexes, retail centers, office properties, and apartment complexes. Availability: 45% James has 24 years of professional experience as a Project Manager, Party Chief, and Mapping Manager. His extensive experience includes performing field calculations, right of way and boundary surveys, and mapping. He has organized, managed, and executed QA/QC plans and has managed a broad range of assignments for various projects requiring extensive knowledge of land surveying and mapping. Mr. Rios routinely supervises the technical work of CAD drafters for the submission of final drawings, submittals, and specifications for approval. He also oversees and coordinates efforts in all aspects of land surveying, including research and analysis, title reports, rights of way, easements, ALTA surveys, topography, and construction staking. Availability: 45% Chris brings 34 years of professional experience and is an Office Surveyor/Certified Party Chief with Towill, Inc. His background includes design surveys, construction staking, corridor control surveys, boundary surveys, ALTA surveys, HDS surveys, right of way monumentation, and topographical surveys. Mr. Johnson has also performed GPS data reduction, least squares adjustments, final mapping, and CAD drafting tasks for topographic and boundary surveys. He is knowledgeable in the use of MicroStation, Bentley InRoads, and Trimble survey instrumentation and software, and has a strong working knowledge of Caltrans standards. Availability: 40% William preforms residential property, commercial property, industrial property, vacant land, agricultural, and special purpose appraisals. Some special purposes appraisals include partial takings for road rights of way, easements, leasehold estates, possessory interest, historical appraisals, etc. He has also participated in various arbitration hearings as witness and arbitrator. 25D-278 page 6 of 19 1 Clark Land Resources, Inc. (WBE/SB) Statement of Qualifications City of Santa Ana Public Works Agency - Water Resources Right of Way Acquisition Services (RFP 20-091) C.3 Subconsultants Towill Firm Overview Since 1955, Towill has provided a full suite of in-house land surveying, aerial mapping, and geospatial solutions to clients throughout California. Towill's services include land surveying; high accuracy specialty surveying; digital aerial photography; airborne, terrestrial, and mobile Light Detection and Ranging (LiDAR); digital 3D photogrammetric mapping; and geographic information systems (GIS). Towill provides their clients with a talented pool of surveying and mapping specialists with decades of relevant experience performing virtually every type of surveying task for municipal/water agency Capital Improvement Projects. For this contract, Towill will provide right of way engineering including boundary mapping (if needed), plat mapping and development of legal descriptions certified by a professional land surveyor. Their survey team is comprised of industry leaders who can offer utility, boundary and right of way engineering. Their licensed surveyors are capable of supporting any type of project including heavy construction, bridges, tunnels, highways and railways, dams, energy and water storage, transmission and distribution, plant and processing facilities, environmental mapping, and remediation. The contracts held by Towill include several local, relevant on -call contracts with teaming partners such as the Cities of Irvine, Newport Beach, and Huntington Beach; Orange County Department of Public Works; and the Los Angeles Department of Public Works. In addition, Towill holds a prime contract with the California Department of Water Resources and has worked for decades with the Metropolitan Water District. Towill will be serving as our Right of Way Engineer. Hendrickson Appraisal Company, Inc. Firm Overview Hendrickson Appraisal was incorporated in 1986 to provide real property appraisal services to municipalities and other governmental agencies. They provide on -call appraisal services to several municipalities throughout Southern California. Their primary experience centers on valuation of multiple parcels to be acquired by public agencies and utility companies as part of large linear infrastructure projects, in compliance with eminent domain law. Representative projects completed include valuation for subterranean and aerial utility easements (sewer, water, and dry utilities); temporary access easements for pipeline maintenance projects; transportation infrastructure projects (road, freeway, light and heavy -rail expansions and widenings); flowage easements; restricted -use and conservation easements; and, general access and slope easements. Hendrickson Appraisal will be serving as our Appraiser. Anderson & Brabant, Inc. Firm Overview Anderson & Brabant, Inc. is an appraisal firm founded in 1979. They preform residential property, commercial property, industrial property, vacant land, agricultural and special purpose appraisals. Some special purposes appraisals include partial takings for road rights of way, easements, leasehold estates, possessory interest, historical appraisals, etc. They have also participated in various arbitration hearings as witness and arbitrator. Anderson & Brabant will be serving as our Review Appraiser. C.4 Resumes Resumes for key staff and subconsultants can be found in Appendix 1. 25D-279 Page 7 of 19 1 Clark Land Resources, Inc. (WBE/SB) Statement of Qualifications City of Santa Ana Public Works Agency - Water Resources Right of Way Acquisition Services (RFP 20-091) Section D I Understanding of Need As mentioned in earlier sections, Clark Land has the people skills to professionally represent the City, the flexibility to respond to the City immediately, and the knowledge base to properly protect the City's interests. Our team has completed hundreds of full and partial take appraisals and acquisitions for projects involving water, sewer, transportation, and overhead utilities. Our appraisers possess the MAI designation from the Appraisal Institute and most of Clark Land's right of way agents are certified by the IRWA as Right of Way Agents (RWA), Right of Way Professionals (RWP), Right of Way Negotiation and Acquisition (RAN-NAC), or Senior Right of Way Agents (SRMIA). The Clark Land management approach has been successful as a result of our focus on controlling the project schedule, budget, quality of deliverables and most importantly our communication with the project team. All acquisition efforts completed by Clark Land will fully comply with Title 25 regulatory guidelines. Clark Land strictly upholds all local ordinances or municipal codes enacted by the State of California, the City, or other local governing body. D.1 Appraisal Services Real Property Appraisal Services Clark Land will provide appraisal services for the City through our subconsultant, Hendrickson Appraisal Company (Hendrickson). The Hendrickson appraisal team members have an average of 25 years of experience covering a variety of valuation assignments. They have completed hundreds of complex full take and part take right of way appraisal assignments for government agencies (municipal and federal) and utility companies. These assignments have included complex partial and full take valuation of commercial, mitigation land and special -use properties. Our appraisal team members have an average of 25 years of experience covering a variety of complex valuation assignments. They provide On -Call appraisal services and expert testimony to over 25 agencies throughout southern California. industrial, residential, agricultural, Review appraisals will be provided by Anderson & Brabant Inc. (Anderson). Anderson has established relationships with hundreds of public agencies, utility companies and private firms throughout California. Anderson is able to provide a range of services including Appraisal, Appraisal Review and Expert Witness testimony. All senior appraisers at both firms are designated MAI's and are State of California Certified General Real Estate Appraisers. Many serve in various capacities on boards for IRWA and the Appraisal Institute. Real Property Valuation Services: The appraisal team specializes in right-of-way valuation. They have completed high -profile projects (road widenings, freeway expansions, light & heavy rail projects); utility infrastructure expansion and maintenance projects (utility easements — above and below ground); and temporary easements (temporary construction and access easements). As part of the as -needed services for the City, the appraisal team will provide the following valuation and consulting services as requested: Acquisition Appraisals — Valuation of improved and vacant properties to acquire real property interests under eminent domain based upon Fair Market Value; prepared for fee and/or easement acquisitions • Market Value Appraisals — Valuation of improved and vacant properties for budgeting, disposition of County surplus property, and non -eminent acquisition of property for the City 25D-280 page 8 of 19 1 Clark Land Resources, Inc. (WBE/SB) Statement of Qualifications City of Santa Ana Public Works Agency - Water Resources Right of Way Acquisition Services (RFP 20-091) • Fair Market Rent Studies — Provide market rent of improved properties and ground leases as a rental basis for City lease negotiation purposes • Appraisal Review Services — Review appraisal reports prepared by other appraisers and provide the City with a written review report of the work product • Litigation Support & Expert Testimony — Will consult with City Attorney as needed if condemnation is required to acquire property rights under eminent domain • Sensitive Habitat Land Appraisals — To be used as mitigation of City project impacts and for conservation purposes • Budgeting/Risk Management — Review of potential right of way corridors and provide City with preliminary acquisition estimates and potential impediments and solutions to the process • Update Appraisals — Memorandum of Appraisal Update (MAU), as needed to update the previously completed appraisals to reflect a current date of value and/or an alteration in the proposed project Appraisal Process and Reporting: The appraisal process and reporting will be in full compliance with the Uniform Standards of Professional Appraisal Practice (USPAP) and the Code of Professional Ethics and the The appraisal team has provided Standards of Professional Appraisal Practice of the Appraisal Institute. Acquisition appraisals will also be prepared in on -call appraisal services to accordance with the California Code of Civil Procedure and for public sector agencies and utility federal acquisitions, the Uniform Standards for Federal Land companies for over 25 years. Acquisitions (UASFLA). All appraisal reports will be thoroughly researched and All appraisals will be completed reviewed assuming a potential eminent domain action. in accordance with applicable Valuation & Methodology: The following is an abbreviated Local, State and Federal Laws description of the proposed valuation process and appraisal and Regulations. methodology. Acquisition appraisals will include a thorough analysis of the subject property's Larger Parcel and its Highest and Best Use. If the subject property is improved, applicability of the three approaches to value — Income Approach, Cost Approach and Sales Comparison Approaches —will be examined. For Partial Acquisitions, a value of the Portion Sought will be determined. During this analysis, consideration will be given to the interest being appraised, whether it is a partial fee acquisition, a permanent easement acquisition, a temporary easement acquisition or a combination. Also, the value of site improvements (fencing, paving, curbing, landscaping, etc.) located within the acquisition area will be considered. The impact of the project on the remainder parcel is examined to determine if there is a market value loss resulting in Severance Damages. If applicable, Cost to Cure is also estimated to determine if curative measures can mitigate project impacts and are cost effective to offset severance damages. Benefits from the project are also analyzed and if present, offset severance damages. After the analysis is reconciled, the total fair market value compensation opined for a partial taking is the sum of the Portion Sought and Net Severance Damages. 25D-281 Page 9 of 19 1 Clark Land Resources, Inc. (WBE/SB) Statement of Qualifications City of Santa Ana Public Works Agency - Water Resources Right of Way Acquisition Services (RFP 20-091) Following completion and approval of the acquisition appraisal, an "Appraisal Summary Statement" will be prepared and provided to the acquisition agent for use in establishing Just Compensation to be payable to the property owner. D.2 Right of Way Services Prepare Appropriate Right of Way Documents: The Clark Land project team has completed projects acquiring hundreds of residential, commercial and municipal parcels for public improvement projects such as road widenings, bridges, open space, underground pipeline projects or above ground utility projects. Clark Land agents employ an array of real estate documents including: • Real Property Contract — Used for the purchase of fee or easement parcels or for the disposition of surplus property. Clark Land will use the contract provided by the City or, if the City would like, provide a template contract for the City to review. • Lease Agreements — Used to derive long-term income from City -owned property or short-term lease -backs while assisting occupants with relocation. Clark Land can also assist with cell tower leases. • Deeds — Clark Land Agents have prepared hundreds of grant deeds, easement deeds, and quitclaim deeds for dozens of municipal agencies and utility companies. The deeds are prepared in the City's format with the City providing the final approval prior to use. • Certificates of Acceptance — Acknowledging City's acceptance of a fee or easement purchase. • Certification of Right of Way — Delivered to the City upon completion of the acquisition of the parcels necessary to construct a project. The document will also list any special construction requirements and cost -to -cure items. Copies of all contracts and other real estate documents will accompany the Certification. • Rights of Entry (ROE) or Temporary Construction Easements (TCE) — When required by the project, Clark Land Agents have completed hundreds of ROES and TCEs for uses ranging from short-term studies to long-term construction laydown yards. Other Real Estate Services: The full range of real estate services provided by Clark Land includes skill and experience with the full range of requirements the City has requsted in the RFP. These additional services include: • Real Coordination of Site Surveys — Clark Land has experience with land surveyors throughout Southern California. Clark Land will coordinate property access with homeowners, survey crews or other involved parties. Clark Land can also provide land surveying services through our subconsultants, Towill, if requested by the City. • Interpretation of Preliminary Title Reports — Clark Land Agents possess decades of experience interpreting preliminary title reports, assisting escrow clearing title problems, monetary liens, or other unwanted encumbrances. Clark Land works with multiple Title Insurance Companies throughout the area. Clark Land will engage the services of the title company selected by the City for work under this contract. • Litigation Guarantee — Similar to the Preliminary Title Report, our Agents will assist the City or City's Attorney with those parcels requiring eminent domain or other legal action. • Customer Service — Clark Land is proud of the reputation we have built throughout the industry for top notch customer service and reliability on right of way projects. 25D-282 Page 10 of 19 1 Clark Land Resources, Inc. (WBE/SB) Statement of Qualifications City of Santa Ana Public Works Agency - Water Resources Right of Way Acquisition Services (RFP 20-091) • Document Recordation — Our Agents are familiar with the procedures and requirements of the County Recorder's Office and have assisted with the recordation of hundreds of documents over the years. Acquisition Services Right of Way Acquisition Process Following is an abbreviated description of the proposed acquisition process: The acquisition function will be led by Project Manager, Mike Flanagan, SRANA. Mike is knowledgeable in the Uniform Relocation and Real Property Acquisition Policies Act (URA), Title 25 and 49 CFR part 24. The acquisition task begins with the final identification of the parcels that need to be acquired. The acquisition agent will draft contracts and other required documents using forms approved by the City. Contracts, Purchase and Sale Agreements, Rights of Entry and Deeds will be prepared based on the appraisals produced for the project. After City approval of the documents prepared by Clark Land, appointments will be scheduled with each Owner in order to present the first written offer in person (in accordance, [and if allowed] with COVID restrictions). At the initial appointment, the agent will discuss the project, its overall impact on the community, their rights under the Uniform Act and attempt to answer all questions the owner may have. Owners will be presented with the summary of the basis of appraisal, the contract document and the appropriate Uniform Act brochure will be delivered to the owners. Our acquisition agents strive to make at least 3 personal visits with each grantor within the initial 30-45 days of package approvals. If relocation is required, Clark Land relocation agents will conduct their initial advisory interviews with displacees within the first week after first written offers are presented. Negotiations with Property Owners: Negotiations with each owner will continue until the contracts are signed. If an owner suggests edits to any contract language those suggestions will be cleared with the City prior to being authorized. Once a property owner has signed the purchase and sale agreement, contract and/or easement for a property, Clark Land will immediately deliver the executed documents to the City for counter signatures. Fully executed documents will be delivered to escrow whereby Clark Land will assist the escrow officer with any additional requirements necessary until the transaction is closed, conveyed and recorded. If a property owner chooses to obtain his own private appraisal, the Clark Land Agent will seek to obtain a copy of that report and supply the copy to the City for consideration. Administrative Settlements and Condemnation: From time -to -time, an owner may refuse to grant the required rights to the City. If after good faith negotiations have been conducted for a reasonable period, no agreement is reached and negotiations reach impasse, this information will be reported to the City. Clark Land team members are familiar with administrative settlements and eminent domain. Taking direction from the City, Clark Land will attempt to settle any outstanding acquisitions, report owner demands or propose logical compromises to the City. All administrative settlements will be preapproved by the City prior to presentation to a property owner. Should condemnation be required, Clark Land team members are experienced with preparation of Notices of Intent (NOI) to Adopt a Resolution of Necessity (RON) and statutory time frames for sending those notices to the property owners. (The cost for these services is not included in the cost estimate [which is provided separately from this proposal]. If required, Clark Land will develop an amendment to the current task order with an estimate of the costs for these services.) 25D-283 Page 11 of 19 1 Clark Land Resources, Inc. (WBE/SB) Statement of Qualifications City of Santa Ana Public Works Agency - Water Resources Right of Way Acquisition Services (RFP 20-091) D.3 Typical Project Timeline Clark Land begins each acquisition assignment with the goal of acquiring all necessary right of way on time and under budget. Our typical timeline is outlined below: Design Phase: Weeks 1-2 • Receive Assignment from City to Clark Land • Research and review all relevant real estate documents • Field visit Weeks 3-4 • Prepare Plats & Legals • Internal QA/QC • Obtain City Approval • Final signed plats & Legals Appraisal Phase: Weeks 1-2 • Kick -Off meeting with City and Clark Land • Review all relevant real estate documents • Site visit, pictures, field notes Weeks 2-4 • Research zoning • Perform market analysis (sales, income, replacement) • Determine Highest and Best Use Weeks 4-6 • Perform final calculations • Prepare draft reports • Internal QA/QC • Weeks 7-8 • Provide draft for client review • Prepare final reports Week 9 • Deliver final appraisal reports 25D-284 Page 12 of 19 1 Clark Land Resources, Inc. (WBE/SB) Statement of Qualifications City of Santa Ana Public Works Agency - Water Resources Right of Way Acquisition Services (RFP 20-091) Acquisition Phase: Weeks 1-2 • Receive Task Order from the City • Schedule Kick -Off meeting to discuss details of the project with City Project Manager • Assign individual parcel acquisitions to Clark Land staff agents • Review documents received —Title reports, right of way maps, construction plans, appraisals etc. • Request additional documents as necessary • Develop Parcel Files for each Acquisition Parcel • Prepare Project Tracking Sheet • Develop project schedule Weeks 2-3 • Prepare Cover Letters and offer packages and any other required documents • Present acquisition packages to the City for approval • Schedule initial appointment with owners • Update project files with contact information and meeting notes • Discuss progress with the City's Project Manager Weeks 4-6 • Continue follow up calls and meetings with unsigned owners • Seek answers to difficult owner questions • Determine if the owner intends to hire independent appraiser • Provide the City's Project Manager with any owner suggested language edits • Request property staking, if necessary • Deliver signed contracts to the City as each is obtained • Open escrow and coordinate document flow for parcels where owners have signed • Discuss progress with the City's Project Manager Weeks 7-9 • Monitor and process escrow closings • Determine if agreements can be reached or declare "Impasse' in negotiations for unsigned owners • Discuss Settlement Agreement options with the City's Project Manager • Assist the City's Attorney with preparation of Resolution of Necessity, if necessary • Mail Notices of Intent to Adopt a Resolution of Necessity to the unsigned owners, if necessary Future Weeks • Monitor and process escrow closings • Continue to assist the City's attorney with Settlement Agreements • Provide copies of all recorded deeds or Final Order of Possession • Complete Project Certification Notice to the City • File close out 25D-285 Page 13 of 19 1 Clark Land Resources, Inc. (WBE/SB) Statement of Qualifications City of Santa Ana Public Works Agency - Water Resources Right of Way Acquisition Services (RFP 20-091) Relocation Phase: Weeks 1-2 (Concurrent with Acquisition) • Meet with property owners Prepare and deliver regulatory notices (GIN, Brochure, Title VI) Prepare and deliver Notice of Entitlement (NOE) Weeks 3-4 • Offer advisory services/search • Inspect for decent, safe and sanitary conditions • Present suitable replacment site referrals Future Weeks as dictated by acquisition schedule • Provide 30-day, 90-day notices • Move monitoring • Prepare and deliver RAP benefits • File chose out DA Title and Escrow Services Escrow Coordination and Title Insurance Policies Issued: Once the documents have been fully executed by the property grantor and the City, Clark Land will submit the documents for opening of escrow. Clark Land has relationships with several title companies in southern California including First American Title, Fidelity Title, Stewart Tile and others, all of whom have offices near the City. We will coordinate the escrow process until closing with the City's preferred title company. The following steps will be taken to coordinate escrow: • Obtain property owner(s) signature on agreements and other necessary document(s); • Coordinate escrow requirements with property owner(s); • Provide draft escrow instructions for approval; • Coordinate payment of just compensation between the City and the title company; • Review title reports for liens, CCR's and other encumbrances; • Work with the City, property owner(s) and escrow to clear title, obtain all necessary documents to convey title; • Review closing statements; • Deposit funds; • Close escrow; • Distribution of recorded documents. The escrow period is also the time to verify that the property can be conveyed to the City without any unacceptable liens or encumbrances. Clark Land can coordinate with the designated escrow company and verify that the escrow company is able to record documents with the local County Recorder's Office. Your Clark Land team will verify that property owners have been paid and that a title insurance policy was issued for each property acquired on behalf of the City. Certification of Right of Way: Once all parcels required for a project have been acquired, Clark Land will prepare a certification of right of way for the project. The certification is a summary of all permanent and temporary fee, easement or right -of -entry parcels acquired for the project. The certification will list any additional requirements, such as construction contract work, or special circumstances contained within the contracts or other documents. Copies of all documents will be attached to the certification. 25D-286 Page 14 of 19 1 Clark Land Resources, Inc. (WBE/SB) Statement of Qualifications City of Santa Ana Public Works Agency - Water Resources Right of Way Acquisition Services (RFP 20-091) D.5 Relocation Residential and Non -Residential Relocation Assistance Services: The Clark Land staff includes Relocation Specialists with decades of experience working with owners and tenants displaced as a result of a public project. Relocation Plan and Replacement Housing Plan: For both residential and non-residential (commercial and industrial) properties, our team will prepare a Relocation Plan and/or a Replacement Housing Plan (as needed), conduct initial advisory interviews of all possible displacements and analyze possible relocation options and costs, to verify the feasibility of moving forward with the anticipated relocations. In addition, the team will consider any special relocation advisory services that may be necessary for the displaced persons. The Relocation Plan is expected to include the following: • Map of the project area; • Projected dates of displacement; • Written analysis of the relocation needs of all residences/businesses to be displaced; • How these needs will to be met; • Detailed description of the relocation advisory services program; • Relocation payments to be made and a plan for claim submissions and disbursement; • An information statement, and discussion of coordination activities. Prepare and File Regulatory Notices: Apart from the people displaced by relocation activities, notices are one of the most important parts of the Clark Land's relocation assistance program. Providing required notices to affected residents and businesses in a timely manner can save money and save the affected persons from unnecessary hardships, and in some cases, minimize displacement. Relocation action items and notices include but are not limited to: General Information Notice (GIN), Notice of Eligibility (NOE), Relocation Brochure, Reminder Notices, Decent Safe & Sanitary (DS&S) inspections form, Replacement Housing Valuation (RHV), Title VI Civil Rights Act of 1964, 90-Day Information Notice and 30-Day Notices to Vacate. Documentation and Close -Out: During the entire process described above, diary entry documentation is stringently kept by our specialists within our electronic database system regarding contacts with property owners, research, signed documents, title reports, appraisals and summaries and information provided to the property owners per the Uniform Act, along with any other state or federal documentation requirements. Clark Land keeps all documentation in our Billquick database system, which can be downloaded in a matter of a few minutes. Additionally, we will keep a hard copy file per agency standards and complete the file for transition to the City's Project Manager upon completion of any task order. D.6 Management Approach File Management/Documentation: Clark Land uses customized right of way project management software known as Billquick, which we use to track the project along its course to completion. This allows our agents and project managers to better record and organize information related to affected parcels, track the progress of acquisitions and relocations, and provide timely, professional looking reports to the City for review. With Billquick, Clark Land can deliver near -immediate reporting and parcel diaries as project circumstances demand. In addition to Billquick, we utilize Bill Quick as our time reporting and budgeting client. Time entries by staff are carried out daily and reviewed for approval on a weekly basis by our project managers. Communication: Continual clear communication is the cornerstone for every successful project. The City's Continual clear communication is the point of contact for this project will be our proposed Project Manager, Mike Flanagan SR/WA, R/W-NAC. cornerstone for every successful project 25D-287 Page 15 of 19 1 Clark Land Resources, Inc. (WBE/SB) Statement of Qualifications City of Santa Ana Public Works Agency - Water Resources Right of Way Acquisition Services (RFP 20-091) lll Clark Land has the people skills to professionally represent the City, the flexibility to respond to the City immediately and the knowledge base to properly protect the City's interests Mike reports to Sue Cope, SRANA, Clark Land's Principal in Charge, who has authority to commit the necessary resources to a project team to make sure that tasks are completed on time and within budget. Sue is directly responsible for client satisfaction and is available to meet with the City regarding any concerns City staff may have about the status of the project. By using an array of effective tools, Clark Land avoids the pitfalls of missed communication and "items falling through the cracks". Your Clark Land Team recommends meeting with the City's staff once a week to discuss the status of Appraisals, Acquisitions, Relocations, and Permitting issues associated with the project assignment. The meetings will focus on a status review of pending right of way issues to verify that all acquired properties will be available to certify in parallel with the survey, design, and construction deliverable dates. Clark Land utilizes communication tools such as Microsoft Outlook, Microsoft Teams, status tracking report, cellular phones, etc. and a proactive approach to communicating with each other and the project team. We hold regular staff and project meetings internally to update staff and management on the status of each endeavor. Continuity of personnel is paramount when working with multi -functional turnkey right of way services. For budgeting purposes, resources are evaluated every two weeks to determine if projects need more staffing to achieve project scheduling goals or less as a project winds down and requires less resources. Using these methods, your Clark Land team is known for our proactive approach to maintaining valuable relationships with our clients and developing trust from property grantors and displacees alike. Quality Assurance/Quality Control: The accuracy in property acquisitions is dependent on the interpretation of current property rights and the accuracy of survey and legal descriptions. If research is required as part of the assigned scope of work; the Clark Land research staff are all former title agents with over a decade of experience each in researching property ownership. Our Corporate Real Estate Broker — Jim Fishinger, RWA — will be in charge of Quality Assurance/Quality Control (QA/QC) and will review the documentation work of our right of way agents before the work is submitted for review. This minimizes changes once the offer package has reached the client's staff for final approval. All right of way contracts and content will be signed or initialed by our Corporate Real Estate Broker. Condemnation Support: The Clark Land team can also offer condemnation support to the City. The required Notice of Intention to Adopt a Resolution can be prepared and mailed to impacted owners and/or posted in accordance with California Code of Civil Procedure Section 1245. Clark Land can obtain Litigation Guarantees for the required properties, provide suit service, if desired, and continue settlement negotiations as directed by the City. Section E I Relevant Project Experience The Clark Land team has completed as -needed services for municipalities, regional transportation authorities, utility companies, and other condemning agencies throughout California. Much of that work is fulfilled through long-standing "on -call" contracts which have been renewed. Clients have recognized Clark Land's staff expertise based on our team members decades of experience providing right of way, relocation, and appraisal services. Our experience and background in the right of way services field for public agency infrastructure projects allows us to provide creative solutions to the challenges that the City may face with their own projects. 25D-288 Page 16 of 19 1 Clark Land Resources, Inc. (WBE/SB) Statement of Qualifications City of Santa Ana Public Works Agency - Water Resources Right of Way Acquisition Services (RFP 20-091) The City will benefit from Clark Land's as -needed real estate experience because we are well equipped to provide responsive, adaptable, professional staff who are familiar with public sector projects and the inherent issues associated with those projects. In addition to the WBE/SB certifications previously mentioned, Clark Land is certified with the Coalition of Southern California Public Agencies as a Small Business Enterprise (SBE) and are a San Diego Association of Governments (SANDAG) certified Bench Planning Firm. Clark Land has on -going, on -call contracts with the City of Moreno Valley, City of San Diego, City of Irvine, City of Carlsbad, Elsinore Valley Municipal Water District, San Diego County Water Authority, Carlsbad Municipal Water District, Rainbow Municipal Water District, San Diego Gas & Electric, and SoCalGas for as -needed acquisition, appraisal, and/or relocation services. Clark Land's Past and Present As -Needed Real Estate Services Clients: • City of San Diego, As -Needed Real Estate and Appraisal Services for Pure Water Project • Elsinore Valley Municipal Water District, As -Needed Commercial Real Estate Services • San Diego Gas & Electric, As -Needed Land Management Services • SoCalGas, As -Needed Land Management and Acquisition Services • Rainbow Municipal Water District, As - Needed General Real Property Services • San Diego Gas & Electric, Corrective Maintenance Program • San Diego Gas & Electric, Fire Risk Mitigation Project • Antelope Valley Water (Private Utility), As -Needed Acquisition Services for Pipeline Project • San Diego Gas & Electric, As -Needed Real Estate Services for Company - Owned Assets • City of Clovis, As -Needed Right of Way Services The following relevant project experience listed in Table E-1, is a testament of our ability to provide professional services for any size project. Please feel free to contact multiple references to receive assurance of our quality of work and client satisfaction. Project 111: City of Santa Ana -City of Santa Ana Bristol St. Year Completed: Ongoing Client Contact: Jason Gabriel, Principal Civil Engineer (714) 647-5400 Project Description: Provided acquisition, residential, and commercial relocation services. These services included presenting GIN letters and 90-day vacate notices, calculating relocation benefits, and conducting vacancy inspections. Other tasks included the acquisition of permanent and temporary construction easements, acquisition of part takes, relocation of owner occupied, relocation of tenants, business relocations, determining relocation benefits, residential and non-residential, determining owner occupied Purchase Price Differential or Mortgage Interest Differentials. *This is experience for Mike Harris and Kathy Cabanilla. 25D-289 Page 17 of 19 1 Clark Land Resources, Inc. (WBE/SB) Statement of Qualifications City of Santa Ana Public Works Agency -Water Resources Right of Way Acquisition Services (RFP 20-091) Project #2: City of San Diego -As-Needed Acquisition and Appraisal Services for Pure Water Project Year Completed: Ongoing Client Contact: Barry Slotten, Acquisitions Program Manager (619) 236-6724 Project Description: Managed real estate, relocation and appraisal services including property rights research. The easements were acquired over commercial, office, multi -residential, and school district properties. Clark Land helped the City determine a more feasible route for pipeline based on property ownership to avoid potential delays in obtaining property rights. Project #3: Elsinore Valley Municipal Water District - As -Needed Real Estate Services Year Completed: Ongoing Client Contact: Jorge Chavez, Management Analyst (951) 674-3146 Ex. 8357 Brief Description of Project: Cost budgeting and property research of 228 parcels of District surplus land fragments. Research included: zoning; land use; physical and economic characteristics; highest and best use; and GIS mapping of parcel boundaries. Clark Land provided a quick turn -around for the research and offered guidance to the District as to how to market and dispose of unique land fragments with limited development potential. Project #4: City of Encinitas - Olivenhain Trunk Sewer Access Easements Year Completed: Ongoing Client Contact: Matt Widelski, Project Engineer (760)633-2862 Brief Description of Project: This project involved acquiring access rights across private property to allow the City to repair and maintain the Olivenhain Trunk Sewer. Approximately 29 access easements were required. Clark Land worked as a subcontractor to the design firm Infrastructure Engineering Corporation (IEC). Clark Land provided experienced right of way negotiators to acquire the necessary easements. All acquisitions were done in accordance with Just Compensation and Eminent Domain laws. Project #5: Southern California Gas Company - As -Needed Land Management and Real Estate Acquisition Services Year Completed: Ongoing Client Contact: Crystal Yancey, Land Services Manager (213) 244-5819 Brief Description of Project: Clark Land managed the right of way acquisition and valuation for pipeline replacement projects and performed acquisition services for both developed and undeveloped commercial, residential, and industrial properties. Clark Land also provided right of way services for SoCalGas' Transmission Technical Services. Responsibilities include research and analysis of existing land rights, providing customer notifications, negotiating, and acquiring temporary and permanent land rights, and other duties as assigned by SoCalGas Senior Land Advisor. Clark Land provides staff that work both in the client's office and in the field saving the client in-house labor costs. Project #6: San Diego Gas & Electric - As -Needed Land Management and Acquisition Services Year Completed: Ongoing Client Contact: John Hutter, Right of Way Supervisor (858) 654-1273 25D-290 Page 18 of 19 1 Clark Land Resources, Inc. (WBE/SB) Statement of Qualifications City of Santa Ana Public Works Agency -Water Resources Right of Way Acquisition Services (RFP 20-091) Brief Description of Project: Clark Land provides all training, supervision, oversight, and responsibility for determining property rights for the clients Land Services Department. Clark Land staff have managed and provide high volume property research services for thousands of electric and gas facility sites, provided both in-house and field personnel to perform easement interpretation, and negotiated easement acquisitions with property owners. Clark Land was selected to provide acquisition services for the 2019 Wildfire Mitigation Plan and Public Safety Power Shutoff (PSPS) programs involving the undergrounding of overhead power lines. Section F I References Many of our clients are repeat clients as they public entity projects where we have performed similar work within the past 5 years is provided on Attachment 5 in Appendix 2. continue to contract with Clark Land due to "YOUR TEAM IS AW ESOMEI WE APPRECIATED THE TI MELY the integrity and success Of Clark Land and its staff; as well as our exceptional reputation RESPONSES AND PROFESSIONAL MANNER IN WHICH CLARK LAND for completing projects with a late delivery RESOURCES CONDUCTS ITS BUSINESS. YOUR STAFF IS VERY record Of zero. Our clients have also been ORGANIZED, POLITE, AND VERY PROFESSIONAL. THE ONETHING I pleased with our large pool Of educated and CAN APPRECIATE THE MOST, TOO, IS BEING KEPT INFORMED OF certified personnel, who are available to our WHERE WE WERE IN THE PROCESS. WHEN THE LIBRARYASKED clients at a moment's notice, if the project ME ANY QUESTIONS ABOUT THE STATUS OF THE RELOCATION,I needs any additional resources. Clark Land is ALWAYS HAD THE ANSWER. IHOPEWEWILLWORKTOGETHER proud to have one of the largest Right of Way and Relocation specialized staff in Southern AGAIN SOON." California. Heide E. Farst, CSM Property Agent City of San Diego Clark Land's client references for relevant OB Library Relocation Project Section 2 1 Scope of Services and Schedule The information for Section 2 has been included in Section D I Understanding of Need. Due to page limitations, we have not repeated the same information here in Section 2. 25D-291 Page 19 of 19 1 Clark Land Resources, Inc. (WBE/SB) DOWNTOWN %MANGE COUNTY 25D_292ndix Page 1 of 34 1 Clark Land Resources, Inc. (WBE/SB) Michael (Mike) Harris, R/W-NAC Senior Relocation Agent Certificatio ns/Licenses: Right of Way Negotiation and Acquisition Certification (R/W-NAC), IRWA CA Real Estate Salesperson, #01863470 CA Notary Public, #2240858 Education: Auto CAD, San Diego City College Professional Associations: Member, International Right of Way Association (IRWA) Relevant Experience: Mike Harris, R/W-NAC, has been in the right of way and relocation industry for more than 25 years. He is a licensed real estate salesperson and has experience working on relocation, electric, and transportation projects. His experience also includes working with property owners, managers, residents, and tenants on both temporary and permanent relocation projects. During his career he specialized in researching and examining properties for Title Reports. He has a comprehensive understanding of writing and creating legal descriptions. Mike is a skilled negotiator and has been instrumental in acquiring several part -take fee interests, permanent slope easements, and temporary construction easements on a voluntary basis without the need for condemnation. Mike has also drafted CAD drawings and acquired easements for San Diego Gas & Electric. He was instrumental in getting Permits to Enter signed on behalf of Caltrans for environmental impact studies. As a former Title Engineer, Mike has worked with County and City personnel in writing legal descriptions for newly created properties. His expertise is creating customized maps such as aerial/radius views using specialized mapping and GIS software. His hard work was recognized by the City of San Diego's Mayor when he received an award on behalf of the successful and professional completion of the San Diego Square Senior Apartments temporary relocation project. Project Experience Mike's project experience includes the following: Right of Way Agent, City of Santa Ana Bristol St, Santa Ana, CA: Mike provided acquisition, residential, and commercial relocation services. Tasks included the acquisition of permanent and temporary construction easements, acquisition of part takes, relocation of owner occupied, relocation of tenants, business relocations, determining relocation benefits, residential and non-residential, determining owner occupied Purchase Price Differential or Mortgage Interest Differentials, and R/W Consultant Scope. Right of Way Agent, Kraemer Blvd. Grade Separation, Orange County Transportation Authority, Orange, CA: Mike provided quality control oversight for the project and performed examination of all files in order to ensure that pertinent information was included. Reviewed all project files requiring temporary construction easements beginning from the notice of appraisal stage and leading up to the final acquisition of properties to ensure compliance with necessary OCTA requirements. Right of Way Agent, County of Los Angeles Metropolitan Transportation Authority, Crenshaw Transit Corridor, Los Angeles, CA: Mike provided right of way analysis for the Advanced Conceptual Engineering phase of an 8.5-mile light rail project, reviewed right of way requirements identified by alignment changes, including relocation impacts of households and businesses. He also performed inspection of lease and license agreements for determination of relocation eligibility and assistance qualifications. Appendix Page 2 of 34 1 Clark Land Resources, Inc. (WBE/SB) Michael Harris, R/W-NAC Role: Senior Relocation Agent Right of Way Agent, Park Crest Income Certifications and Permanent Relocation, San Diego Housing Commission (SDHC), San Diego, CA: Mike provided Income Certification for 72 one -bedroom units and 7 permanent relocations. This project consisted of providing necessary notices to all tenants. Performing relocation tenant interviews with all tenants. Provided Relocation Advisory Assistance Services and claim filing process. Right of Way Agent, West Park Inn, Temporary Relocations/Permanent Relocation, Housing Development Partners (HDP), San Diego, CA: Mike provided Temporary Relocation Services for 4 single room occupancy units residing at the West Park Inn/Quality Inn Hotels at the time of HDP purchase of the site. Coordinated the move and return for a 6 day stay during fumigation of said residence. Upon the return coordinated the permanent relocation of said 6 units. Right of Way Agent, San Diego Square Senior Living Temporary Relocations, Housing Development Partners (HDP), San Diego, CA: Mike provided Temporary Relocation Services for 154 one -bedroom units while building under rehab. Project consisted of tenant interviews, providing transportation to and from selected hotel, calculating receipts for tenant meal reimbursements and preparing and providing tenant claims to be sent to HDP for processing. Right of Way Agent, St. Joseph's Relocations, CCDC, San Diego, CA: Mike performed relocation assistance for very low-income tenants of a Single Room Occupancy Hotel in downtown San Diego for CCDC with 77 very low-income SRO tenants, and 4 commercial tenants with their relocations. Meeting with and informing property owners impacted by the project and making displacees familiar with the relocation process, providing necessary notices to affected persons, researching eligibility of relocations benefits and provide comparable relocation housing options. Right of Way Agent, 1-15/La Mesa Road/Nisqualli Road, City of Victorville, CA: Mike provided acquisition services for the City of Victorville's extensive Interchange project. The project required full and partial take acquisitions. Negotiated with various property owners for sensitive property acquisitions. Was in contact with Title and Escrow personnel to obtain title reports and escrow documents for closing of the properties being acquired. Right of Way Agent, K Street Pipeline, City of Brawley, Brawley, CA: Mike provided acquisition services for the City of Brawley's sewer pipeline project. The project required negotiations with nine property owners via phone and email to acquire a 10-foot fee strip of land along the rear of each property for sewer line purposes. Prepared Grant Deeds and forwarded via USPS for signatures and returned to forward to City of Brawley. Right of Way Agent, Caltrans SR 94/125 Permits to Enter Acquisitions, San Diego CA: Mike was one of the agents responsible for meeting with property owners to explain the environments impact studies stage of the project in an attempt to obtain signed Permits to Enter (PTE) from property owners. Right of Way Agent, Fire Risk Mitigation (FIRM) Project, San Diego Gas & Electric (SDG&E), San Diego, CA: As a Negotiation Acquisition Agent, Mike reviews acquisition packets to determine property ownership and affecting existing easements to determine if a new easement or an amendment of existing easement are needed. Necessary acquisition documents are prepared to assist in negotiating the execution of either a new easement or an amended easement is to be acquired. Meetings with property owners are scheduled to have easements executed. Right of Way Agent, Distribution Easements, SDG&E, San Diego, CA: Mike provided acquisition services for SDG&E's easements related to new facilities, infrastructure improvements, underground conversions, and new pad mounted electrical switches (PME's). Over 500 easements had been acquired for these purposes. Mike was the agent responsible for the creation of the easement document as well as the exhibit A via Auto CADD lite. Through negotiations with both property and third -party owners he obtained the needed signatures for acquired easements. ArP\ AA I Appendix Page 3 of 34 1 Clark Land Resources, Inc. (WBE/SB) Kathy Cabanilla Right of Way/Relocation Agent Certifications/Licenses: CA Real Estate Salesperson, #01812263, exp. 3/29/2024 CA Notary Public, #1725533, exp. 2/17/2023 Education: Bachelor of Arts Degree, Sociology Associate of Arts Degree, General Studies Professional Associations: Member, International Right of Way Association (IRWA) Relevant Experience: Kathy Cabanilla has over 14 years of right of way experience on projects throughout Southern California, specifically in acquisition, negotiation, and relocation. These include utility, alternative energy, redevelopment, transportation, water, and river -shed projects. Kathy is bilingual and her combined experience in both temporary and permanent relocations, right of way acquisitions, and her academic background in sociology provides unique skills for negotiations and relocations. Her experience also includes providing acquisition, residential, and commercial relocation services for the City of Santa Ana. Project Experience Kathy's project experience includes the following: Right of Way Agent, City of Santa Ana Bristol St, Santa Ana, CA: Provided acquisition, residential, and commercial relocation services. These services included presenting GIN letters and 90-day vacate notices. Kathy also calculated relocation benefits and conducted vacancy inspections. Relocation Agent, Orange County Flood Control District, Prado Dam Project Relocations, Orange County, CA: Kathy provided relocation services for the Prado Dam improvements. The dam is a flood control and water conservation project originally constructed by the Army Corps of Engineers in 1941. As the dam was determined not sufficient to prevent a hundred -year flood, the reservoir needed to be increased and the dam level raised. Kathy's team acquired rights in more than 200 properties. Approximately 50 relocations, including residential, commercial, dairy and agricultural were necessary. The dairy farm relocations required extensive planning and preparation and had many specialty issues. Kathy helped ensure the project stayed within budget and all relocations were completed ahead of schedule. Acquisition & Relocation Agent, Nogales Street South Grade Separation Project, Alameda Corridor East (ACE) Construction Authority, City of Industry, CA: Kathy was part of the team to provide extensive right of way services for this Caltrans oversight project. To ensure the project would start on schedule, Kathy's team obtained two right of entries, 32 construction easements, 51 permanent easements, and 4 full -takes. She aided in obtaining property possession through both purchase agreements and "possession and use" agreements. Services include title reports, appraisal, appraisal review, acquisition, property relocation, escrow, litigation support, utility relocation support, and Caltrans certification. Kathy provided full -service acquisition and relocation services for this project. Relocation Agent, Crenshaw/LAX Transit Corridor, Los Angeles County Metropolitan Transportation Authority (Metro), Los Angeles, CA: This FTA and Los Angeles County Measure R-funded design/build project is a major north - south light rail system that will connect LAX to the Metro Green Line to the south and the Expo line to the north. Kathy provided residential and commercial relocation assistance. Commercial relocations included a variety of businesses including automotive, hair salons, veterinary hospital and medical -related businesses. Appendix Page 4 of 34 1 Clark Land Resources, Inc. (WBE/SB) Kathy Cabaniiia Role: Right of Way/Relocation Agent Relocation Agent, On -Call Acquisition and Relocation Services (Willowbrook, Las Brisas, City Terrace, Dangler Avenue, Archwood Avenue and Bandera Street), Community Development Commission (LACDC)/ County of Los Angeles, CA: Kathy was responsible for acquisition and relocation assistance on multiple projects involving Section 8 Housing. She assisted in the performance of an audit of approximately 20 relocations performed by a developer who had applied for 104d funds. Relocation Agent, City of Imperial Beach, Palm Avenue Redevelopment Project, Imperial, CA: For the City's redevelopment project, Kathy prepared a relocation cost study and provided relocation assistance for 15 businesses. Relocation Agent, San Diego Housing Commission (SDHC), Park Crest Senior Apartments, San Diego, CA: Kathy's team prepared a relocation plan, conducted tenant interviews and performed income certifications for 67 tenants at the Park Crest Senior Apartments. These services were carried out to determine resident eligibility when the San Diego Housing Commission purchased the property to convert to affordable housing. In addition to relocation work, Kathy translated notices from English to Spanish. Relocation Agent, Los Angeles County Department of Regional Planning, Sky Terrace Mobile Home Park Closure Impact Report Review, Los Angeles, CA: Kathy performed a review of the Sky Terrace Mobile Home Park Closure Impact Report in order to fulfill due diligence required by Los Angeles County Code and the State Mobile Home Residency Law. Kathy's thorough review included compliance with applicable regulations, verification of maps and letters presented in the report and availability of relocation resources. Relocation Agent, City of Victorville, Old Town Redevelopment Project, Victorville, CA: As a part of its Strategic Action plan to revitalize Old Town Victorville, the Victorville Redevelopment Agency implemented a mixed -use development to provide quality housing, retail and entertainment establishments. In support of this effort, Kathy provided relocation assistance to property owners who agreed to voluntarily sell their property to the City. Kathy's team acquired over 20 properties. Relocation services consisted of 15 low-income residential tenants and two mobile home parks and providing outreach meetings. Relocation Agent, Rehabilitation of Three Abode Community Apartment Buildings, Long Beach, CA: Kathy drafted a Relocation Plan, performed relocations and calculated relocation benefits. The project located at 1801 E. 68th Street had 31 units that required two permanent relocations and 29 temporary relocations. The complex at 1823 E. 68th had 31 units and required nine permanent relocations and 22 temporary relocations. The project at 1528 Freeman Avenue had 19 units and required one permanent relocation and 18 temporary relocations. Relocation Agent, Abode Communities, Centennial Place, Pasadena, CA: Kathy assisted Abode Communities with a relocation plan involving 114 units in a four-story building in the City of Pasadena while the elevators were repaired. All of the units were SRO units serving tenants with special needs. The project involved 15 temporary relocations in which tenants were moved into hotels for two weeks. During the project, the elevators were non-functional. Relocation Agent, Abode Communities, Laurel Village Project, Pacoima, CA: Abode Communities rehabilitated the Section 8-based Laurel Village project. This resulted in the need for 72 temporary relocations and eight permanent relocations. Kathy worked diligently to minimize any hardships to the affected tenants by taking into account each occupant's needs and personal situation when coordinating movers and construction crews. Relocation Agent, Los Angeles Unified School District (LAUSD), Elementary Schools, Los Angeles, CA: Kathy provided residential and commercial relocation services. These services included presenting GIN eligibility letters and 90-day vacate notices. She also provided site searching for comparable housing. Kathy assisted in relocation of nearly 400 residences and businesses. Appendix Page 5 of 34 1 Clark Land Resources, Inc. (WBE/SB) Kathy Cabaniiia Role: Right of Way/Relocation Agent Right of Way Agent, Housing Development Partners (HDP), West Park Inn, Temporary Relocations, San Diego, CA: Provided Temporary Relocation Services for 47 SRO units while building under rehab. This project consisted of tenant interviews, providing transportation to and from selected hotel, calculating receipts for tenant meal reimbursements and preparing and providing tenant claims to be sent to HDP for processing. Right of Way Agent, Housing Development Partners (HDP), Quality Inn, Temporary Relocations, San Diego, CA: Provided Temporary Relocation Services for 92 units while building under rehab. Project consisted of tenant interviews, providing transportation to and from selected hotel, calculating receipts for tenant meal reimbursements and preparing and providing tenant claims to be sent to HDP for processing. Right of Way Agent, San Diego Gas & Electric (SDG&E), Fire Risk Mitigation (FIRM) Project, San Diego, CA: As a Negotiation Acquisition Agent, Kathy reviews acquisition packets to determine property ownership and affecting existing easements to determine if a new easement or an amendment of existing easement are needed. Necessary acquisition documents are prepared to assist in negotiating the execution of either a new easement or an amended easement is to be acquired. Meetings with property owners are scheduled to have easements executed or further negotiating if necessary. lark Appendix Page 6 of 34 1 Clark Land Resources, Inc. (WBE/SB) lain Reilly, RWA, MBA Senior Right of Way Agent Ce rt if icat io n s/L ice n ses: Right of Way Agent (RWA), International Right of Way Association (IRWA), Issued: 10/1/2018 CA Real Estate Broker, #01208374, Expires: 12/7/2021 CA Notary Public, Expires: 5/26/2023 Education: Master's Degree, Business Administration, Sonoma State University, Rohnert Park, CA Bachelor's Degree, Political Science/International Relations, UC Santa Barbara, Goleta, CA Relevant Experience: lain Reilly, RWA, has been licensed for the last 18 years as a California Real Estate Broker. lain has been working in the right of way industry for the last couple of years, using his time on the Appraisal Staff of the Sonoma and Napa County Assessor's offices as a springboard into right of way work. He has performed encroachment investigations including property site reviews and assessments, reviews of title reports, and any potential ownership issues, initiated contact, interviewed neighboring property owners, determined issues, and negotiated resolutions. lain's experience also includes reviewing title reports, creating and reviewing market data reports, reviewing and negotiating title work and ownership issues, drafting Purchase and Sale Agreements, and closing of escrows and transactions. Project Experience lain's project experience includes the following Right of Way Agent, San Diego Gas & Electric (SDG&E), PRIME Project, San Diego, CA: lain has been part of SDG&E's PRiME Project working to determine the extent of the client's ability to make needed facility upgrades, fire hardening and other improvements on private properties. This entails the research and interpretation of the acquired easements to define an exact understanding of the client's rights and the parameters construction crews in the field will have to work within. When his research shows the rights -of -way are less than comprehensive lain works with private property owners to complete acquisitions of the necessary easement rights required. Right of Way Agent, SDG&E, Fire Risk Mitigation (FIRM) Project, San Diego County: The FiRM Project was created to proactively address fire risk by "hardening" the critical areas within SDG&E's service area that is most at risk for wildfires. This effort includes replacing older overhead distribution line. lain is a Right of Way Agent working on the Research / Interpretation Team for SDG&E's FiRM Project. lain supports this project through his interpretation of current easement rights and how those current rights either support or fail to support SDG&E's designs for the upgrading and fire hardening of specific facilities on a property by property basis. Appraiser II, Napa County Assessor's Office, Napa, CA: As an Appraiser 11 for the Napa County Assessor's Office lain appraised a wide variety of property for tax purposes. To complete this work lain secured and analyzed data and prepared real property appraisals using cost guidelines and spreadsheets to compare, contrast, and generate property values. lain conducted field studies and appraisals of residential, commercial, industrial, and agricultural properties while collecting and tabulating data on sales, rentals, and costs of real and other property. His most enjoyable work was engaging in significant amounts of customer service and working with property owners and others to obtain necessary information as well as to explain the tax appraisal process and purpose. Appendix Page 7 of 34 1 Clark Land Resources, Inc. (WBE/SB) lain Reilly, RWA, MBA Role: Senior Right of Way Agent lain continually worked and studied to develop appraisal skills and knowledge of California statutory and regulatory guidelines for appraising real property for tax assessment purposes. Appraiser Aide, Sonoma County Assessor's Office, Santa Rosa, CA: As an Appraiser Aide for the Sonoma County Assessor's Office lain analyzed blueprints/plans for physical descriptions of land and improvements and measured, plotted, and described construction characteristics of residential, commercial, and agricultural buildings, classifying them as to quality of construction, shape and condition. He electronically diagrammed buildings or property improvements to be appraised and prepared forms and other materials for field appraisal work including subject property investigations and photography. lain also conducted searches and checks of various records/DB's to ascertain title and property values and assisted with subject property investigation and data analysis for the assessments of vacant & improved land, commercial and agricultural buildings, fixtures and plantings, and other improvements and rights of use. Real Property Specialist II, Midpeninsula Regional Open Space District, Los Altos, CA: While working as a Real Property Specialist II for the Midpeninsula Regional Open Space District lain's tasks included encroachment investigations including subject property site reviews and assessments, review and assessment of title reports and any potential ownership issues, initiated contact and interviewed neighboring property owners, determined issues and negotiated resolutions. lain completed RFP's with local appraisers and survey companies for a variety of required survey contracts involving residential and open space properties, working with private, commercial, and state entities. He also prepared, managed, and resolved co -location licensing arrangements including negotiation and advisory services, drafting/legal review and amendment of co -licensing agreements, and project management through resolution. lain provided project management, coordination, and creation of On -Call Rural Survey Services List, opened to public bidding through advertised Request for Proposal/Qualifications, including vetting of competing applicants, drafting /legal review/execution of On -Call Contracts and creation of follow-up excel scoring spreadsheets based on services offered and scope requested of applicants. He negotiated fee acquisitions and exchanges of interests in real property (rights -of -entry, easements, public rights -of -way) to the satisfaction of property owners, representatives and principals, including subject property site reviews and assessments, review/ assessment of title reports, review/assessment/creation of market data reports, review and negotiation of title work and ownership issues, drafting/legal review/amendment of Purchase and Sale Agreements, Rights of Entry, Rights of Way, and Agreements to Exchange Interests in Real Property, including drafting/legal review and amendment of specific easement grant deeds and agreements to exchange them, opening, management and closing of escrows/transactions including documentation of transactions through generation of board reports, resolutions, certificates of acceptance, etc., recordation of deeds, and organization and archiving of acquisition files, both paper and electronic. Appendix Page 8 of 34 1 Clark Land Resources, Inc. (WBE/SB) Mike Flanagan, SR/WA, R/W-NAC Project Manager C e rt if i ca t i o n s/Licenses: Senior Right of Way Agent (SR/WA), International Right of Way Association (IRWA), #5576 Right of Way Negotiation and Acquisition (R/W-NAC), IRWA CA Real Estate Salesperson, #0856742, Expires: 1/16/2024 Education: Master's Degree, Public Administration, San Diego State University Bachelor's Degree, Economics, San Diego State University Professional Associations: Region 1Vice Chair, IRWA Relevant Experience: Mike Flanagan, SR/WA, R/W-NAC, has over 30 years of experience in the right of way industry. His extensive experience in right of way includes working on projects for the City of San Diego, County of San Diego, Elsinore Valley Municipal Water District, Rainbow Municipal Water District, Lakeside Water District, San Diego County Water Authority, and SDG&E. Mike currently serves as Project Manager on the City of San Diego's Pure Water Project where Clark Land is providing as -needed real estate, relocation, and appraisal services. Project Experience: Mike's project experience includes the following: Project Manager, City of San Diego Public Utilities Department, Pure Water San Diego, City of San Diego, CA: The acquisition efforts of the Pure Water San Diego Project included fee acquisition of a commercial site for construction of the pump station and acquisition of permanent and temporary easements for a pipeline carrying sewage from Old Town to the new treatment plant in the University City area. From the treatment plant, additional easements were necessary to transport the reclaimed water to the Miramar Reservoir. The project included hiring and managing two appraisal firms to appraise the fee and easement parcels. Project Manager, Elsinore Valley Municipal Water District, On -call Commercial Real Estate Services, Lake Elsinore, CA: As Project Manager, Mike oversees property appraisal, letters of offer, purchase and sale documents, escrow coordination, condemnation support, and recordings of property transfers. Mike develops or assists in the development of easement language and acquires easements, as necessary. He performs document research, property research, interpretation of property rights and title information and acquires Rights of Entry. Senior Right of Way Agent, Olivenhain Preserve Project, County of San Diego, CA: The project objective was to acquire nearly 400 acres from property owners for inclusion in the Olivenhain Open Space Preserve. The greatest challenge on this project was assisting the Board of Supervisors, District Three Staff, with identifying funding sources to pay for the three-phase acquisition. Through Mike's connections with the International Right of Way Association he had learned that the Water Authority needed to acquire various property rights within the area the County was proposing to purchase. Mike met with Water Authority staff and, with approval of the Board Office, agreed to sell to the Water Authority the necessary property. The funds received from the Water Authority were used in a subsequent phase of the Olivenhain land acquisition. Project Manager, Lakeside Water District, As -Needed General Real Property Services, Lakeside, CA: Mike manages this project to provide as -needed right-of-way, land management, easement, and property rights research. Appendix Page 9 of 34 1 Clark Land Resources, Inc. (WBE/SB) Mike Flanagan, SR/WA, R/W-NAC Role: Project Manager Project Manager, Rainbow Municipal Water District, As -Needed General Real Property Services, Fallbrook, CA: Mike manages this project to provide as -needed right-of-way, land management and encroachment resolution services to the water district. The projects include coordination with Metropolitan Water District for negotiation of property rights/permitting and boundary surveys for determining easement rights. Other services provided include encroachment resolution, partial acquisitions for subterranean easements and coordination with local and state agencies for utility relocation. Senior Right of Way Agent, Mountain Meadow Road Improvement Project, County of San Diego, CA: The Mountain Meadow Road Improvement Project widened Mountain Meadow Road from two -lanes to four -lanes beginning at the exit of Interstate-15 two miles east to the Hidden Meadows neighborhood, 31 of the 33 required parcels were acquired through negotiation. Eminent Domain suits were filed against two of the property owners, however, those acquisitions were later settled through continued negotiation. The most challenging aspect of this project was completing the acquisition of easements, which would bring the traveled lane, in some cases, within 12- feet of the owner's residence. Senior Right of Way Agent, San Diego County Water Authority, Carlsbad Desalination Project, San Diego, CA: The Carlsbad Desalination Plant was constructed adjacent to the ocean at South Carlsbad Beach, ten miles from the aqueduct system. Mike used his acquisition skills to purchase approximately 15 easements for the pipeline connecting the 2-acre Connection Facilities site to the Plant. The greatest project challenge was acquiring the Connection Facilities parcel from an owner who possessed an approved development plan. Senior Right of Way Agent, San Diego County Water Authority, Pipeline 3 Reline Project, San Diego County, CA: The project proposed to reinforce Aqueduct Pipeline 3 through which desalinated water would be pumped from the Connection Facility to the Twin Oaks Treatment Plant. The project required 16 temporary easements at approximately .5-mile increments, where contractors could excavate 100 feet of large -diameter pipe, insert new steel liners, then reinstall the 100-foot section that had been removed. The greatest project challenge was working with the Movement Church and City of San Marcos to construct a temporary parking lot to replace the permanent parking area which was excavated for pipe removal. Senior Right of Way Agent, San Diego County Water Authority, San Vicente Dam Raise Project, San Diego, CA: The San Vicente Dam Suite of projects included acquisition of pipeline easements for the 11-mile, large diameter San Vicente tunnel to a connection point with the SDCWA aqueduct. Adjacent to Interstate 15, acquisition of land for the SV Surge Tank and Pump Station facilities, acquisition of approximately 425 acres, from 17 property owners (all at appraised value) for additional buffer surrounding the SV Reservoir, acquisition of temporary property rights from the City of San Diego (the dam and reservoir remain property of the City of SD) for construction of the 117-foot height increase to the dam structure. The greatest project challenge was working through the City Council approval process. Senior Right of Way Agent, San Diego County Water Authority, Mission Trails Pipeline and Tunnel Project, San Diego, CA: As a Senior Right of Way Agent Mike acquired property located in Mission Trails Regional Park from City of San Diego and San Diego Unified School District for construction of a 5-mile pipeline and 12-million-gallon Flow Regulatory Structure. Challenges included working through School District approval process for acquisition. Senior Right of Way Agent, San Diego Gas & Electric (SDG&E), Fire Risk Mitigation (FIRM) Project, San Diego, CA: Mike acquired new easements and amended existing easements for SDG&E's electric distribution pole replacement project. To increase safety in high fire prone areas, SDG&E has embarked on a multi -year project of assessing the safety and technical effectiveness of over 180,000 electrical distribution poles in their territory. Clark Land is supporting this multi -faceted and complex program by managing the land activities for SDG&E. Appendix Page 10 of 34 1 Clark Land Resources, Inc. (WBE/SB) Mike Flanagan, SR/WA, R/W-NAC Role: Project Manager This includes researching all title rights for every property where a pole is located, interpreting those rights for access, determining if new or amended easements are required, and acquiring any additional property rights. Senior Right of Way Agent, Contract Manager, Appraisals, Environmental, Title and Escrow: Mike managed outside contract work from private party contractors that included appraisal firms, environmental engineering companies, title insurance, and escrow companies. He developed the Scope of Work, issued Requests for Proposals, formed selection committees, reviewed submittals, interviewed firms, and negotiated service contracts. Mike also obtained estimates for individual tasks, issued Task Orders for assignments, monitored delivery, reviewed submitted work, monitored contract spending, and evaluated firms for contract extensions and termination. Appendix Page 11 of 34 1 Clark Land Resources, Inc. (WBE/SB) Sue Cope, SR/WA Principal in Charge Certificatio ns/Licenses: Senior Right of Way Agent (SR/WA), International Right of Way Association (IRWA), #6887 CA Real Estate Salesperson, #2005469 Education: Associate of Arts Degree, Liberal Arts, Fresno City College Upper Graduate Studies, California State University, Fresno Professional Associations: Member and Pipeline Committee Chairperson, IRWA Education Committee, Host Committee, and Public Works Certification Candidate, American Public Works Association (APWA) Relevant Experience: Sue Cope, SR/WA, has 29 years of experience working with municipal, state, and federal project teams in support of public works and utility projects. She is responsible for overseeing the Clark Land project teams, providing right of way support to clients such as the City of San Diego, Elsinore Valley Municipal Water District, Vista Irrigation District, Rainbow Municipal Water District, San Diego Gas & Electric (SDG&E), and SoCalGas. These projects have involved right of way, relocation, appraisal, feasibility analysis, design, land management services and construction support. The right of way and land management services included title research, property acquisition (partial, fee, lease), encroachment resolution, and condemnation procedures. Sue's responsibilities are to verify that clients receive satisfactory service and that all services are performed with the highest level of integrity and ethics as guided by the International Right of Way Association's Standard of Care. Sue is in charge of supplying Clark Land's project managers with the vital resources needed for on -time submittal of client deliverables. Sue holds weekly project meetings with project managers to monitor schedules and resources. Sue works closely with the Contract Administrator, to ensure that contract obligations are met as well as any reporting requirements, including reporting for prevailing wage. Project Experience: Sue's project experience includes the following Principal in Charge, City of San Diego Public Utilities Department, Pure Water San Diego, City of San Diego, CA: The acquisition efforts of the Pure Water San Diego Project included fee acquisition of a commercial site for construction of the pump station and acquisition of permanent and temporary easements for a pipeline carrying sewage from Old Town to the new treatment plant in the University City area. From the treatment plant, additional easements were necessary to transport the reclaimed water to the Miramar Reservoir. The project included hiring and managing two appraisal firms to appraise the fee and easement parcels, coordination, management and involvement in the acquisition efforts and oversight of the relocation of the commercial property tenant. Principal in Charge, Elsinore Valley Municipal Water District (EVMWD), On -Call Commercial Real Estate Services, San Diego County, CA: As Principal in Charge, Sue oversees property appraisal, letters of offer, purchase and sale documents, right of way coordination, condemnation support and recordings of property transfers. Principal in Charge, Rainbow Municipal Water District (RMWD), As -Needed General Real Property Services, San Diego County, CA: Sue oversees this project to provide as -needed right of way, land management and encroachment resolution services to the water district. Appendix Page 12 of 34 1 Clark Land Resources, Inc. (WBE/SB) Sue Cope, SR/WA Role: Principal in Charge The projects include coordination with Metropolitan Water District for negotiation of property rights/permitting and boundary surveys for determining easement rights. Other services provided include encroachment resolution, partial acquisitions for subterranean easements and coordination with local and state agencies for utility relocation. Senior Right of Way Agent/Principal in Charge, City of Vista, OV1 and VC1 Sewer Maintenance Projects, Vista CA: This project involved the design of a new access road for sewer maintenance purposes along Highway 78 at the Oceanside and Vista borders as well as on residential and agricultural properties in Vista. Clark Land is providing easement feasibility analysis and will provide acquisition services after the preliminary design phase. Sue provided support to the Project Manager with resources to meet this fast track preliminary design schedule. Principal in Charge, Vista Irrigation District (VID), HL Main Line Encroachment Feasibility Analysis, Vista, CA: VID has taken a proactive approach to potential encroachment issues affecting access to their own facilities and hired Clark Land to perform an analysis of the different types of existing easements, provide feedback and recommendations about VID's ability to defend encroachments against each easement type and perform a case study of existing encroachments on the HL Main line. To determine the number and types of encroachments along the HL Main pipeline, Clark Land's analysis included researching each property type and reviewing easements, if existing, in association with each parcel in the pipeline alignment, performing a risk analysis of VID's current access rights, if any, manually inspecting the pipeline and visually recording encroachments, documenting typical encroachments and estimating number of encroachments district -wide. Senior Right of Way Agent, SPEC Services/SDG&E/Southern California Gas Company, Pipeline 1600 and 3600 Feasibility Study, San Diego County, CA: At the request of SoCalGas, Clark Land was asked to provide easement and acquisition information, as well as cost estimates, for replacing and/or relocating the 16", 50-mile Pipeline 1600 reaching from the Riverside County border in the north to the Santee area of San Diego in the south and east. The proposed project involves replacing the 16" pipeline with a 36" pipeline and acquiring additional easements for the construction, operation, or maintenance of the line. At the request of the client, Clark Land has provided analysis for over 10 alignments. Sue provided support for several proposed alignments of 30- to 50-mile pipeline alignments in San Diego County. The work involved determining the right of way labor, multiple agency fees and property acquisition costs along the proposed alignments. Project Director, San Diego Gas & Electric (SDG&E), Fire Risk Mitigation (FIRM) Project, San Diego County, CA: Clark Land is supporting this multi -faceted and complex program by managing the land activities for SDG&E. This includes researching all title rights for every property where a pole is located, interpreting those rights for access, determining if new or amended easements are required, and acquiring any additional property rights. Thus far, Clark Land has negotiated and closed over 400 easement transactions in the past 3 years. Clark Land has provided over 20 team members to work side -by -side with the rest of the FiRM team. The process includes acquisitions and negotiating with property owners for the rights. A large amount of data is being generated through this project and Clark Land is responsible for documenting all of the land issues and uploading those to SDG&E's system. Project Director, SDG&E, As -Needed Research Services, San Diego County, CA: Due to a large number of new business service requests, and a high number of program projects, SDG&E requested that Clark Land help assist their Records Research team in locating property rights records. Currently, five to six team members work in SDG&E's Records Department supporting requests for property rights information on new business requests, the FiRM project and PSEP projects. Appendix Page 13 of 34 1 Clark Land Resources, Inc. (WBE/SB) Jim Fishinger, RWA QA/QC/Broker Ce rt if icat io n s/L ice n ses: CA Real Estate Broker, #00882123, Issued: 2/7/91, Expires: 2/6/23 Right of Way Agent (RWA), International Right of Way Association (IRWA), Issued: 9/1/19 Education: Graduate, Ohio State University Professional Associations: Member, IRWA National Association of Realtors California Association of Realtors North San Diego County Association of Realtors MLS affiliate with The Southwest Riverside County Association of Realtors Relevant Experience: Jim Fishinger, RWA, started in the Real Estate Industry in 1985 and became a Broker in 1991. A graduate of Ohio State University, his experience includes overseeing the creation of over 500 lots in Southern California, working with engineers, land planners, environmental consultants, government authorities, and utilities to take medium to large parcels through the approval process so they could then be sold to merchant builders with the entitlements they require. He has also worked with a considerable amount of residential real estate, including relocation. Jim has managed offices for 4 companies and most recently has been the Owner/Broker for his own company. He has trained numerous agents and reviewed contracts for compliance in those management positions Project Experience Jim's project experience includes the following: Broker, San Diego Gas & Electric (SDG&E), Fire Risk Mitigation (FIRM) Program, San Diego, CA: To increase safety in high fire prone areas, SDG&E has embarked on a multi -year project of assessing the safety and technical effectiveness of over 180,000 electrical distribution poles in their territory. Clark Land is supporting this multi- faceted and complex program by managing the land activities for SDG&E. This includes researching all title rights for every property where a pole is located, interpreting those rights for access, determining if new or amended easements are required, and acquiring any additional property rights. Jim provides oversight for property acquisitions on this project. Appendix Page 14 of 34 1 Clark Land Resources, Inc. (WBE/SB) Pamela (Pam) Parr, RWP-TN Property or Facilities Management C e rt if i ca t i o n s/Licenses: Right of Way Professional -Transportation (RWP-TN), International Right of Way Association (IRWA) CA Real Estate Salesperson, #01132993, Expires: 4/7/2023 CA Notary Public, #2273154, Expires: 1/10/2023 Caltrans Right of Way Two Week Academy Certification Safety Certified for CP1, CP2, CP3 & CP4 segments of CHSRA project Education: Undergraduate, California State University, Fresno Professional Associations: Member, IRWA Relevant Experience: Pam Parr, RWP-TN, has over 25 years of experience in real estate, right of way, property, and asset management. Pam is highly versatile, and goal oriented, with a tradition of success in real estate negotiation, acquisition, project management, and asset/property management. Her areas of proficiency include right-of-way acquisition, project planning, performing due diligence, and construction management of projects from pre -bid through completion. Project Experience Pam's project experience includes the following: Right of Way Agent/Project Manager/Asset Manager/Construction Specialist, City of Fresno, Fresno, CA: Pam performed negotiation, contract administration, property management and related duties for the acquisition, disposition or rental of City owned properties. She also performed administrative and operational work related to the remodeling, improvement, construction, and maintenance of City owned or leased buildings and facilities, monitored contractors to ensure compliance with labor laws in City construction, consulting, and equipment contracts. Senior Right of Way Agent/Assistant Project Manager, San Diego Gas & Electric (SDG&E), Fire Risk Mitigation (FIRM) Project, San Diego, CA: As a Senior Right of Way Agent, Pam reviews acquisition packets to determine property ownership and existing easements to determine if a new easement or an amendment of an existing easement is needed. Pam prepares the necessary acquisition documents to assist in negotiating the execution of a new or amended easement and attends meetings with property owners to have easements executed or for further negotiating, if needed. Acquisition Manager, Right of Way Delivery Team, California High -Speed Rail Authority, Fresno, CA: As the Acquisition Manager, Pam was responsible for meeting weekly with the High -Speed Rail Authority to provide updates on the negotiation and acquisition of all necessary fee and easement acquisitions for the project. Pam performed Quality Assurance/Quality Control (QA/QC) review of all documents prior to the presentation to property owners and submittal to the Authority for final approval. In addition to Acquisition Manager duties, Pam managed her own project load of over 90 parcels by successfully negotiating with property owners and attorneys to complete the acquisition process. Key clients Pam worked with were the Fresno Irrigation District and Fresno Metropolitan Flood Control. She was responsible for arranging appraisals for fee purchase and acquisition of easement rights and preparing appraisal summary review documents for presentation of value to property owners. Pam worked under the direction of the legal department for settlement agreements and condemnation proceedings. Appendix Page 15 of 34 1 Clark Land Resources, Inc. (WBE/SB) Pam Parr, RWP, RWP-TN Role: Property or Facilities Management Commercial Property Management, The Walters Management Company, San Diego, CA: Communicated with real estate brokers, property owners, tenants, potential tenants, and vendors to establish and maintain working relationships. Her tasks included performing ongoing lease administration to ensure tenants' compliance with all lease provisions, working effectively with architects, engineers, developers, bankers, contractors, inspectors, city officials, decorators, agents, and tenants, preparing annual management plans, budgets, and monthly financial reports for owners of commercial properties. Project Coordinator/Office Manager, Grubb & Ellis Realty Commercial Real Estate/Property Management, Fresno, CA: Pam communicated with real estate brokers, property owners, tenants, potential tenants, and vendors in order to establish and maintain working relationships. She negotiated leases and contracts, prepared marketing material, viewed properties with prospective tenants, prepared lease and sale documents. She planned and scheduled work of various contractors and company employees involved in remodeling, construction, and maintenance projects. She prepared financial updates and correspondence relating to construction and remodeling projects. Maintained budgets, processed invoices, and controlled overhead costs of construction projects. Real Estate Developer/Asset Management, Diversified Development Group (John Brelsford), Fresno, CA: As an asset manager for a developer/owner of commercial properties throughout the San Joaquin Valley Pam communicated with real estate brokers, tenants, potential tenants, and vendors to establish and maintain working relationships. Performed asset management for over 4.5 million square feet of office, retail, and industrial space, providing property management services to 250 tenants. She also prepared annual management plans, budgets, and monthly financial reports for owner of commercial properties, negotiated leases and contracts, prepared marketing material, viewed properties with prospective tenants, prepared lease documents, planned and scheduled work of various contractors and company employees involved in remodeling, construction, and maintenance projects, prepared financial updates and correspondence relating to construction and remodeling projects, maintained budgets, processed invoices, supervised maintenance personnel, and controlled overhead costs of construction projects. Asset Management and Owner, PLC Management Company, Fresno, CA: Pam communicated with real estate brokers, property owners, tenants, potential tenants, and vendors in order to establish and maintain working relationships. Pam was the owner of a commercial property/asset management company, managing five properties and handling accounts payable and receivable for eight additional properties. Her tasks included planning and scheduling work of various contractors and company employees involved in remodeling, construction, and maintenance projects. She also prepared financial updates and correspondence relating to construction and remodeling projects, maintained budgets, processed invoices, and controlled overhead costs of construction projects. Commercial Property Management, Robert L. Jensen & Associates, Fresno, CA: Communicated with real estate brokers, property owners, tenants, potential tenants, and vendors to establish and maintain working relationships. Her tasks included performing ongoing lease administration to ensure tenants' compliance with all lease provisions, working effectively with architects, engineers, developers, bankers, contractors, inspectors, city officials, decorators, agents, and tenants. She also prepared annual management plans, budgets, and monthly financial reports for owners of commercial properties. Appendix Page 16 of 34 1 Clark Land Resources, Inc. (WBE/SB) Susan Sanchez Title Research/Policies/Clearance Certifications/Licenses: California Notary Public: #2256475, Expires: 8/30/22 Education: Bachelor of Science Degree, Business Accounting, Feati University Professional Associations: Member, International Right of Way Association Relevant Experience: Susan Sanchez has over 30 successful years of experience in the Title Insurance industry. Her excellent skills in research and examination of property production documentation makes her a valuable asset. She has been an accomplished Title Production Coordinator who supervised and trained a large number of staff members with daily title processing operations. Susan has exceptional organizational, analytical, and customer service skills. Project Experience Susan's project experience includes the following: Records Technician, San Diego Gas & Electric (SDG&E), Fire Risk Mitigation (FIRM) Program, San Diego County, CA: SDG&E was required to analyze the risk of electric wood poles in high risk fire areas and those that were deemed as fire hazards are being converted to steel poles throughout San Diego County. Susan is providing SDG&E a copy of their easement, associated sketch, assessor parcel map, and subdivision/parcel map. If there was no right of way easement to be found, verification that the pole facility is either in franchise or on a highway was also required. Title Examiner, Stewart Title of California: Searched and examined Southern and Northern San Diego real properties, records and compiled appurtenant information into production, intermediate report formats. Coded and wrote up a wide variety of title orders for Single Family Residence, Multi Family Residence, Condominiums and Commercial properties. Quality control vendor products by searching and examining the appropriate codes and write-ups finalizing the finished product, before sending through electronic delivery to the customer. Examined reports for missed trust deeds and easements. Created preliminary reports for customers. Telework with team and coordinates with outside parties, Vendors, California, Title Officer. Trained and provided technical title skills to entry-level searchers. Offshore Title Production Coordinator, InterTitle, First American Financial Corp: Produced title insurance products and services in offshore location for electronic delivery to First American Title Insurance in the United States. Supervised and tracked title production, lead in training and providing technical assistance to over 100 off shore staff and local customers. Organized training classes and created instructional material for internal staff. Monitored production statistics, managed workflow, and maintained quality and turnaround time of various products. Communicated with staff and vendors to resolved immediate conflicting issues with delay of products. Researcher/Examiner and Locator/Customer Service, First American Title Insurance: Located property addresses, Assessor Parcel Number, and legal descriptions to locate correct properties. Prepared property profile, legal, and vesting for individual customers, realtors, and sales representatives. Supported customers by answering title related inquiries. Responsible for pulling documents from film, for searching and examining, used to start the preliminary reports. Document Poster, Chicago Title Company (Safeco): Susan's tasks included posting title document manually in a geographic folder to create chain of title and sorting documents in chronological order for filing in the geographic folder. Appendix Page 17 of 34 1 Clark Land Resources, Inc. (WBE/SB) Seth Fontes Title Research/Policies/Clearance Professional Associations: Member, International Right of Way Association (IRWA) Member, American Title Association Member, California Land Title Association Relevant Experience: Seth Fontes has over 18 successful years of experience in the Title Insurance industry. His excellent skills in research and examination of property production documentation makes him an asset to any team. He has exceptional organizational, analytical, and customer service skills. Seth has been an accomplished Title Officer who works with staff members dealing with daily title processing operations. Project Experience Seth's project experience includes the following: Senior Title Agent, San Diego Gas & Electric (SDG&E), Fire Risk Mitigation (FIRM) Program, San Diego County, CA: SDG&E was required to analyze the risk of electric wood poles in high risk fire areas and those that were deemed as fire hazards are being converted to steel poles throughout San Diego County. Seth is providing SDG&E a copy of their easement, associated sketch, assessor parcel map, and subdivision/parcel map. If there was no right of way easement to be found, verification that the pole facility is either in franchise or on a highway was also required. SDG&E needed assistance for their New Business and Prior Rights research. Seth assists in providing the necessary right of way easement documentation, property owner information, location of project on GIS map, and Assessor's Parcel Map. Title Officer, Fidelity National Title Company: Seth's role as a Title Officer included facilitating the closing of over 350 real estate transactions per month and working closely with escrow, Real Estate Agents, buyers, and sellers. He coordinated multiple high -volume tasks within the title unit, including the abstracting of recording documents, reviewing preliminary title reports, and managing special projects all within specific deadlines. Seth made underwriting decisions under time constraints while handling heavy phone and email volume. Title Curative Specialist, iServe Real Estate Operations: Seth's role as a Title Curative Specialist included monitoring 250 plus assets a month. He reviewed legal descriptions, easements, and cleared liens and judgements. Seth also reviewed all preliminary title reports, title commitments, and abstracts quickly and accurately. He identified and cleared defects, encumbrances, and issues in the chain of title on foreclosed properties. He worked directly with attorneys, lien holders, and prior property owners to assess claims upon real property confirming validity and assigned monetary value to claims. Seth prepared complex reports ensuring full compliance with national guidelines, agency requirements, and tight deadlines. Appendix Page 18 of 34 1 Clark Land Resources, Inc. (WBE/SB) JAMES RIOS, PLS SURVEY PROJECT MANAGER YEARS OF EXPERIENCE Total Years 24 With Towill 3 EDUCATION Various survey related courses completed at the following: University of California Riverside, Riverside, CA, Santiago Canyon College, Orange, CA; and ITT Technical Institute, Anaheim, CA REGISTRATION 2011/Professional Land Surveyor/#8823/CA SPECIALIZED EXPERIENCE • Specializes in right of way surveys, boundary surveys, Records of Survey, ALTA preparation, and encumbrance mapping • Experienced in preparing topographic design surveys • Experienced with data processing and least squares adjustments • Excellent working knowledge of Caltrans right of way engineering, CAD, and survey standards • Exceptional safety record SUMMARY Mr. Rios has 24 years of professional experience as a Project Manager, Party Chief, and Mapping Manager. His extensive experience includes performing field calculations, right of way and boundary surveys, and mapping. He has organized, managed, and executed QA/QC plans and has managed a broad range of assignments for various projects requiring extensive knowledge of land surveying and mapping. Mr. Rios routinely supervises the technical work of CAD drafters for the submission of final drawings, submittals, and specifications for approval. He also oversees and coordinates efforts in all aspects of land surveying, including research and analysis, title reports, rights of way, easements, ALTA surveys, topography, and construction staking. PROJECT EXPERIENCE Alameda Corridor -East Construction Authority (ACE), Turnbull Canyon Road Grade Separation, City of Industry, CA: Mr. Rios is serving as Project Surveyor for the Turnbull Canyon Road Grade Separation project. This project will separate the roadway and the UPRR tracks by constructing a roadway overpass at Turnbull Canyon Road between Salt Lake Avenue on the north and Clark Avenue on the south. Towill is performing design surveys for the project's first phase and will go on to perform construction staking for the project's second phase. As Project Surveyor, Mr. Rios is responsible for obtaining right of way permits, establishing horizontal and vertical control, establishing survey control monuments, and preparing a right of way base map based on cadastral research. Caltrans District 8, 1-210 at Pepper Avenue, Colton, CA: As Project Surveyor, Mr. Rios was a part of the team providing right of way engineering survey services. He was responsible for preparing a land net base map, legal descriptions, and appraisal maps for the project. City of Chino, As -needed Land Surveying and Mapping, Chino, CA Mr. Rios serves as Project Manager for this contract. Towill is providing as -needed land surveying and mapping services to the City of Chino. The contract's scope of work includes performing research and data collection, field surveying, right-of-way surveying, construction staking, and monument Towill, Inc. Resume rfTOWILL Page 1 SURVEYING 1 MAPPING 1018 25D-310 Appendix Page 19 of 34 1 Clark Land Resources, Inc. (WBE/SB) JAMES RIOS, PLS SURVEY PROJECT MANAGER preservation. Towill was selected as the sole surveying consultant out of 11 proposing firms in late 2018, recently completed our first task order, and will soon begin work on a second task order. Industry Urban Development Agency, State Route 67/60 Confluence, Phase 2B City of Industry, CA: Located in the City of Industry, the SR-57/60 Confluence Phase 2B project reconstructed the westbound State Route 57/60 from Prospectors Road westerly to Grand Avenue and portions of Grand Avenue north of SR57/60. As part engineering design team, Towill, Inc. is providing land surveying, mapping and right of way engineering services for the Plans, Specifications and Estimates (PS&E) phase, Topographic design surveys, and Right of Way engineering services to supportthe acquisition of additional right of way from four adjacent parcels of the north soled of the project. All the land surveys and deliverables are performed in accordance with the Caltrans Surveys, CAD and Right of Way Engineering Manuals and delivered in MicroStation and In Roads formats. Mr. Rios is serving as Project Surveyor. Orange County Public Works, On -call Land Surveying Services, Orange County, CA: Mr. Rios serves as Project Surveyor for on -call services being provided to the County of Orange. Services that can be requested under this contract include boundary surveys, monumentation, monument preservation, topographic surveys, construction surveys, and other land surveying tasks. Mr. Rios is currently providing surveying and mapping services for monument preservation for pavement rehabilitation in the Olive Heights unincorporated area of Orange County. The scope of services includes monument preservation, horizontal controls, centerline monumentation, pre -construction and post -construction Corner Records, and submitting daily survey reports to the County. Riverside County Transportation Commission (RCTC), 1-15/Railroad Canyon Road Interchange Improvements, Lake Elsinore, CA: Mr. Rios serves Project Manager for Phase I of the 1-15/Railroad Canyon Road Interchange Improvements project in Lake Elsinore. This project will reconstruct the northbound ramps, widen the southbound on -ramp to three lanes, widen Railroad Canyon Road to eight lanes, install meters on the on -ramps, construct northbound deceleration lane, and an acceleration lane at the on -ramps. Towill is providing design surveys, right of way engineering services, and construction design support. San Bernardino County Transportation Authority (SBCTA), 1-15/Baseline Road Interchange, Rancho Cucamonga, CA: Mr. Rios served as a Project Surveyor for this SBCTA interchange project. Towill provided full construction survey support services, including monument preservation and perpetuation, construction staking, horizontal and vertical control, as -built surveys, and right of way surveys. The project improvements consisted of reconstructing the interchange as a partial cloverleaf configuration, the northbound on ramp was modified to two lanes to receive dual leftturn lanes from the eastbound Baseline Road, and the southbound off -ramp was reconstructed as a two-lane exit at 1-15 to expand to a four -lane ramp at its terminus at Baseline Road. In addition, two new bridges and one bridge widening were required. Towill, Inc. Resume rfTOWILL Page 2 SURVEYING 1 MAPPING 1018 25D-311 Appendix Page 20 of 34 1 Clark Land Resources, Inc. (WBE/SB) CHRIS JOHNSON, LSIT OFFICE SURVEYOR YEARS OF EXPERIENCE Total Years 34 With Towill 8 EDUCATION Undergraduate Studies, University of Southern California, Los Angeles, CA, 2000-2004 Completion of Local 12 Survey Apprenticeship and Party Chief Programs LICENSES/REGISTRATIONS 1993/1-and Surveyor -in -Training #5129/CA BNSF/UPRR E-Rail Safe Certified SUMMARY SPECIALIZED EXPERIENCE • Excellent safety record • Proficient in Bentley MicroStation, In Roads, and Trimble Business Center software Knowledgeable in Caltrans standards Proficientwith multiple survey instruments 34 years of field surveying experience Mr. Johnson brings 34 years of professional experience and is an Office Surveyor/Certified Party Chief with Towill, Inc. His background includes design surveys, construction staking, corridor control surveys, boundary surveys, ALTA surveys, HDS surveys, right of way monumentation, and topographical surveys. Mr. Johnson has also performed GPS data reduction, leastsquares adjustments, final mapping, and CAD drafting tasks for topographic and boundary surveys. He is knowledgeable in the use of MicroStation, Bentley In Roads, and Trimble survey instrumentation and software, and has a strong working knowledge of Caltrans standards. PROJECT EXPERIENCE City of Ontario, On -Call Surveying Services, Ontario, CA: Mr. Johnson served as a Party Chief on this contract with the City of Ontario to provide land surveying services. The services provided on this contract consist of, but are not limited to, monument perpetuation, topographic surveying, control surveys, design surveys, field -to -finish mapping, construction surveys, boundary surveys, GPS surveying, 3D laser scanning, right of way engineering and mapping, title searches, ALTAsurveys, and special studies. Some of the task orders under this contract were to provide monumentation perpetuation services for the City of Ontario's resurfacing program. In excess of 50 Corner Records were filed with the county of San Bernardino for this project. Design surveys were also provided for street and alley reconstruction projects, and construction stakingfor various street improvement projects throughout the city of Ontario. Los Angeles County Department of Public Works (LADPW), As -Needed Surveying and Mapping Metropolitan Water District of Southern California, Survey, Mapping, and Related Services Contract, Los Angeles, CA: As a survey analyst on this contractwith the Metropolitan Water District of Southern California, Mr. Johnson provided land surveying, mapping and related services throughout Southern California. This multi -year contract involves boundary services, and right of way and title mapping for MWD owned Towill, Inc. Resume rfTOWILL Page 1 SURVEYING I MAPPING 1018 25D-312 Appendix Page 21 of 34 1 Clark Land Resources, Inc. (WBE/SB) CHRIS JOHNSON, LSIT OFFICE SURVEYOR parcels and easements. The typical survey includes a boundary survey and the filing of a Record of Survey with the appropriate County to delineate MWD's fee and easements parcels. Orange County Transportation Authority (OCTA), SR-91 Westbound Widening, Anaheim, CA: Mr. Johnson served as Certified Party Chief and Office Surveyor for this roadway widening construction project for OCTA. Towill was contracted by the construction management team to provide full construction surveys, including construction computations, layout, horizontal and vertical control, as - built surveys, and monument preservation surveys. Mr. Johnson was responsible for performing construction computations, assisting with monument preservation, final monumentation and the preparation of records of survey, and supporting the field crew with construction computations and staking as needed to meet the needs of the project. Riverside County Transportation Commission (ROTC), State Route 91 Design/Build Project, Riverside County, CA: Mr. Johnson served as Senior Survey Analystfor this project. Towill provided design surveying supportto the design -build JV team and lead design firm. These services included performing design surveys to prepare topographic mapping for the SR-91, 1-15, and local street rights of way, surface visible features within the roadways, on- and off -ramps, bridges, walls, and other surface visible features defined in the project limits. Conventional ground surveys and terrestrial and mobile 3D Laser Scanning (HDS) methods were utilized to complete the topographic design surveys. San Bernardino Transportation Authority (SBCTA), 1-10/Tippecanoe Avenue Interchange, Phase I and Phase 11, San Bernardino County, CA: Mr. Johnson served as Office Surveyor on this project. As part of the construction managementteam, Towill provided construction surveying services on this interchange project. Phase I included the widening of the 1-10 to accommodate an eastbound auxiliary lane and standard shoulder widths, construction of improvements to the eastbound 1-10 off ramp at Tippecanoe Avenue, replacement of an existing concrete lined channel with a reinforced concrete box culvert, widening of the San Timoteo Creek Bridge, and bridge barrier replacements for both eastbound and westbound 1-10. Phase 11 included modification of the westbound 1-10 ramps and widening of streets and undercrossings. For both phases of the project, Towill provided monument preservation and perpetuation, construction layout, horizontal and vertical control, as builtsurveys, and right of way surveys. Southern California Edison (SCE), Master Services Agreement, Land Surveying, Various Locations, CA: Mr. Johnson serves as Certified Party Chief on this as -needed contract. Towill is currently providing full land surveying and mapping services to support design, construction, and right of way acquisition activities for various SCE projects throughout Southern California. These projects include the Chino Hills Underground Project, Chino Hills, Union Pacific Railroad License Surveys, various Southern California counties, Tehachapi Renewable Transmission Project, Segment 11, Palmdale, and Highway 395 Transmission Crossings, Bishop. Towill, Inc. Resume rfTOWILL Page 2 SURVEYING 1 MAPPING 1018 25D-313 Appendix Page 22 of 34 1 Clark Land Resources, Inc. (WBE/SB) Mark Hendrickson, MAI, AI-GRS Appraiser Certificatio ns/Licenses: MAI, Appraisal Institute CA Certified General Real Estate Appraiser, #AG04974 Education: Bachelor of Business Administration, Emphasis on Finance, San Diego State University Professional Associations: San Diego Treasurer, Board of Appraisal Institute Education and Finance Committee Chairman, Appraisal Institute Appraisal Representative, International Right of Way Association (IRWA) Relevant Experience: Mark Hendrickson, MAI, AI-GRS has over 15 years of appraisal experience and is proficient in appraisal of commercial, industrial, and residential properties. He has managed and reviewed multiple large linear infrastructure projects from preliminary budgeting and risk management through valuation and acquisition. He is experienced in the Uniform Relocation and Real Property Acquisition Policies Act, state eminent domain law, valuation of vacant land (both unentitled and entitled) with or without biologically sensitive habitat. He has appraised several large industrial complexes, retail centers, office properties, and apartment complexes. He specializes in the appraisal of complex commercial, industrial, and residential properties for public acquisition under eminent domain law. Project Experience Mark's project experience includes the following: Appraiser, City of San Diego, PURE Water Project, San Diego, CA: Partial and full acquisition appraisals. Analysis of highest and best use, valuation of the whole properties, part take analysis, and consideration of damages, and benefits. The values for the properties range from $4,500,000 to $50,000,000 with larger acquisition areas ranging from $65,000 to $417,000. These appraisals were completed for eminent domain purposes. Appraiser, Imperial Irrigation District, S-Line Distribution Project, Imperial County, CA: The project involved valuation of 28 properties located within Imperial County near El Centro. The valuation process was based on right- of-way mapping of a 60-foot-wide corridor, with contingencies for potential widened right-of-way requirements for a second 230 kV circuit. The types of properties valued included: residential, agricultural, commercial, and Solar Voltaic purposes (solar farms). The analysis included value of the whole for each property, valuation of the portions sought, and analysis of severance damages, particularly as it related to agricultural properties. Appraiser, San Diego County Water Authority, Pipeline 3 Relining Project, San Diego County, CA: This project involved appraisals of 25 properties for partial acquisitions and temporary easement rights for a water pipeline maintenance project. The appraisals involved analysis of highest and best use, valuation of the whole properties, temporary easement analysis, and consideration of damages and benefits. Appraiser, San Diego Gas & Electric (SDG&E), Sunrise Powerlink Project & East County Substation Project (ECO), San Diego County, CA: These two projects involved appraisals of over 40 properties of commercial, single-family residential, and large holdings of vacant land throughout eastern San Diego County. The valuations required full - take and partial -take appraisals for utility corridor acquisition. The appraisals included valuation of the fee simple interest, as well as permanent and temporary easement rights. Appendix Page 23 of 34 1 Clark Land Resources, Inc. (WBE/SB) Mark Hendrickson, MAI, AI-GRS Role: Appraiser After condition analysis included consideration of damages resulting from powerlines located near single-family residences and impacts to the development potential of vacant sites. Many of the properties required detailed larger parcel analysis. Appraiser, Tule Wind Project, Avangrid Renewables & Bureau of Land Management, San Diego County: Project involved valuation of over 12,000 acres of land located in the eastern community of Boulevard, in unincorporated San Diego County. The Tule Wind Farm will include 62 Type -III wind turbines, over 18 miles of new access road, 11 miles of improvements to existing roadways, construction of overhead and underground 34.5 kV collector lines, two miles of 138 kV gen-tie line, and two meteorological towers. Additional temporary construction facilities include a 10-acre parking and staging area and twelve two -acre construction laydown areas. Appraiser, Army Corps of Engineers, Border Fence Project: The project involved over 45 appraisals of properties located within proximity to the US/Mexico International Border. The appraisals were required to gain legal access rights for border patrol agents patrolling the region. The analysis included valuation of the fee simple interest, as well as, permanent easement rights. Many of the properties required detailed larger parcel analysis and analysis of severance damages. HENDRICKSON APPRAISAL COK2AS[) 3IV6Estate Appraisers • Consultants Appendix Page 24 of 34 1 Clark Land Resources, Inc. (WBE/SB) QUALIFICATIONS OF THE APPRAISER William B. Anderson, MAI, SRA Anderson & Brabant, Inc. 353 W.9" Avenue Escondido, CA 92025 (760) 214-7752 Cell Resident of San Diego County since 1970 H. Professional Affiliations: A. Member, Appraisal Institute, MAI, SRA B. Member, International Right of Way Association C. 1988 President, AIREA, San Diego Chapter No. 42 D. Certified General Real Estate Appraiser (AG002315) Bureau of Real Estate Appraisers, State of California in. Appraisal Experience: Co -Owner —Anderson & Company, 1985 to present Co -Owner Anderson & Brabant, Inc., 1979 to present Co -Owner —Robert M. Dodd & Associates, Inc., 1977 to 1979 Staff Appraiser, Vice President and Appraisal Manager Financial Appraisals, Inc., 1968 to 1977 Staff Appraiser Financial Savings and Loan Association, Culver City, California, 1964 to 1966 IV. Expert Witness: Superior Court, San Diego County Municipal Court, San Diego County Federal Bankruptcy Court, San Diego County, San Bernardino County Assessment Appeals Board, San Diego County Various Arbitration Hearings as Witness and Arbitrator V. Educational Background: A. Graduated from El Segundo High School 1963 B. Attended El Camino Junior College, Palomar Junior College, and U.C.L.A. C. Professional Education Completed: 1. Appraisal Institute a. Real Estate Appraisal I Principle Methods and Techniques b. Real Estate Appraisal II Urban Properties C. Real Estate Appraisal VI Investment Analysis d. Real Estate Appraisal VIII e. Standards of Professional Practice I. Litigation Valuation 2. Society of Real Estate Appraisers: a. Course 101—Real Property Valuation b. Course 201Income Property Valuation 3. Partial List of Seminars: Condemnation Valuation, 11/94 Court Preparation in Litigation Cases, 11/95 California Laws & Regulations, 3/96 Litigation Valuation, 11/96 Anderson & Brabant, Inc. 25D-316 Appendix Page 25 of 34 1 Clark Land Resources, Inc. (WBE/SB) Qualifications of the Appraiser William B. Anderson, MAI, SRA Page 2 Standards of Professional Appraisal Practice, 12/97 Damages, Diminution and Mitigation, 8/98 31st Annual Litigation Seminar, 11/98 Land Development, 3/99 Gramm -Leach Privacy Act, 10/01 34th Annual Litigation Seminar, 11/01 Real Estate Disclosure, 1/02 Applying Economic Forecast 2/02 Partial Interest Valuation —Divided, 3/02 Price Indexing Real Estate Markets, 7/02 Statistical Analysis Using the Database, 7/02 Eminent Domain Case Study Update, 10/02 35th Annual Litigation Seminar, 11/02 Standards of Professional Practice, Part C, 12/02 National USPAP Update Course, 4/04 Applying Economic Forecast— SD Regional Analysis, 2/05 Uniform Appraisal Standards for Fed. Land Acquisitions, 1/07 San Diego Economic Forecast 2/07 Business Practices and Ethics, 6/07 HMA's Eminent Domain Case Update Seminar, 10/07 40d' Annual Litigation Seminar, 9/08 VI. Types of Appraisals: Residential Property: Commercial Property: Industrial Property: Vacant Land: Agricultural: Special Purpose Appraisals Special Purpose Properties: Special Projects: VB. Partial List of Appraisal Clients: Lenders Fallbrook National Bank Downey Savings Bank of America. North County Bank Grossmont Bank Pomona First Federal GE Capital California Bank & Trust Anderson & Brabant Inc. San Diego Apt & Housing Seminar, 9/08 7-Hour National USPAP Update Course, 4/10 IR/WA's Eminent Domain Case Update, 4/10 San Diego Apt. & Housing Seminar, 9/10 43`d Annual Litigation Seminar, 11/10 San Diego Economic Forecast 2/11 Loss Prevention Seminar, 4/11 Operating Expense Seminar, 4/11 San Diego Housing Seminar, 9/11 2012 San Diego Economic Forecast 2/12 Business Practices and Ethics, 7/12 Appraisal Curriculum Overview —General, 7/12 Appraisal Curriculum Overview - Res., 7/12 Vineyard Valuation, 11/12 Unique Appraisal Assignments, 2/14 Subdivision Analysis, 8/14 Digging into Ground Leases, 2/15 Downtown San Diego Development 9/15 IRWA Chapter 1 Valuation Seminar, 4/16 Fed/CA Statutory & Regulatory Laws, 4/16 Business Practices and Ethics, 7/16 Single -Family Residence, Condominiums, Apartments, Subdivisions, Mobile Home Parks, Existing and Proposed Automobile Dealerships, Office Buildings, Shopping Centers, Office Condominiums, Etc., Existing and proposed Single/Multi-Tenant, Business Parks, Etc., Existing and proposed Industrial, Commercial, Residential, and Rural Ranches, Avocado and Citrus Groves, Nurseries, Etc. Partial Takings for Road Rights of Way, Easements, Leasehold Estates, Possessory Interest, Historical Appraisals, Etc. Hangers, Golf Courses, Churches, Yacht Club & Marina, Etc. Fire Damaged Property, Encinitas Ranch, Pomerado Business Park, Parkway Business Park, San Marcos County Landfill and Keller Canyon Landfill Great Western Bank Imperial Bank Pacific Coast Savings & Loan Palomar Savings & Loan Rancho Santa Fe National Bank Union Bank Wells Fargo Bank First Community Bank of Santa Rosa 25D-317 Appendix Page 26 of 34 1 Clark Land Resources, Inc. (WBE/SB) Qualifications of the Appraiser William B. Anderson, MAI, SRA Page 3 Title Companies Others Chicago Title Co. Rincon Band of Luiseno Indians First American Title Co. AT&T Safeco Title Co. County Counsel St. Paul Title Co. Stone & Youngberg Title Insurance & Trust Trust for Public Land Government Agencies and Municipalities The Willett Company Pacific Bell San Diego Association of Governments a Dairy HollaCivic San Diego Par Construction Pardee United States Justice Department SutPardee Mortgage Company CA Department of Transportation -Caltrans Wessell Construction Company Wens Wess City of Encinitas Palomar College City of Chula Vista Granite on City of National City Homer Heller Ford Heller FordCity of Escondido The l Company City of Oceanside amitos lamit lamios Race Course Al City of San Diego MCI City of San Marcos NITS City of Vista Helix Water District County of San Diego Pacific Realty Advisors Escondido Union School District Bender Rosenthal, Inc. Enema Wastewater Authority San Diego Gas & Electric Co. North County Transit District Tesoro South Coast Co.LLC Coast San Diego Port District ate Aut San Diego County Water Authority Federal Deposit Insurance Corp. Yuima Municipal Water ct Olivenhain Municipal Water District Band n Band of Luiseno Indians Indians Poway Municipal Water District Bell Bell Enterprises Ramona Unified School District San Diego River Park Foundation Small Business Administration The Nature Conservancy Vallecitos Water District Hospital District Valley Center Municipal Water District Gregory Gregory Canyon Ltd., LLC Law Firms Daley & Heft White & Bright Meyers Fozi, LLP Law Offices of Donald W. Detisch Law Offices of Wesley W. Peltzer Post, Kirby, Noonan & Sweat Winer, Patrick & Weaver Rutan & Tucker Endeman, Lincoln, Turek & Heater Jeffrey Scott Best Best & Krieger Sternberg, Eggers, Kidder & Fox Gray, Cary, Ware & Freidennch Sullivan, Delafield, McGrath & McDonald Jones, Hatfield & Penfield Wingert, Grebing, Anello & Chapin Nugent & Newnham Ito Law Group LLC Skripek & Miller Andrew Rauch, APC Paul, Hastings, Janofsky & Walker Early Sullivan Wright Gizer & McRae LLP Quinn Emanuel Urquhart & Sullivan Quinn Emanuel Urquhart & Sullivan, LLP Bartz Law Firm Higgs Fletcher & Mack Incorvaia & Associates Garth O. Reid Koenig Jacobsen Anderson & Brabant, Inc. 25D-318 Appendix Page 27 of 34 1 Clark Land Resources, Inc. (WBE/SB) INN NTY D � n � (D � rn rn rn D n rn LA zbu-51'a x Page 28 0f 34 Clark Land Resources(WBE�SB) , Inc. a Appendix ATTACHMENT 5 REFERENCES WATER RESOURCES RIGHT OF WAY ACQUISITION SERVICES RFP NO.: 20-091 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 ftrm's qualifications. Reference Customer Name_ City of San Diego Contact Individual: Barry Slotten, Acquisitions Division Program Manager Address: 1200 Third Ave, # 1700 Phone Number: 619-236-6724 San Diego, CA 92101 Facsimile Number: Contract Amount: $1 million per year for 3 years Year: 2016 — 2021 Description of supplies, equipment, or services provided: Elsinore Valley CustomerName:Municipal Water District Contact Individual:Joree Chavez, Management Analyst Address: 31315 Chaney Street Phone Number:951-674-3146Ext. 8357 Lake Elsinore, CA 92530 Facsimile Number: Contract Amount: $70,350 Year: 2018 - 2/28/21 Description of supplies, equipment, or services provided: As -Needed Commercial Real Estate Services. Reference Customer Name: San Diego Gas & Electric Contact Individual: John Hatter, Right of Wav Manager Address: Century Park/CP12A P.O. Box 129831 Phone Number: 858-654-1273 San Diego, CA 92123 Facsimile Number: ContractAmount:$15,000,000million Year: 2015-Ongoing Description of supplies, equipment, or services provided - As -Needed Land Management and Acaaisition Services. THIS FORM MUST BE COMPLETED AND INCIAMED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN Ift LORM UUL BE CONSIDERED NONRESPONSIVE. 25D_3Vp4yndix Page 30 of 34 1 Clark Land Resources, Inc. (WBE/SB) a Appendix ATTACHMENT 4-1: NON -COLLUSION AFFIDAVIT CERTIFICATIONS WATER RESOURCES RIGHT OF WAY ACQUISITION SERVICES RFP NO.: 20-091 NON -COLLUSION AFFIDAvrr (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 thercof 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 a( t�J '_r C /xQ Jik State of California county of San Diego v Subscribed and sworn to (or affirnied) before me on this +4 day of 20 Q by L'•R&o. L LIC16e— proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me. Np11N1111111111111111111111111111111111111111111111NX1111111111N111NX.' BRENDA GOMEZ g COMM. #2327661 z 'm Notary Public - California San Diego County a My Comm. Expires May 7. 2024 IRIRNNpIR111NX11111111RI111111111X1111111111R111NNINp111110R Notary Public Signature ' Notary Public Seal city I Ala RF 20-091 Appendix Page 31 of 34 1 Clark Land Resources, Inc. (WBE/SB) Appendix ATTACHMENT 4-2: NON -LOBBYING CERTIFICATION The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: 1. No federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement. 2. If any hands 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 recipionis shall certify and disclose accordingly. Firm Clark Land Resources, Inc. y� Signed and printed Name: �n , oS , a_Q.Qz.lt.lQ- Linda L.Clark, RWP Title President/CE0 Date October 8, 2020 City of Santa Ana RFP 20-091 25090112t Appendix Page 32 of 34 1 Clark Land Resources, Inc. (WBE/SB) Appendix ATTACHMENT 4-3: NON-DISCRIMINATION CERTIFICATION 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: onployment, 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 behal l' 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. hi 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 20-091 25M*N Appendix Page 33 of 34 1 Clark Land Resources, Inc. (WBE/SB) 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: cel;)1Y do I . oiaa Title: President/CEO piny: Clark Land Resources, Inc. Date: October 8, 2020 City of Santa Ana RFP 20-091 25M25 Appendix Page 34 of 34 1 Clark Land Resources, Inc. (WBE/SB) EXHIBIT C COMPENSATION Fee Proposal including hourly rates if applicable Page 11 of 11 Non -Fed Funding (6.1.2020) 2 5 D -32 6 E W O O O O O O O O o O O O O O O O O 0 o O O O o O O O O O O O 0 o 0 o 0 0 0 o 0 0 o 0 0 0 0 0 0 0 0 0 0 0 0 0 o Iri vi 0 ui v m m 0 m m 0 0 0 0 m vi vi m .y w ry ao m ao ry In In In m oo In n a o le m m a m w v In w m m O v- v m m n m v m w m .i n m 0 o ..a m m 0 ri 1 16 ry vi of ,-i v M '^ ry ri ri U ry ll ry .-i a 0 u` O o 0 0 0 0 0 0 0 0 0 p e o 0 0 0 o 0$ O o o 0 o 0 O In 1° O 0 o 0 0 0 0 0 0 0 0 0 0 0 O o m - ;: o 0 i C N N oo In In as n ,p O 0 m o 0 0 d N N 1 ] N m ] VI a u 0 o o o o O O 0 O0o Nm oo Ooo N OOO O OO o m ¢°' o m vi Iri � vi .4 vi ri N N 0 O O O O 0 o 0 o O o 0 0 o 0 0 0 0 0 O o o 0 0 i = o m vi ui ui Ip ui n vi 0 Ill ui vi W^ V b .M1 m lw m l^O +/Y m b .m1 i~/� N mN m Y O O O O O O o O o O O O O O O O O O O yl O G. N V1 m V1 eY ol V1 N Ill o O o O O 0 0 0 0 o O� o o O o o O o s N m m M m .ti C ti ao ryl In OI v ti ro fvl d N N N N VY N T yn yn o0 oo0oO oa 0oN '6 SC N N w 6 6 0 0 o O 0 0 0 N 0 M M O 0 0 0 0 0 0 0 .ti ri ri � T a 5 8 a `O Eli T O O O O O zC H w ` O o O O O O O O O 0 0 0 0 0 0 O 0 _ w o a o 0 o In o o n a m m O O O z O O O O O O o O o O O O O O d o O O O O 016 0 0 O O O O O Z O O O O O O O O O O O O O w m n m � ro .rvi .rvi .rvi .rvi .�i `o 'T^ o 0 0 o 0 0 0 0 o O O O o a o 0 0 0 0 00 o N 0 O vl o .1 0 11 0 11 0 N U O O Om Om O.y O.y O O O O O O O O O O OOo OOO.y OOOoOOO 0 o 0 0 O O O O O o O O O O O OOm o 0 m 0 �n an an w m m +n m m m m m +O n E9 NOm iO tO 4O.y/ ` O O O O O 0 o 0 0 0 O- o o o o O O o N 000 Ill m 000 O v1 v1 00 O O 0 o m m n .1 .1 .4 .4 a c G a m o r m « v o w w ocn 3 N N C y„ \ vi L' A W A d '� m 0 0 \ �,' IVn O C y a lE d a n d d 6 OO W N W m O N m m n m Y y. a ni m a c w c N v v o N n N m o w a c c_ n c_ v w a v v Z 3 v 3 m a o w m y �- Y U M¢ 'u U U n U 0 0 H O U¢ F- a Lav-*7L E m W O O O S O O O O o O O o p O O O O O O v1 N O O O O N In O V1 O O v1 O N N O vl oo w .1 In n O w .1 m w m n 0 m w O w m O , ry N N O '-I N O O Q O O O O O O O IG O O A OOi OOi OOi N OOi OOi O m O O an an an tO n VOi an +n s an an a F u, N e W O O O O o N o o N •p 0 0 00 o m o O O O O O O O O O o O O O O O O O In o 0 ui In ui 00 o ui m ry vi o em1 11 V Ill N V N ON ID N N i/Y N N N in an N in N O O O O O o o O O o O O O O O o O In 0 0 1 rl O O O O n O N O O O O N N mN 0 w O O O o 0 0 � m N N O O O O N ei v O O O O O O O O O O O O O O O O O O O O 0 Li 0 0 ul 0 0 0 m m N » VY N N N N N VY i/Y v E O o O m O O O O O O O O O In O O O O O O .ti 0 .1 ry ry .1 0 rci .1 .ti o w d 0 O O O O O O o O 0 O 0 0 O 0 O 0 O 0 0 0 0 0 0 0 0 0 0 0 m 0 m m m m 0 m m m w to i/Y i/Y in N N to N O d O O O O O O O O m O O O O O O O O E e1 `i `i `i e1 e1 e1 e1 C d W O V O d N Z Q � dv O G C O o `m v `0 0 0 v —y in > in o o m v O V U c 9 z '> a v y v m v v z v Q Y I°n E v E o v« `o m 10 v u .. v o 0 n :F t d> W 10 IO y .G v n v ry U v N «O O .0 'in w W d O N Y N O W -O d Ll G� d e `l Z �l d w O w 0 Q K w d I d Fee Proposal for the City of Santa Ana Public Works Agency -Water Resources Right of Way Acquisition Services (RFP 20-091) The proposer shall complete and submit a total markup schedule. This schedule will be used for comparison purposes only. Clark Land Resources, Inc. Billinq Rates TITLE BILLING RATE (PER HOUR UNLESS OTHERWISE NOTED Project Manager (also includes Principal in Charge) $ 190.00 $ 170.00 Project Coordinator (also includes Sr. Acquisition and $ 190.00 for Broker Relocation Agents, Property Manager, and Contract Administrator)/CA, Real Estate Broker Right of Way -Technician (also includes Right of $ 135.00 Way/Relocation Agent and Title Research/Clearance Office Assistant $ 90.00 Right of Way -CA, Certified Appraiser $ Appraisers bill by lump sum per parcel. Typically $5,000 for residential and $7,000 for commercial/industrial Right of Way Engineering/Surveyors $185.00 Review Appraiser $ Review Appraisers bill by lump sum per parcel. Typically $3,000 for each appraisal. Other Direct Costs: Copying .15 cents per copy Title Reports $800.00 per report Mileage The IRS current allowable rate and time of service. 25D Few?raposal Page 3 of 3 1 Clark Land Resources, Inc. (WBE/SB) REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: DECEMBER 15, 2020 TITLE: APPROVAL OF SECOND AMENDMENT TO AGREEMENT WITH AVOLVE SOFTWARE CORPORATION FOR THE PURCHASE AND IMPLEMENTATION OF PROJECTDOX ELECTRONIC PLAN SUBMITTAL SOFTWARE TOTAL NOT TO EXCEED $629,215 (GENERAL FUND AND NON -GENERAL FUND) CITY MANAGER CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on 1� Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER RECOMMENDED ACTION Authorize the City Manager to execute addendum to agreements with Avolve Software Corporation for the purchase and implementation of ProjectDox, an electronic plan submittal, review, tracking, and archiving system, for the Planning and Building Agency and Public Works Agency for a period of two years ending December 31, 2022, with the option to renew for up to three additional years. This project will increase customer service levels with paperless plan review, while decreasing costs of issuing permits and storing plan documents. The aggregated not to exceed amount is $629,215, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION The City currently receives paper plans, applications, and other documents from permit applicants who are applying for building permits for development projects. Due to the current COVID-19 safety precautions, the City purchased and implemented a six-month pilot program for an electronic plan review system, called PaperlessNOW, from Avolve Software in July 2020. The Avolve Software system was chosen based on customer service integration, speed of implementation, pricing, and their willingness to integrate with current and other future land management systems. This system allows customers to submit plans digitally without having to come to City Hall, and has a customer portal that allows automated tracking of their respective project's progress. With the implementation of this six-month pilot system, the City has been able to receive, review, and communicate electronically with customers, saving time and effort, as well as providing a safe way to submit projects during the pandemic. The pilot PaperlessNOW system contract is set to expire in January 2021 and the purchase of the full electronic review system called ProjectDox from Avolve Software would allow the City to move closer to offering a fully on-line permitting services system. This software will greatly streamline 25E-1 Avolve Service Agreements December 15, 2020 Page 2 the permitting process by providing a safe, time -saving, and more convenient customer service option for all of our permit applicants. Currently, the pilot project is limited to building permits. However, the digital submittal process can be expanded to Planning and Public Works since the implementation of the full version of ProjectDox includes workflow processes for the electronic submittal and review of all plans related to Planning, Building, and Public Works permit applications. Plan submittals for development review, Planning Board hearings, and building, electrical, plumbing and mechanical permits, and other permit applications will all be available on-line. ProjectDox will allow all plan submittals to the City to be electronically reviewed, approved and stored without any paper copies changing hands. Applicants would be able to submit plans, retrieve corrections, and verify project status on-line at any time, 24 hours a day, 7 days a week, reducing, or eliminating, travel time for applicants during business hours. The ProjectDox system provides a wide array of benefits to both customers and applicants, as well as to the City in cost savings and streamlining process efficiencies. The ProjectDox system allows residents, architects, and developers to submit plans for review entirely online. ProjectDox offers applicants the convenience to check the status of their projects online at any time, in addition to saving travel and printing costs. In conjunction with future cloud -based land management system, a ProjectDox system will allow all new permits and projects to be submitted online, helping meet safety protocols for customers and employees in response to the COVID-19 pandemic. During this global pandemic, this online plan submittal process has allowed our development community, as well as homeowners, to safely and efficiently continue getting new and existing projects approved and constructed. Printing costs for construction projects can vary based on the complexity of the project, with small projects costing several hundred dollars, to large complex developments averaging over $25,000. The travel time and cost savings from the reduction of multiple trips to physically deliver the plans at each phase of the project can be substantial, while at the same time reducing the City's environmental footprint and improving the environmental impact from paper and fuel savings. The transition to electronic plan submittal is a part of the City's efforts to create more efficient and effective City operations by using technological advances in online and cloud based systems to improve our performance and transparency. The City typically issues more than 9,000 building permits a year and more than 1,300 utility and street works permits a year, with over $400 million in construction valuation permitted in the 2019- 20 Fiscal Year. The ProjectDox system allows seamless submittal and routing of plans to all the relevant agencies that must review the projects such as Building Safety, Planning, Public Works, Police Department, Orange County Fire Authority (OCFA), and third -party consultants. The electronic process greatly reduces processing and routing times, as well as allowing for a more cohesive plan review with all agencies reviewing the same electronic plans concurrently. 25E-2 Avolve Service Agreements December 15, 2020 Page 3 Due to state -mandated document retention laws, the City uses fiscal resources to archive approved paper plans every year. The new ProjectDox system can greatly reduce this cost as the submitted plans are already in electronic format and can be archived within the City's recently approved electronic archiving system. In addition, the ProjectDox system will greatly reduce the time to manage and the space to store all of our paper plans and documents. The ProjectDox system is a part of the City's initiative to modernize our workplace systems and cost-effectively leverage technology to improve productivity and improve service delivery to customers. This system will streamline government processes and save businesses money, while allowing for safe continuity of operations during this current pandemic. FISCAL IMPACT Funds will be recorded in account numbers 01116510-62300, 01116520-62300, 01116530-62300, 15816500-62300, 10117605-62300, and 06017645-62300 and will be made available from FY2020-2025 contingent upon annual budget approval. The fiscal year breakdown is an estimate and the actual amounts per year may vary depending upon project needs. Fiscal Accounting Unit Fund Accounting Unit, Amount Year Description Account Description 01116510 -62300 General Fund PLNG & BLG AGY - $20,000.00 Planning Contract PLNG & BLG AGY- 01116520-62300 General Fund PERMIT & INS SV— $20,000.00 Contract 01116530-62300 General Fund PLNG & BLG AGY- $69,031.25 PERMIT & PLN CK FY2020-21 SB 2 GRANT 15816500-62300 SB 2 Grant $61,694.80 PROGRAM Pub Wks — PUB WKS- 10117605-62300 Admin & DEVELOPMENT $42,044.48 Planning ENGNRING - Contract WATER 06017645-62300 Water ADMIN/ENGINEERING $42,044.48 - Contract 01116510 -62300 General Fund PLNG & BLG AGY - $20,904.00 Planning Contract FY2021-22 PLNG & BLG AGY- 01116520-62300 General Fund PERMIT & INS SV— $20,904.00 Contract 25E-3 Avolve Service Agreements December 15, 2020 Page 4 01116530-62300 General Fund PLNG & BLG AGY- $20,904.00 PERMIT & PLN CK Pub Wks — PUB WKS- 10117605-62300 Admin & DEVELOPMENT $15,444.00 Planning ENGNRING - Contract WATER 06017645-62300 Water ADMIN/ENGINEERING $15,444.00 - Contract 01116510 -62300 General Fund PLNG & BLG AGY - $20,904.00 Planning Contract PLNG & BLG AGY- 01116520-62300 General Fund PERMIT & INS SV— $20,904.00 Contract FY2022-23 01116530-62300 General Fund PLNG & BLG AGY- PERMIT & PLN CK $20,904.00 Pub Wks — PUB WKS- 10117605-62300 Admin & DEVELOPMENT $15,444.00 Planning ENGNRING - Contract WATER 06017645-62300 Water ADMIN/ENGINEERING $15,444.00 Contract 01116510 -62300 General Fund PLNG & BLG AGY - $20,904.00 Planning Contract PLNG & BLG AGY- 01116520-62300 General Fund PERMIT & INS SV— $20,904.00 Contract FY2023-24 01116530-62300 General Fund PLNG & BLG AGY- PERMIT & PLN CK $20,904.00 Pub Wks — PUB WKS- 10117605-62300 Admin & DEVELOPMENT $15,444.00 Planning ENGNRING - Contract WATER 06017645-62300 Water ADMIN/ENGINEERING $15,444.00 Contract 01116510 -62300 General Fund PLNG & BLG AGY - $20,904.00 Planning Contract PLNG & BLG AGY- FY2024-25 01116520-62300 General Fund PERMIT & INS SV— $20,904.00 Contract 01116530-62300 General Fund PLNG & BLG AGY- $20,904.00 PERMIT & PLN CK 25E-4 Avolve Service Agreements December 15, 2020 Page 5 Pub Wks — PUB WKS- 10117605-62300 Admin & DEVELOPMENT $15,444.00 Planning ENGNRING - Contract WATER 06017645-62300 Water ADMIN/ENGINEERING $15,444.00 Contract TOTALI $629,215.00 Fiscal Impact Verified By: Kathryn Downs, CPA, Executive Director— Finance and Management Services Agency Submitted By: Minh Thai, Executive Director/Planning and Building Agency Nabil Saba, Executive Director of Public Works Agency Jack Ciulla, Chief Technology Innovations Officer Exhibit: 1. First Amendment to Agreement with Avolve 25E-5 a ✓o"\IV e, software AVOLVE SALES ORDER Addendum to Original PaperlessNOW Contract Signed 5/12/2020 ProjectDox/OAS Subscription Licensee EXHIBIT I After signing this Avolve Software Order From ("Software Sales Order"), please either mail or fax to Avolve Software Corporation, 4835 E. Cactus Road, Suite 420, Scottsdale, Arizona 85254, or e-mail scanned image to paosselin@avolvesoftwore.com Order Date: CUSTOMER INFORMATION Customer Name: Customer Mailing 20 Civic Center Plaza, M-19 Address: City: Santa Ana State: CA Zip: 92701 CUSTOMER CONTACTS PRIMARY Name: Jason Kwak Name: Phone: (714)647-5866 Phone: E-mail: ikwak@santa-ana.org E-mail: SECONDARY Licenses and Services Fees* SaaS ProjectDox $81,600.00 SaaS OAS (Optional) $12,000.00 On Premise to SaaS Migration, Building Workflow Configuration and Training $7,675.00 OAS Implementation (Optional) $25,875.00 ProjectDox Advanced Integration to LMS (Optional) $19,800.00 Planning Implementation and Training $37,035.00 Public Works Implementation and Training (Optional) $20,205.00 Other Professional Services —Assurance Services* $50,625.00 Total Fees: $176,935.00 Total Optional Fees: $77,880.00 25E-6 Page 1 of 19 a ✓o"\IV e, software Total Fees Invoiced on Signing: $81,600.00 Authorized Business Unit(s): Santa Ana, CA Initial Maintenance Term (if applicable): N/A Initial Hosting Services Term (if applicable): 12 months, renewal calculated from test server install date License Term (if applicable): Subscription Payment Method: EFT "Go Live Date" is defined as the date that the Software is first made available by Avolve to the Customer to release and use in a live, production mode. PaperlessNOW Contract Amendment: Under this Proposal, all existing Terms and Conditions associated with the attached Software as a Service Agreement and related Software Sales Order, dated May 12, 2020, between the City of Santa Ana and Avolve are to remain in place. The City is exercising its option for a one (1) year ProjectDox subscription, as noted in the Software Sales Order. Additionally, the City is committingto a second year of the ProjectDox subscription, and will have three (3) optional one (1) year renewal terms. At the time of purchase, any remaining credit of the unused portion of the PaperlessNOW 6-month Subscription Fee shall be applied toward the purchase of the ProjectDox SaaS System. The parties acknowledge that the Pricing Proposal Quotation #18818887, which was omitted from the Agreement, is to be replaced by the pricing quotation below. The parties also acknowledge that the Implementation Services provided under the prior Agreement are terminated, and now transitioned to the new Implementation Services listed below. The parties agree that should the City cancel the OAS subscription during the midde of a subscription term, it will be entitled to a refund equal to the unused portion of the annual OAS subscription fees which total $12,000. Renewals: ProjectDox SaaS — 5 Year Renewal ProjectDox SaaS Renewals Subscription Renewal Year 1 $81,600.00 Year 2 $81,600.00 Year 3* $81,600.00 Year 4* $81,600.00 Year 5* $81,600.00 YEAR 3,4,5 ARE OPTIONAL SAAS RENEWALS 2 5 E -7 Page 2 of 19 a ✓o"\IV e, software Schedules: The following Schedules are hereby incorporated by reference into this Software Sales Order. Schedule Implementation SOW Signature IN WITNESS WHEREOF, the parties hereto, each by a duly authorized representative, have executed this Software Sales Order Addendum as of the Order Date first set forth above: Santa Ana, CA Avolve Software Corporation Signature: Signature: Printed: Printed: Jay Mayne Title: Title: CFO Date: Date: 12/4/2020 Approved as to form: Rya Assistant City Attorney 2 5 E -8 Page 3 of 19 a✓ol e- software a aI e' software Avolve® ePlan Life Cycle Solution Proposal November 24th, 2020 aVol Vle software Prepared by your Avolve Software Representative Paul Gosselin Director of Sales 4835 East Cactus Road Suite 420 Scottsdale, AZ 85254 www.avolvesoftvvare.com Telephone: (651) 249-9344 Email: posselin@avolvesoftware.com 2 5 E -9 Page 4 of 19 aVol e- software Jason Kwak Building Safety Manager City of Santa Ana, CA 20 Civic Center Plaza, M-19 jkwak@santa-ana.org (714) 647-5866 Santa Ana, CA Date of Quote: 12/1/2020 Quote Valid Until: 12/31/2020 AVOLVE PROJECTDOX - SOFTWARE AS A SERVICE (SAAS) Product Name Product Code Description p Qt . Y Unit Price Total Price Software as a Service (SaaS) for ProjectDox on a Production Environment with 6 virtual server -configuration. Designed for organizations who will do up to 3,000 projects per year. Software included for SaaS Production: • ProjectDox Software Subscription • Unlimited Workflow license Services included for SaaS Production: Production • Set up and installation of ProjectDox Environment Light- • Managed services Level Capacity SAAS.PDOX • Annual ProjectDox upgrades ProjectDox SaaS -P.L 12.00 $6,000.00 $72,000.00 License Technical Support Production Environment Safeguard: Avolve security policy limits access to the Production environment. External users including the customer's IT will not be allowed direct access to the Production servers and database. Any development or testing can be performed on the Test environment. See Hardware Configuration section. Additional capacity requirements are available upon request.. Software as a Service (SaaS) for ProjectDox on a Test Environment with 3 virtual server - configuration. Designed for organizations who plan to use the system for development and/or testing with approximately 25 concurrent users and approximately 2,000 projects per year. Software included for Production: Test Environment SAAS-T.E ' ProjectDox Software Subscription 12.00 $2,000.00 $24,000.00 • Unlimited Workflow license Services included for SaaS Production: • Set up and installation of OAS & ProjectDox • 24x7 Managed services • Annual ProjectDox and OAS upgrades • Technical Support Test Environment Safeguard: Avolve security policy limits access to the Test environment. 2 5 E -1 0 Page 5 of 19 a Vo"\IV e, software External users including the customer's IT can be provided limited VPN access to the Test servers and database such as creation and testing of custom reports. VPN access will be made available upon request. See Hardware Configuration section. Additional capacity requirements are available upon request. SaaS Sub -Total: $96,000.00 Discount: $14,400.00 SaaS Total: $81,600.00 PROFESSIONAL SERVICES Product Name Product Code Description Qty. Unit Price Total Price ProjectDox integration to Land Projectflow, Management System Advanced PS-PF.AINT ProjectDox"Advanced Integration" is 1 $19,800.00 $19,800.00 Integration Services defined below and will be reflected within a Statement of Work. SAPIN must have APIs for an integration to ProjectDox. ProjectDox PS-225 PaperlessNOW Migration to ProjectDox 8 $225.00 $1,800.00 Services ProjectDox PS 225 ProjectDox Configuration Design and 8 $225.00 $1,800.00 Services Scope Assurance Services to assist with the ProjectDox PS -AS additional design, configuration, training, 5 $10,125.00 $50,625.00 Services and post Go -Live Support of a complete workflow in ProjectDox. Professional Services Sub -Total: $74,025.00 *INTEGRATION TO LAND MANAGEMENT APPLICATION IS OPTIONAL. WE WILL WORK WITH SANTA ANA TO TRY AND CONNECT PROJECTDOX "PROJECT CREATE" THROUGH A DATABASE CALL. TRAINING Product Name Product Code Description Qty. Unit Price Total Price ProjectDox Training TES -SA Introduction to System Administration 1 $2,500.00 $2,500.00 ProjectDox Training TES -PA Project AdminTraining 1 $1,575.00 $1,575.00 Trainin Sub -Total: $4,075.00 First year annual SaaS and 20%of Planning Services shall be invoiced upon execution of Year 1 SaaS $81,600.00 Agreement. Integration and the Public Works Professional Services and Training are optional. Payment for the total amount is due net thirty days (30) from the date of Initial Invoice and delivery of software. Professional $23,400.00 This best approach package to implementation relies on partnership with the jurisdiction to Services: achieve desired go -live and pape less goals. To that end a not to exceed 122 hours have been Assurance $50,625.00 allocated to services and training on this project. In the event scope expands or delays account Services: for incremental hours to be required, a Change Request(s) will be issued for the incremental costs associated with delay or expansion. Training: $4,075.00 2 5 E -11 Page 6 of 19 a ✓o"\IV e, software Yearly SaaS usage audit may result in an increase or decrease in subscription based on cloud consumption. 1-tYear Total $185,575.00 Payment via EFT. See notes for details. Travel and Expenses are not included in this total and will be invoiced as incurred. Annual SaaS Renewal = $81,600.001 year AVOLVE OAS - SOFTWARE AS A SERVICE (SAAS) - OPTIONAL Product Name Product Code Description p Qt . y Unit Price Total Price Software as a Service (SaaS) for OAS on Production SOFT -OAS- Production and Test Environments. Avolve Environment OAS S4 Hosting Security Compliance Includes. • SOC 12.00 $1,000.00 $12,000.00 2 Audited • SSAE 18. 100% Network Uptime • 99.9% Hardware Uptime Includes: - OAS Software Subscription SaaS OAS Total: $12,000.00 SaaS Total: $12,000.00 PROFESSIONAL SERVICES OAS - OPTIONAL Product Name Product Code Description Qty. Unit Price Total Price Setup Services: PS-OAS.SUT - System Setup Professional - Database Table Population - mapping Services Package control id's to export records 1. $4,275.00 $4,275.00 for OAS - Admin Training - not to exceed 5 hrs BIC Permit Processor PS-OAS.PP Payment Processorto Elavon 1 $9,000.00 $9,000.00 Integration Professional Services Package PS- Fixed Fee Calculations for OAS 1 $3,600.00 $3,600.00 for OAS OAS.FCB Professional Ps- S Advanced OAS Widget 1 $5,400.00 $5,400.00 Services Package for OAS OAS.VW.A Professional PS Advanced OAS eForm 1 $3,600.00 $3,600.00 Services Package < 75 fields —w/ intelligent conditional for OAS OAS.BeS entry/display Professional Services OAS Sub -Total: $25,875.00 PROFESSIONAL SERVICES - PLANNING AND PUBLIC WORKS WORKFLOW Product Name Product Code Description of . Unit Price Total Price ProjectDox PS- 1 $30,600.00 $30,600.00 Services BIC.L1PLUS 2 5 E- 1 2 Page 7 of 19 a Vo"\IV e, software Best -in -Class Level 1 Project Flow PLUS Services — Planning Workflow ProjectDox gIC: PS- Best -in -Class Level 1 Project Flow CORE 1 $15,750.00 $15,750.00 Services Services — Public Works Workflow Professional Services Sub -Total: $46,350.00 Professional Service Discount: $4,635.00 Professional Service Total: 1 $41,715.00 Public Works Professional Service work is optional and will need to be agreed upon before any Professional Services work starts. TRAINING FOR PLANNING AND PUBLIC WORKS WORKFLOW Product Name Product Description Qty. Unit Price Total Price Code Package Includes: 2 Introduction to ProjectDox 1 Workflow and Markup Training for ProjectDox Bundle PKG- Reviewers 1 Workflow and Project Administration for 1 $10,550.00 $10,550.00 Services PDOX.TRN Coordinators 1 Community Training Package is limited to 12 Unique Users ProjectDox Training TES -INTRO Introduction to ProjectDox Public Works 1 $1,125.00 $1,125.00 ProjectDox Training TES -PA ProectAdmin Public Works 1 $1,575.00 $1,575.00 ProjectDox Training TES-BICPR Workflow Training for Plan Reviewers (Public 1 $2,000,00 $2,000.00 Works ProectDox Trainin g TES- Workflow Training for Coordinators (Public 1 $2,000,00 $2,000.00 BICCOR Works Training Sub -Total: $17,250.00 Training Discount: $1,725.00 Training Total: $15,525.00 Public Works Training is optional and will need to be approved on before any training happens. 20%of the Planning Services shall be invoiced upon execution of Agreement. Integration and the Public Works Professional Services and Training are optional. Payment for the total amount is due net thirty days (30) from the date of Initial Invoice and delivery of software. This best approach package to implementation relies on partnership with the jurisdiction to Professional ServICeS $41,715.00 achieve desired go -live and papedess goals. To that end a not to exceed 282 hours have been allocated to services and training on this project. In the event scope expands or delays account $15,525.00 for incremental hours to be required, a Change Request(s) will be issued for the incremental Training: costs associated with delay or expansion. Planning and $57,240.00 Yearly SaaS usage audit may result in an increase or decrease in subscription based on cloud PW Total: consumption. Payment via EFT. See notes for details. 25E-13 Page 8of 19 a✓ole- software Project Electronic Document Management & Collaboration Solution 25E-14 Page 9 of 19 a ✓o"\IV e, software Santa Ana, CA Statement of Work for ProjectDox/OAS Deployment December 1st, 2020 a Vol e profcasional scrvices 4835 East Cactus Road Suite 420, Scottsdale, Arizona 85252 Phone: 602.714.9774 www.avolvesoftware.com This Statement of Work will focus on the Deployment of Production and Test Environments and the implementation of ProjectDox Best in Class workflows addressing the Customer's needs with regards to Three (3) Best in Class plan review process. (Public Works is optional) The goal is to implement ProjectDox and an Advanced Land Management integration for ProjectDox utilizing web services, in a standardized, off the shelf manner. We will leverage Avdve best practices and built-in configuration and modifications features, to meet the most effective functionality required to achieve the highest business value for the customer (the "Project"). Installation Offsite I Remote Installation of a single environment for the applicable products is required prior to orientation and configuration onsite assessments being conducted. Project pre -planning, including draft project plan, communication plan etc. are associated to this stage of the project. Additional environments to be implemented will be factored into the project plan and based on the sales order/agreement. • Provisioning of all applicable products and modules as specified on the Purchase Agreement/Sales Order. The date of acceptance for this milestone is the Software Acceptance Date Orientation and Configuration Requirements Session* 2 persons I Offsite Review features and design options available for Best -In -Class configuration of the designated OAS application forms and related workflow processes. The output of these sessions will be compiled into a requirements document referred to as the Configuration Requirements Document (CRD). This will include using standard templates and design to expedite the project while providing the 25E-15 Page 10of19 a ✓o"\IV e, software best business value to the customer. Any design requirements not available to the core system and/or requiring development will be scolded and presented in a separate Statement of Work. Assurance services afforded the project maybe leveraged for work identified as outside the scope of the project. ProjectDox Configuration Requirements Document Advanced Integration permitting system touchpoint discussion for Land Management System Includes: o Project Creation — Required application data is pushed from the permitting system to the ProjectDox application using the Avolve provided REST API and configuration of the ProjectDox Windows Service Process. Required field for project creation: o Permit Number/Project Name (Key value) o Description o Applicant/Submitter First Name o Applicant/Submitter Last Name o Applicant/Submitter Email Address o Permit/Project Type o Application Data — Pull of data from the permitting system to display of up to 18 read-only permit application data fields within the plan review process. o Review Status — Push of data to provide the permitting system the following data related to the plan review: o Reviewer Name o Reviewer Department o Review Cycle o Review Status (Approved, Rejected) o Date Completed o Final Approval Status — Push final status or log event of approved to permitting system API indicating to the permitting system that all reviews are approved in ProjectDox. • Project Plan (task list/schedule/resource assignments) not to exceed budget Configuration & Integration * Offsite I Remote Configuration of applicable software products, forms and the workflows based on the configuration requirements document findings. This includes the development of the integration work defined in this Statement of Work and confirmed during requirements discussions. Configured Working products and modules as specified in the Purchase Agreement/ Sales Order o Configured Working ProjectDox and OAS Application (OAS Optional) • 3 BIC Workflows • Building • Planning • Public Works (optional) • Advanced Integration • 1 OAS Advanced Application Form o Form design contains between 75-150 fields • 1 Avolve Payment Processor (Elavon, Paymentus, Global Transport, Authorized.net) o Design the OAS application to interface with Customer's payment processor to allowfor online payments through OAS. • 1 OAS Advanced Integration o Defined application data to be pushed to the target permitting system API to allow for creation of the permit and triggering of the Project Creation process into ProjectDox. Design requires API's to be available for customer permitting system. Direct database calls from OAS to the target system are not supported. • 1 OAS Advanced Validation 25E-1 6 Page 11 of 19 a ✓o"\IV e, software 0 1 Advance Validation Widget to allow for multi field validation, data retrieval and display from the target system on the OAS application form. May include field concatenation and progressive/auto complete search (pulling back the data for display in the form). Some abilities are limited to API's being available from the customers target permitting system • 1 Basic Fee 0 Allows for a fixed fee or simple calculation of a percentage of a field in the OAS application form to be displayed to the end user to communicate a cost. PaperlessNOW migration to ProjectDox SaaS User Acceptance Training (UAT) 1 Person I Offsite The Avolve project manager will provide user acceptance training and guidance to the client on methods to test the designed process and system to work towards user acceptance. The Avdve project manager will work with the client to schedule time to be on or offsite per process and based on available professional service hours for the project. Customer will validate the system configuration, forms, emails and integration and document any identified issues in the RIT (Risks, Issues and Tasks) document and provide to the Avolve project manager. Avdve will resolve any identified issues to allow the customer retest to gain acceptance. • Completion of User Acceptance Testing (UAT) • Implementation of the Production Environment • Code Promotion from Test to Production Training 1 Person I Offsite Avolve education specialists will deliver the below courses to the Customers staff. The courses will train approximately 12 persons and will be delivered based on the project plan rollout. A maximum of 12 persons per course is enforced with the exception of the Community Outreach (TES -OUT). This demonstration/lecture session is targeted for the design community and is intended to be conducted for larger audiences (25+) to educate and promote the new processes. It is recommended that training sessions be organized with participants of similar technological abilities to allow for the most efficient delivery and retention of the materials. Additional training above and beyond the below may be added or additional training performed post go -live by leveraging the assurance services funds afforded the project. • Delivery of classes for all products/modules as purchased (Planning Training) Quantity Course Name Est. Length 2 Introduction to ProjectDox 3 hrs. 1 Workflow and Markup for Plan Reviewers 6 hrs. 1 Workflow and Administration for Coordinators/Techs 8 hrs. 1 Proiect Admin 4 hrs. 1 Community Outreach 1-2 hrs. • Delivery of classes for all products/modules as purchased (Public Works) Quantity Course Name Est. Length 1 Introduction to ProjectDox 3 hrs. 1 Workflow and Markup for Plan Reviewers 6 hrs. 1 Workflow and Administration for Coordinators/Techs 8hrs. 1 Proiect Admin 4 hrs 25E-17 Page 12of19 a ✓o"\IV e, software Launch/Project Close Out 1-2 Person lOffsite Deployment of the accepted workflow processes and a transition to Move support to close out the project. Assurance Services The assurance services fund may be leveraged at any time during or post project completion to cover additional integration requirements, newly identified out of scope requirements, training, and software not included in this statement or work. The funds may also be used post go-live4aunch of a process to keep the project management team engaged to assist with change management and user adoption assistance. Assurance services hours are billed on an hourly basis at a rate of $225.00 an hour. The use of hours requires a change order or an assurance services agreement that defines the work and has signatures of agreement for use by the Customer. There will be Key Deliverables, as identified in the Project Activities/Deliverables Payment Schedule which will be subject to acceptance by the Customer ("Acceptance"). Upon completion of each Key Deliverable, Avolve will request from the Customer a written response within five (5) business days after receipt thereof. Notwithstanding the foregoing or anything to the contrary in the Purchase Agreement, all other Deliverables provided under this Statement of Work shall be deemed to have been accepted by the Customer upon delivery. If Customer does not approve, reasons for rejection must be clearly noted. Move will then work with the Customer to come to agreement on obtaining approval. The Customer shall be deemed to accept any such Key Deliverable which Customer does not accept or reject within such period. This acceptance will initiate the invoice of the applicable milestone. Promptly following execution of this Statement of Work, the parties shall meet to discuss the general project schedule, which will be generally organized around the standard Avolve project On -Boarding process. Within 2 weeks, the initial project plan will be created and sent to Customer. The Project Plan contains a schedule, a list of tasks in a schedule format, assignments of specific team members over specific times and communication status reporting processes. The Project Plan is a living document that will be reviewed throughout the term of this Agreement and may be adjusted as reasonably necessary, as agreed to from time to time by the parties. 1. This Project was scolded based upon purchase of ProjectDox Best In Class, understanding that the site will be hosted by the Avolve and configured per established Best -In -Class standards. This understanding forms the basis for Avolve's pricing and the Deliverables to be provided under this Statement of Work. Any deviation from these requirements will require a change order and may increase cost or estimated time of Project completion. 2. Avolve will have full access to all Project team members from the customer as needed to complete the successful implementation and roll out of ProjectDox and OAS. This access may require the team members of the customer to dedicate specific time to specific detailed tasks within the Project Plan. Team member tasks will be more clearly defined during the kickoff and planning sessions and documented in the Project Plan. 25E-18 Page 13of19 a ✓o"\IV e, software 3. Customer and its third parties and/or subcontractors will fulfill any hardware/software requirements, as identified to allow communication between Avolve Software and the Customer's permitting system in a timely fashion in order to keep the Project Plan on schedule. 4. Customer and its third parties and/or subcontractors will fulfill the hardware requirements, as outlined in the System Implementation Guides (standard end user document(s) that accompany each version of the Software) in a timely fashion in order to keep the Project Plan on schedule. 5. This best approach package to implementation relies on partnership with the jurisdiction to achieve desired go -live and pape less goals. To that end, a not to exceed 314 hours (+178 hours if all optional services are purchased) have been allocated to services and training on this project. In the event scope expands or delays account for incremental hours to be required, a Change Request(s) will be issued for the incremental costs associated with delay or expansion. Should the customer cause or contribute to the delay of any Deliverable, Avdve may elect to revise the Project Plan accordingly to compensate for the delay and invoice for any applicable milestone payments to that point of the project. 6. Al parties will reasonably prioritize their efforts to meet the Project Plan schedule in order to achieve a rapid roll out model. In doing so, it is understood by all parties that multiple tasks may be in process at one time and Avdve may have more than one Professional Services team member working on the project at one time. 7. Client will provide adequate Project management for their own resources, and/or third parties, to collaborate with Avolve's project manager. Client subject matter experts and applicable users will be accessible and available in a timely fashion and for adequate and reasonable durations. Avdve will make sure that scheduling of interviews and meetings are adequately in advance of these resource allocations. 8. Customizations/Extensions required may result in increased schedule and budget, but only if documented and approved within Assurance Services ancilor a Change Request. 9. Avolve is planning to fully leverage ProjectDox as is, utilizing all built in configuration features to meet the business needs. 10. Any optional items chosen in the Purchase Agreement/Sales Order are not included here and would require a modification to this Statement of Work. 11. Customer understands that an ePlan Life Cycle implementation is a very significant digital transformation enterprise project that requires dedicated change management from the Customers staff. This will be key for the success of the Customer. 12. Work will not begin until an executed copy of all paperwork is complete. Work will begin at the earliest possible date at which Avolve resources and Customer resources are available or as otherwise agreed to. 13. Avolve and Customer agree to cooperate in good faith to complete the Services and Deliverables in a timely and efficient manner. 14. Recording of Avolve provided training or UAT (user acceptance testing) sessions is not permitted. 15. Al training classes unless otherwise noted are limited to 12 persons maximum per class "Configuration options are as described by ProjectDox documentation and as evidenced by ProjectDox administration screens. Minor changes to Avolve ProjectDox Best Practices (Best in Class) workflows are changes to activate/deactivate and/orparametrize with variables, existing steps in the Best Practices workflows. Customization of additional products and modules are to be within the bounds and scope of the respective core product(s) and modifications are limited to those that are allowed by core product design. 25E-19 Page 14of19 a ✓o"\IV e, software The "Change Control Process" is that process which shall govern changes to the scope of the Project during the life of the Project. The Change Control Process will apply to new components and to enhancements of existing components. The Change Control Process will commence at the start of the Project and will continue throughout the Project's duration. Additional procedures and responsibilities may be outlined by the Project Manager identified on the signature page to the Agreement and will be included in the Project Plan if mutually accepted. Under the Change Control Process, a written "Change Request" (attached) will be the vehicle for communicating any desired changes to the Project. It will describe the proposed change, the reason for the change and the effect the change may have on the Project. The Project Manager of the requesting party will submit a written Change Request to the Project Manager for the other parties. Al parties must sign the approval portion of the Change Request to authorize the implementation of any change that affects the Project's scope, schedule or price. Furthermore, any such changes that affect the scope of this SOW, schedule or price will require an amendment to the SOW ancl/or any other part of the Purchase Agreement. Pricing and payment terms are as set forth in Purchase Agreement/Sales Order. Travel and Expenses are estimated to be $0 due to the pandemic. Al implementation and training will be remote. Should that change all actual travel expenses will be invoiced to the City, but only if approved by City prior to incurring any actual travel expenses. 2 5 E -20 Page 15 of 19 O O O O O O K O m m K m K m K K cn cn cn ti O - N cn �pnCC tG cp = tp ,M m cn m cL G Q m O d O O y O O FIL N CJ a v a p o 0 0 0 0 o a S �. m o y x m y y a m cn m o m C a o (D n C n N � n n O T C n 0 m �n cn N O o. _ lCn 0 O a = cCn m 'G N �. 0 cn (D n y C c m m a cM M ao Z n 0= 0_ _OmN m OD cn O C Mo cn Z -i 0- _0� yO cn M. y p � CE —0.3 n N a �a c m n m v m m n x O c. 0. > > Ca c o O p (D O cp (D O d x x O m D 0 O a N p �O m a m n m (D (D O_ • • • • • cn cn • • • • • • • • • • • • n p p O cn cn cn cn cn cnD,Z0J cn NDA ND �a NCO CO CO �c `m O a 0 y o_ cn D D D o D a a > a <' D D 3< > D c m m m= o m p m m m �mn� m n� a. C ;cam 0Dcn n m m m m m m o m g m m m Q. B o m 0 > > > D. a m mM a m' A N T V V W W A W ED IV _t�0 D d 15t-Zl 25E-22 a ✓o"\IV e, software Once fully executed, this document will become the Statement of Work for the Project defined in this document. Avolve and Customer's signatures below authorizes Avolve to begin the services described above and indicates Customers agreement to pay the invoices associated with these services delivered as described. Any services or term extensions denoted as optional will require further written acceptance and approval from the City. Avolve will invoice Customer for Software Maintenance following the Software Acceptance Date and Customer shall pay such invoiced amount pursuant to the terms of the Purchase Agreement/Sales Order. For all subsequent years of Software Maintenance purchased by Customer, invoicing and payments shall be as set forth in the Purchase Agreement/Sales Order. Avolve Software Corporation By Name: Jay Mayne Santa Ana, CA By: Name: Title: CFO Title: Date: Date: Approved as to form: Q4V- Rya 4dge Assk ant City Attorney 2 5 E -23 Page 18 of 19 GENERAL INFORMATION Change Request W )C a) ProjecrlClty,cwnty Requester Name CesnnpWn of Change Dale Submitted Prb* Reason For Change Request ProjectAmfmix Impacted Avoi SaFturxe Change Regrwix Fnrm Coy of5mnevntte J J [Enter a detailed d2scripUm of dw ciha WE being requesmdJ � J Low � Madam 1 .�-t Required I`EnrarBdetaded de3el>pbGllda�IJ+�Ia ferMVgl 1a86YNg Rgl1@3,}ed,_ ri.iat ocher artitachr aReded by gee chave Assumptions�Risks �loarrwr/aaorwtp&aar orootteneands rrgardYrgl lha ,agrwalad el4ngaj �nteral�� J Commen�lConsideratioas AtlachmerrusiReferenoes E STIMATE S Total Estimated Development Hours pkWXiihn-111a hour errpacl at the requested change] I Tool Estimated Development Duration PIK" [Enterihe duration ampool of Me nequeabed dtange]J Schedule Impact g� X)piad hire impact thus chonga mtay 1i on schedules] Cost Impact ,PC sq Meo' Ii Mtped!is chmw atayhaua as odd] ComnrentJReoonunendations PM Approval Sgnature Date Signed IDS Approval Signature Cafe Signed CITY OF SOMEWHERE AUTHORIZATION Customer Approval Signature Cate Signed AW MI aWMl III tM 5 page i at 1 25E-24 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: DECEMBER 15, 2020 TITLE: APPROVE RENAMING OF THE KIWANIS BARRIER FREE PLAYGROUND AT CARL THORNTON PARK TO THE "GEORGE UPTON ALL ACCESS PARK" CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on 1� Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO /s/ Kristine Ridge FILE NUMBER CITY MANAGER RECOMMENDED ACTION Approve renaming of the Kiwanis Barrier Free Playground to the "George Upton All Access Park." DISCUSSION At the December 1, 2020 City Council meeting, Councilmembers Bacerra and Mendoza submitted an agenda item (85A) to propose renaming the Kiwanis Barrier Free Playground to George Upton All Access Park and the balance of the City Council members concurred. George Upton was born in Tampa Florida on October 15, 1920 and passed away peacefully in his sleep on June 26, 2019 at the age of 98. He grew up in San Bernardino, California and joined the US Navy during WWII. He fought in the Pacific and served on the USS Bolinas and USS Manila Bay from 1942-1945. After the war, he worked for Siamese Airways and while on a layover in New York City in October of 1947, he met Jean, the love of his life, on a blind date. After getting married there in January during the blizzard of 1948 by Norman Vincent Peale, George and Jean moved to California and ultimately settled in Santa Ana where they raised their family. He earned his BA in business from Woodbury College on the GI Bill, receiving the honors of suma cum laude. George worked in advertising, pharmaceutical sales and management, and for the County of Orange until he went into the car business. He finally retired in 1982. In retirement, George found his passion in philanthropic work. He served as an elder and deacon for the First Presbyterian Church of Santa Ana, was President of the Friends of the Santa Ana Public Library, was a Flotilla commander and Division Captain for the US Coast Guard Auxiliary, and in his spare time taught boating and navigation courses at Santa Ana College. George joined the Kiwanis Club of the Santa Ana in 1980, was Kiwanian of the Year in 1982, and served as President from 1995-1996. He worked tirelessly with fellow Kiwanians to improve the lives of special needs children in Santa Ana, volunteering at Carl Harvey School, and helping to create the Kiwanis Barrier Free Playground in Santa Ana. Annually the Kiwanis club hosts the "George Upton Picnic" at the park. After George's passing, his commitment to the Kiwanis Barrier Free Playground continued as donations were made, in lieu of flowers, to the Kiwanis Foundation for the Barrier Free Playground. 39A-1 Re -naming Kiwanis Barrier Free Playground to "George Upton All Access Park" December 15, 2020 Page 2 Sections 33-5 and 33- 6 of the Santa Ana Municipal Code (SAMC) govern the naming of streets and public facilities, including parks, park playgrounds, and other recreational facilities. The municipal code includes guidelines for the naming or renaming of these facilities and identifies policy guidelines. In general, the naming or renaming of parks and public facilities should consider: • A name that serves to identify the location of the subject area. • A name that references the history of the site or area. • A name that identifies a person or family, which made extraordinary donation of land or funds to promote the improvement of the public facility. • A name that recognizes a person or family who made a significant contribution to the wellbeing of the City, including City Council. Commissioners, Officers and employees of the City, but not anyone who currently holds such position. Based on the guidelines established in the SAMC and in consideration of George Upton's significant contributions to the community, including efforts to create and construct the Kiwanis Barrier Free Playground at Carl Thornton Park, staff recommends the renaming of the Kiwanis Barrier Free Playground at Carl Thornton Park to the "George Upton All Access Park." FISCAL IMPACT The Kiwanis Club will provide the new sign and the City will install. Therefore, there is no fiscal impact related to this action. Submitted By: Lisa Rudloff, Executive Director— Parks, Recreation, and Community Services Agency 39A-2 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: DECEMBER 15, 2020 TITLE: APPROVE A $3,170,547 LOAN AGREEMENT WITH LEGACY SQUARE LP FOR A 55-YEAR TERM FOR THE DEVELOPMENT OF THE LEGACY SQUARE AFFORDABLE HOUSING PROJECT; APPROVE A SUBORDINATION AGREEMENT WITH BANK OF AMERICA, N.A.; APPROVE A FUTURE SUBORDINATION AGREEMENT WITH STATE OF CALIFORNIA DEPARTMENT OF HOUSING AND COMMUNITY DEVELOPMENT; APPROVE A RESOLUTION APPROVING THE ISSUANCE OF BONDS (NON -GENERAL FUND) /s/ Kristine Ridge CITY MANAGER CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on 1� Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER RECOMMENDED ACTION 1. Authorize the City Manager to execute a loan agreement with Legacy Square LP (c/o National Community Renaissance of California) for $3,170,547 in inclusionary housing funds for the development of the Legacy Square 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. 2. Authorize the City Manager to execute a subordination agreement with Bank of America, N.A., for the City's inclusionary housing loan agreement with Legacy Square LP, subject to non - substantive changes approved by the City Manager and City Attorney. 3. Authorize the City Manager to execute a future subordination agreement with the State of California Department of Housing and Community Development, for the City's inclusionary housing loan agreement with Legacy Square LP, after the Legacy Square affordable housing project is complete, subject to non -substantive changes approved by the City Manager and City Attorney. 4. Adopt a resolution approving the issuance of revenue bonds by the California Statewide Communities Development Authority in an amount not to exceed $40,000,000 for the purpose 55A-1 Loan Agreement with Legacy Square LP December 15, 2020 Page 2 of financing the acquisition, construction, improvement, and equipping of the Legacy Square affordable housing project located at 609 N. Spurgeon Street, Santa Ana, CA 92701. EXECUTIVE SUMMARY Two years ago, City Council approved an award of $3.1 million in funding for the development of the Legacy Square affordable housing project by National Community Renaissance of California (National CORE). After two years of predevelopment in which National CORE worked with staff to secure all of their remaining sources of financing in their capital stack as a condition of the City's award of funds, staff are now returning to City Council with the City's financing documents required for this project, which include the loan agreement, subordination agreements, and a new TEFRA resolution. The terms of the loan agreement are provided for the City Council to consider approval of the loan agreement. The subordination agreements are required for the senior lenders with funds in the project. Finally, the City's previous TEFRA resolution expired after one year, so a new TEFRA resolution is also included. DISCUSSION On January 15, 2019, the City Council approved a pre -loan commitment of $3,170,547 in inclusionary housing funds for the development of the 93-unit Legacy Square affordable housing project located at 609 N Spurgeon Street, Santa Ana, CA 92701 (Project) to be developed by National Community Renaissance of California (Developer) by a unanimous vote. The $3,170,547 in funds from the City's Inclusionary Housing Funds are funds generated through the payment of in -lieu fees when developers opt -out of developing affordable housing on -site and instead pay a fee. The staff report from January 15, 2019 (Exhibit 1) and the pre -loan commitment (Exhibit 2), both provide further information on the Project. After the City Council approves a pre -loan commitment of funding for an affordable housing project, it can often take a substantial amount of time for a developer to secure the remaining financing. The majority of large multi -family affordable housing projects require low-income housing tax credits, which are very competitive for the higher value 9% tax credits with only two application deadlines a year, and more difficult to finance with the lower value 4% tax credits. After almost two years since the Legacy Square Project received a commitment of funding from City Council, the Developer has now secured the remaining financing and is prepared to close on financing prior to the end of the year and begin building the Project. Specifically, after receiving the pre -loan commitment letter from the City on January 15, 2019, the Developer secured entitlements from City Council on February 5, 2019 and then worked to secure all necessary financing for the construction and operation of the Project. The Developer worked with City staff to submit two applications for Affordable Housing and Sustainable Communities (AHSC) funds available through the State of California Department of Housing and Community Development. On both February 5, 2019, and one year later on February 4, 2020, City Council adopted a resolution supporting the Developer's submittal of a funding application for the AHSC Grant Program in an amount not to exceed $30 million (Exhibit 3 and 4). 55A-2 Loan Agreement with Legacy Square LP December 15, 2020 Page 3 On June 25, 2020, the Strategic Growth Council awarded the Developer $25,431,865 in AHSC funds. This was the third project in five rounds of funding for the State's AHSC program that has received an award of funds; the Depot at Santiago and Santa Ana Arts Collective were two previous projects that were awarded funds under this competitive funding source. The $25.4 million award includes approximately $2,000,000 to develop the surrounding transportation -related improvements around the Project by the City's Public Works Agency. Approximately $430,000 will also be allocated to transit programs and transit -related amenities to build and operate a bicycle kiosk, car share program, three years of transit passes for each household, and onsite urban greening components. Following their award of AHSC program funds, the Developer applied for 4% tax credits. By September 2020, the Developer had secured all of their necessary financing to develop the Project and must now close on their financing and pull their building permit before their 4% tax credits and AHSC program funds expire. The inclusionary housing loan agreement is attached as Exhibit 5. The following loan terms are incorporated into the loan agreement: • Borrower: Legacy Square LP (c/o National Community Renaissance of California) • Loan Amount: $3,170,547 principal amount from the inclusionary housing fund • Interest Rate: 3% simple interest compounded annually • Term: 55 years from the date of issuance of the Certificate of Occupancy for the Project • Terms of Repayment: Repaid from 50% of residual receipts (pro-rata with payments due in connection with other financing provided) calculated after payment of operating expenses including debt service on the senior loan, property management fee, owner administration fee, required reserves, and any deferred developer fee. The borrower shall retain the other 50% of the residual receipts. • Disbursement Schedule: 90% of the funds will be disbursed upfront for the construction, with a 10% contingency. • Selection of Tenants: The Developer shall give preference in leasing units to households that live and/or work in the City of Santa Ana. Implementation of the preference will be monitored by staff in the Community Development Agency. Regarding the subordination agreement with Bank of America, N.A. (Exhibit 6), the City's total loan for this project is $3,170,547 compared to Bank of America's larger loan of $5,258,706. As a subordinate loan for a large affordable housing project such as this, it is not uncommon for a senior lender to request a subordination agreement for the City's smaller loan agreement in order to permit the senior lender to complete their underwriting and commit their private market financing. Regarding the Subordination Agreement with the State of California Department of Housing and Community Development (HCD), the City's total loan for this project is $3,170,547 compared to HCD's larger loan of $15,000,000. HCD requires the City to enter into a subordination agreement. HCD's loan will be disbursed at the permanent loan conversion when the project is complete in approximately a year and a half. Therefore, HCD has not prepared this subordination agreement at this time and it will be provided after the project is complete. 55A-3 Loan Agreement with Legacy Square LP December 15, 2020 Page 4 If the loan agreement is not approved by City Council, the Developer will have to decline their award of AHSC Program funds and the Project will not move forward. Project Description The Project will be 100% affordable to households earning less than 60% of the Area Median Income (AMI). At least 44 of the units will be affordable to family households earning no more than 30% of the AMI and of those units 33 will be reserved as permanent supportive housing; 31 of the units will be affordable to family households earning no more than 50% of the AMI; 17 of the units will be affordable to family households earning no more than 60% of the AMI; and there will be one manager's unit. There will be a local preference for residents of Santa Ana who live and/or work in the City. The unit mix and rent restrictions are as follows: PSH - 30% AMI 30% AMI 50% AMI 60% AMI Total 1-bedroom 30 30 2-bedroom 3 6 18 11 38 3-bedroom 5 13 6 24 2-bedroom Manager I I I I 1 Total 1 33 1 11 1 31 1 17 93 TEFRA Resolution On December 17, 2019, the City Council conducted a Tax Equity and Fiscal Responsibility Act (TEFRA) Hearing in consideration of the issuance of tax exempt bond financing by the California Statewide Communities Development Authority on behalf of Legacy Square, LP, for the benefit of the Project to finance the acquisition, construction, and improvement of the Project (Exhibit 7). Following the TEFRA hearing, City Council adopted a resolution approving the issuance of revenue bonds by the California Statewide Communities Development Authority in an amount not to exceed $40,000,000. However, the previous approval is set to expire after one year on December 16, 2020. On December4, 2020, staff held a public hearing, telephonically, as permitted by the Internal Revenue Service to satisfy the public hearing requirement in light of the COVID-19 pandemic, at which time an opportunity was provided to interested parties to present arguments both for and against the issuance of the revenue bonds. The public hearing was held by staff because the Internal Revenue Service requires the use of a toll -free number and it was an administrative burden for the City to create a toll -free number specifically for this TEFRA resolution. Therefore, as an alternative a staff -level public hearing was held. No public comments were received during the staff -level public hearing and staff are recommending approval of a new resolution for the issuance of the revenue bonds (Exhibit 8). FISCAL IMPACT Funds for the conditional grant agreement in the amount of $2,853,492.30 (90% of the total) are available in the Inclusionary Housing Fund, Loans and Grants account (No. 41718820-69152) for expenditure in the current fiscal year. The remaining $317,054.70 (10%) will be budgeted and included in the FY 2021-22 annual budget. 55A-4 Loan Agreement with Legacy Square LP December 15, 2020 Page 5 The City received a payment of $896.78 to hold a TEFRA hearing for this project, which was deposited into account No. 01102002-53902. The bonds to be issued by the California Statewide Communities Development Authority are the sole responsibility of Legacy Square, L.P. The City has no financial or legal liability for the project or repayment of the bonds and does not constitute any type of indebtedness for the City. Fiscal Impact Verified By: Kathryn Downs, CPA, Executive Director— Finance and Management Services Agency Submitted By: Steven A. Mendoza, Executive Director — Community Development Agency Exhibits: 1. Staff Report from January 15, 2019 2. Pre -Loan Commitment Letter 3. Staff Report from February 5, 2019 for First AHSC Resolution 4. Staff Report from February 4, 2020 for Second AHSC Resolution 5. City Inclusionary Housing Loan Agreement 6. Subordination Agreement with Bank of America, N.A. 7. Staff Report from December 17, 2019 for the First TEFRA Hearing 8. TEFRA Resolution 55A-5 EXHIBIT 1 Exhibit 1: Legacy Square Loan Agreement http://clerk[WebLin k/DocView.aspx?dbid=1 &id=105211 &page=1 &cr=1 r •, iWa:u:1111r►a MAYOR Miguel A. Pulido MAYOR PRO TEM Juan Villages COUNCILMEMBERS Cecilia Iglesias David Penaloza Roman Rayne Vicente Sanniento Jose Solorio CITY OF SANTA ANA SANTA ANA HOUSING AUTHORITY 20 Civic Center Plaza . P.O. Box 22030 Santa Ana, California 92702 (714)667-2200 wv✓w.santa-ana.oro January 15, 2019 Michael Ruane Executive Vice President National Community Renaissance 9421 Haven Avenue Rancho Cucamonga, CA 91730 Larry Haynes Executive Director Mercy House Living Centers CITY MANAGER Raul Godinez II CITY ATTORNEY Sonia R. Canralho 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 Chapter41 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 Vilegas Vicente Saamento David Penaleza Jose Solono Roman Rayne Cecilia Iglesias Mayor Mayor Pro Tam. Ward 5 Ward 1 Ward 2 Ward 3 Ward 4 Wartl 6 mmlidoro?sanla-ana.am ivilieoasrrdsanta-ana.om v_earmientoRSanta-ana.oro a sa-1jeolono@santa-ana.oro na nevralsanta-anacra cialesi.aAsanlaaanaro iWa:11:111PA Page 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 earlier upon sale, refinancing or default. On that date, the City agrees to review the performance of the property and consider in good faith any reasonable request by Developer to modify the terms or extend the term of the City Promissory Notes. Additionally, the City will receive 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. y • Page 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%AMI 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 55A-9 iWa:u:111r►a 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. 55A-10 iWa:11:111VA 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 aa)santa-ana.org. Sincerely, n �IC � Steven A. Mendoza Acting City Manager Attest: Maria D. Huizar Clerk of Council 55A-11 EXHIBIT 3 Exhibit 3: Legacy Square Loan Agreement http://clerk[WebLink/DocView.aspx?dbid=1 &id=105760&paqe=1 &cr=1 55A-12 EXHIBIT 4 Exhibit 4: Legacy Square Loan Agreement http://clerk[WebLin k/DocView.aspx?dbid=1 &id=115881 &page=1 &cr=1 55A-13 FREE RECORDING REQUESTED PURSUANT TO GOVERNMENT CODE SECTION 6103 & 27383 When Recorded Mail to: City of Santa Ana Clerk of the Council 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, California 92702 Attention: Clerk of the Council LOAN AGREEMENT by and between the CITY OF SANTA ANA and SPACE ABOVE THIS LINE FOR RECORDING USE FREE RECORDING REQUESTED [Government Code Section 61031 LEGACY SQUARE L.P., a California limited partnership (609 N. Spurgeon St., Santa Ana, California) Dated: December 15, 2020 55A-14 LOAN AGREEMENT INCLUSIONARY HOUSING PROGRAM THIS LOAN AGREEMENT ("Agreement") dated, for identification purposes only, as of December 15, 2020, is made and entered into by and between the City of Santa Ana, a charter city and municipal corporation ("City"), and Legacy Square L.P., a California limited partnership ("Developer") with reference to the following: RECITALS: A. The City's Housing Opportunity Ordinance ("Ordinance") was originally adopted by the City Council on November 28, 2011 (Ordinance No. NS-2825), and is codified in Article XVIILI of the Santa Ana Municipal Code ("SAMC"). The Ordinance was amended by the City Council on September 1, 2015 (Ordinance No. NS-2881), and on October 6, 2015 (Ordinance No. NS-2885). The Ordinance established standards and procedures to encourage the development of housing that is affordable to a range of households with varying income levels. Pursuant to SAMC section 41-1904(c), developers may pay an in -lieu fee in certain instances to satisfy the inclusionary requirements. These funds are deposited into the Inclusionary Housing Fund, as defined by SAMC section 41- 1901, and are to be used to increase and improve the supply of affordable housing per SAMC section 41-1909. B. Developer, acting by and through its representative and agent, National Community Renaissance of California ("NCRC"), a California nonprofit public benefit corporation requested financial assistance in connection with the proposed development of a ninety-three (93) unit affordable housing complex (the "Project") to be located at 609 N. Spurgeon St., Santa Ana, California (to be re -designated as 301 East Santa Ana Boulevard), and legally described within Exhibit A attached hereto and incorporated herein (the "Property"). By voluntary decision of the Developer (but subject to restrictions set forth below), at least forty-four (44) of the units will be affordable to family households earning no more than 30% of the Area Median Income ("AMI") and of those units thirty-three (33) will be reserved as permanent supportive housing ("PSH"); thirty-one (31) of the units will be affordable to family households earning no more than 50% of the AMI; seventeen (17) of the units affordable to family households earning no more than 60% of the AMI; and there will be one (1) manager's unit. The Project unit mix adopted voluntarily by the Developer consists of: PSH - 30% AMI 30% AMI 50% AMI 60% AMI Total 1-bedroom 30 30 2-bedroom 3 6 18 11 38 3-bedroom 5 13 6 24 2-bedroom Manager 1 Total 33 11 31 17 93 55A-15 On -site amenities will include a community space. Mercy House Living Centers ("Mercy House") will manage onsite residential services coordination for all households. C. The City and the Housing Authority of the City of Santa Ana ("Housing Authority") reviewed Developer's request for assistance and at the City Council/Housing Authority meeting on January 15, 2019, the City Council authorized and approved issuance of a conditional, pre -commitment letter evidencing the preliminary award of $3,170,547 of funds to the Project ("Inclusionary Loan"), to be funded exclusively from the Inclusionary Housing Fund. D. The amount of the Inclusionary Loan was determined based upon the City's review of the Developer's request for the receipt of the hiclusionary Loan and the development proforma and projected cash flows for the Project submitted by the Developer to the City as of January 2019 ("Proforma"). The City Project Manager has authority to approve revised development proformas and projected cash flows for the Project; provided, however, that the Inclusionary Loan is not materially increased or extended. E. hi furtherance of the Inclusionary Housing Program, Developer has applied to the City for a loan with which to: 1. Acquire, develop and construct the project, and 2. Thereafter to maintain, operate and professionally manage the Project as decent, safe, sanitary and affordable rental housing. F. The City, on certain terms and conditions, desires to make such Inclusionary Loan to Developer in order to make possible the acquisition, development, construction, ownership, maintenance, and operation of the Project, thereby expanding the supply of decent, safe, sanitary and affordable housing within the City. G. If there is any inconsistency between Federal, State, and local guidelines with regard to any of the terms and conditions contained herein, the more stringent shall apply. NOW, THEREFORE, for and in consideration of the mutual covenants and agreements herein contained, City and Developer agree as follows: DEFINITIONS AND INTERPRETATION 1.1 Defined Terms. All capitalized terms used herein, including, without limitation, in the Recitals above and in all other Project Documents, unless otherwise expressly defined, are defined where first used in this Agreement and/or as set forth in this Article 1. "Administrative General Partner" means Mercy House CHDO, Inc., a California nonprofit public benefit corporation. 55A-16 "Affordability Restrictions on Transfer of Property" means that certain document affecting real property benefiting the City, attached hereto and incorporated herein as Exhibit B. "Affordable Housing" housing in which households whose incomes qualify them as Extremely Low, Very Low or Low Income, to pay Affordable Rents. "Affordable Rent" means the monthly rents which do not exceed the maximum amount applicable to Extremely Low, Very Low and Low Income households, as promulgated by the California Tax Credit Allocation Committee (TCAC), or by the State of California, as applicable. "Agency" means the Housing Authority of the City of Santa Ana, acting as the Housing Successor Agency, a public body, corporate and politic, exercising governmental functions and powers, and organized and existing under the CRL. The principal office of the Agency is located at 20 Civic Center Plaza, Santa Ana, California 92702. "Agency" shall also refer to the City where the context dictates, to the effect that City shall have all rights granted to the Agency hereunder. "Building Permit" means the building permit(s) issued by City and required for the construction. "Business Day" means any Monday, Tuesday, Wednesday, Thursday or Friday on which Santa Ana City Hall is open to the public for the conduct of City affairs. "Calendar Year" means each consecutive twelve (12) month period from January 1 to December 31. "Certificate of Completion" has the meaning set forth in Article 17. "City" means the City of Santa Ana, California, a charter city and municipal corporation. "City" shall also refer to the Agency where the context dictates, to the effect that the Agency shall have all the rights granted to the City hereunder. "City Project Manager" shall mean the City's Housing Manager and/or his/her designee. "Close of Escrow" shall mean the date upon which the Affordability Restrictions on Transfer of Property and Inclusionary Deed of Trust are recorded in the Official Records of the County. "County" means the County of Orange, California. "Developer" means Legacy Square L.P., a California limited partnership. "Developer's Representative" shall mean a representative of the Managing General Partner designated from time to time by the Managing General Partner of Developer or his/her designee. 55A-17 "Escrow" is the escrow opened for the closing of the Senior Loan and Inclusionary City Loan. "Escrow Holder" is [Fidelity National Title Insurance Company]. "Event of Default" has the meaning set forth in Section 20.1. "Extremely Low Income" means an adjusted income which does not exceed thirty percent (30%) of the Median Income for the Area, adjusted for household size, as published by the U.S. Department of Housing and Urban Development. "General Partner" means collectively, jointly and severally, the Administrative General Partner and the Managing General Partner. "Governmental Authority" means any governmental or quasi - governmental agency, board, bureau, commission, department, court, administrative tribunal or other instrumentality or authority, and any public utility. "Hazardous Materials" means flammable materials, explosives, radioactive materials, hazardous wastes, toxic substances and similar substances and materials, including all substances and materials defined as hazardous or toxic wastes, substances or materials under any applicable law, including without limitation the Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901 et sec., and the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. § § 9601, et seq., as amended. Hazardous Material shall not include (i) construction products, household cleaners and office materials of the type and quantity ordinarily used in the normal construction, operation, ownership, occupancy and maintenance of properties similar to the Project or (ii) small amounts of household mold to the extent promptly remediated upon Developer's discovery. "Housing Authority" means the Housing Authority of the City of Santa Ana (CA093), a public body, corporate and politic. "HUD" means the United States (U.S.) Department of Housing and Urban Development, and any successors or assigns thereof. "Improvements" means all improvements and fixtures now and hereafter comprising any portion of the Property, including, without limitation, landscaping, trees and plant materials; and offsite improvements, as required through the City of Santa Ana Planning and Building Agency entitlement process. "Inclusionary Deed of Trust" means the deed of trust encumbering the Property, in the form attached hereto as Exhibit C, to be executed by Developer pursuant to Section 5.13.1 in order to secure the Inclusionary Loan Note. "Inclusionary Loan" or "Inclusionary City Loan" means a loan in the original principal amount of up to three -million, one -hundred seventy thousand five 55A-18 hundred forty-seven dollars ($3,170,547) to be made to Developer by the City to be funded exclusively from the Inclusionary Housing Fund. "Inclusionary Promissory Note" means that certain promissory note for Inclusionary Loan funds in the original principal amount of $3,170,547 in the form attached hereto as Exhibit D, and to be executed by Developer in favor of City to evidence the obligation of Developer to repay the Inclusionary Loan through residual receipts as further described in the Inclusionary Promissory Note. "Indemnitees" has the meaning set forth in Section 14.5. "Investor Limited Partner" means Bank of America, N.A., and Banc of America CDC Special Holding Company, Inc., or its permitted successors or assigns. "Laws" means all statutes, laws, ordinances, regulations, orders, writs, judgments, injunctions, decrees or awards of the United States or any state, county, municipality or other Governmental Authority. "Lien" means any lien, mortgage, pledge, security interest, charge or encumbrance of any kind, including any conditional sale or other title retention agreement, any lease in the nature thereof, and any agreement to give any lien or security interest. "Loan Documents" or "Inclusionary Loan Documents" means, collectively, this Agreement, the Inclusionary Promissory Note, the Inclusionary Deed of Trust, and the Affordability Restrictions on Transfer of Property, and any other agreement, document, or instrument that the City reasonably requires in connection with the execution of this Agreement or from time to time to effectuate the purposes of this Agreement. "Low Income" means an adjusted income which does not exceed eighty percent (80%) of the Median Income for the Area, adjusted for household size, as published by the U.S. Department of Housing and Urban Development (HUD). "Managing General Partner" means NCRC Legacy MGP, LLC, a California limited liability company. "Median Income for the Area" means the median income for the Orange County, California PMSA as most recently determined by HUD. Also may be referred to interchangeably in the Inclusionary Loan Documents as "Area Median Income" or "AMP'. "Partnership Agreement" means the Amended and Restated Agreement of Limited Partnership of the Developer, dated as of �], 2020, as may be amended, modified or supplemented. "Project" means the construction of the Improvements upon the Property by Developer pursuant to this Agreement. "Project Budget" means the line -item budget for the Project attached hereto as Exhibit E, as modified from time to time in accordance with this Agreement. 55A-19 "Project Costs" means all costs of any nature incurred in connection with the Project in accordance with generally accepted accounting principles. "Property" means the property that is located at 609 N. Spurgeon St. in the City of Santa Ana, and as more fully described in the "Legal Description" of the Property attached hereto as Exhibit A and incorporated herein by reference. "Restricted Units" shall mean units in the Project that are required by the Loan Documents to be operated as Affordable Housing for the Term of Affordability. "Scope of Work/Schedule of Performance" means the detailed statement of the work to be performed by Developer on and to the Property pursuant to this Agreement, along with the Schedule of Performance setting forth timeframes for certain tasks, which document is attached hereto as Exhibit F. "Senior Lender" means a commercial or institutional financial institution providing the Senior Loan or any other holder of the Senior Loan Note. "Senior Loan" means a loan from the Senior Lender concurrent to the Inclusionary Loan for payment of a portion of the acquisition and construction costs, and shall include any subsequent loan that permanently refinances the initial Senior Loan. "Senior Loan Deed of Trust" means the first deed(s) of trust securing the Senior Loan by encumbering the Property. "Senior Loan Documents" means, collectively, the loan agreement governing the Senior Loan, the Senior Loan Note, the Senior Loan Deed of Trust, and any other agreement, document or instrument that the Senior Lender requires in connection with the Senior Loan. "Senior Loan Note" means the promissory note evidencing the Senior Loan from the Senior Lender. "Term of Affordability" means a period of fifty-five (55) years from the date of issuance of the Certificate of Occupancy for the Project, or repayment of the Inclusionary Loan, whichever is longer. "Very Low Income" means an adjusted income which does not exceed fifty percent (50%) of the Median Income for the Area, adjusted for household size, as published by the U.S. Department of Housing and Urban Development. 1.2 Singular and Plural Terms. Any defined term used in the plural in this Agreement shall refer to all members of the relevant class and any defined term used in the singular shall refer to any number of the members of the relevant class. 1.3 References and Other Terms. Any reference to this Agreement shall include such document both as originally executed and as it may from time to time be 55A-20 modified. References herein to Articles, Sections and Exhibits shall be construed as references to this Agreement unless a different document is named. References to subparagraphs shall be construed as references to the same Section in which the reference appears. The term "document" is used in its broadest sense and encompasses agreements, certificates, opinions, consents, instruments and other written material of every kind. The terms "including" and "include" mean "including (include) without limitation." 1.4 Exhibits Incorporated. All attachments and exhibits to this Agreement, as now existing and as the same may from time to time be modified, are incorporated herein by this reference. 2. [RESERVED] SCOPE OF WORK/PROJECT BUDGET A "Scope of Work" and "Schedule of Performance" for the Property is attached hereto as Exhibit F. Any material change to the Scope of Work/Schedule of Performance requested by the Developer shall be subject to the prior written approval of the City Project Manager. The Scope of Work/Schedule sets forth the construction work that shall be performed on the Property and timeframes for approvals of such work. A line -item budget for the Project, including a summary of statement of sources and uses of funds, is incorporated into Exhibit E ('Project Budget"). Any material change to the Project Budget requested by Developer shall be subject to the prior written approval of the City Project Manager. 4. [RESERVED] INCLUSIONARY LOAN: The Inclusionary Loan shall be evidenced by the Inclusionary Promissory Note in the form attached hereto as Exhibit D. The Inclusionary Loan shall be secured by the Inclusionary Deed of Trust in the form attached hereto as Exhibit C. The terms and conditions of the Inclusionary Loan are as set forth in the Inclusionary Promissory Note. The Term of Affordability for the Project is fifty-five (55) years from the date of issuance of Certificate of Occupancy for the Project, or repayment of the Inclusionary Loan, whichever is longer. 5.1. Inclusionary Funds: A. Amount and Purpose. Subject to the terms and conditions of this Agreement, City agrees to make a loan to Developer from the Inclusionary Housing Fund in the principal amount of up to $3,170,547.00 for the acquisition, construction, ownership, operation, rehabilitation and other costs of the Project. 6. CONDITIONS TO DISBURSEMENT OF LOAN 55A-21 6.1 Conditions Precedent. City's obligation to disburse the loan is subject to the satisfaction of the following conditions precedent: (a) City Council. Review and approval of the documents evidencing the Inclusionary Loan by the City Council of the City of Santa Ana. Such approval has occurred as of the City's execution hereof. (b) Code Compliance. Compliance with California Health and Safety Code and applicable regulations set forth in Section 34176. Such compliance has occurred as of the City's execution hereof. (c) Environmental Review. Compliance with and completion of environmental review of the Project pursuant to the California Environmental Quality Act ("CEQA") and approval thereof. Such completion has occurred as of the City's execution hereof. (d) Affordability Restrictions. The funding of $3,170,547 is from the Inclusionary Housing Fund. Forty-five (45) of the "Housing Units" at the Project shall and will be Restricted Units restricted to affordable rents pursuant to the Maximum Rents published yearly by the California Tax Credit Allocation Committee (TCAC) and referenced in the regulatory agreement containing conditions, covenants and restrictions executed by Developer and TCAC for a period of not less than fifty-five (55) years recorded against the Project in the Official Records, County of Orange, California. Twenty- seven (27) of the units at the Project shall and will be restricted to households earning 30% or less of the AMI and eighteen (18) of the units shall and will be restricted to households earning no more than 50% of the AMI. (e) Loan Documents. Developer shall have delivered to the Escrow Holder, signed by the authorized officer or officers of Developer, with such signature(s) acknowledged where necessary, each of the following documents: (i) this Inclusionary Loan Agreement; (ii) the Inclusionary Promissory Note ($3,170,547); (iii) the Inclusionary Deed of Trust; and, (iv) the Affordability Restrictions on Transfer of Property. (f) Title Insurance. City shall have received an American Land Title Association (ALTA) Extended (LP-10) Loan Policy (6-17-06), or evidence of a commitment therefore satisfactory to City, issued by Fidelity National Title Insurance Company and in form and substance satisfactory to City, together with all endorsements and binders required, naming City as the insured, in a policy amount of not less than the total hiclusionary Loan Amount, showing Developer as the leasehold owner of the Property and insuring the Inclusionary Deed of Trust to be a valid priority lien on the Property. This Agreement, the Inclusionary Promissory Note, and the Inclusionary Deed of Trust shall all be subordinate to the Senior Loan Note and Senior Loan Deed of Trust. 55A-22 (g) Affordability Restrictions on Transfer of Property. Developer shall have delivered to the Escrow Holder, in the form attached hereto as Exhibit B, the Affordability Restrictions on Transfer of Property pursuant to which, among other things, Developer agrees that the Restricted Units shall be used only for decent, safe, sanitary and Affordable Housing pursuant to the affordability requirements of California Health and Safety Code ("H&S") sections 50052.5 and 33334.3, as applicable. The City's Affordability Restrictions on Transfer of Property shall remain in superior position to the Senior Loan Documents and shall not be subordinated. (h) Documents Recorded. This Loan Agreement, the Inclusionary Deed of Trust and the Affordability Restrictions on Transfer of Property shall have been recorded in the Official Records of the County. (i) Request for Notice. For the benefit of City, Escrow Holder shall have recorded a request for notice of default of the Senior Loan (the "Request for Notice of Default"). 0) Insurance. City shall have received evidence satisfactory to the City Attorney that all of the policies of insurance required by Section 19 of this Agreement are in full force and effect. (k) Representations and Warranties. The representations and warranties of Developer contained in this Agreement and the other Loan Documents shall be correct in all material respects as of the Close of Escrow as though made on and as of that date, and if requested by the City Project Manager, City shall have received a certificate to that effect signed by Developer's Representative. (1) No Default. No Event of Default by Developer shall have occurred, and no event shall have occurred which, with the giving of notice or the passage of time or both, would constitute an Event of Default by Developer under this Agreement, and if requested by the City Project Manager, City shall have received a certificate to that effect signed by Developer's Representative. (m) The City's obligation to provide the Inclusionary Loan is and shall remain subject to all covenants, conditions, and restrictions set forth in this Loan Agreement, and in particular City's analysis of the development and operating costs of the Project and the overall economic feasibility of the Project; provided, however, that the City's execution of the Loan Documents will evidence the satisfaction of this condition. 6.2 Disbursement Procedures for Loan. The Inclusionary Loan proceeds shall be disbursed on the date hereof (subject to Section 6.10) into an escrow account at with the Escrow Holder ("Loan Proceeds") to finance the acquisition, development and construction of the Project (as evidenced in the Project Budget, attached as Exhibit E). The LoanProceeds shall not be used for any purpose other than for acquisition, development and construction related costs, including Developer fee and soft costs related to the development of the Project (costs all subject to City's review and approval). 55A-23 The City's obligation to disburse the Loan is subject to satisfaction of the following conditions precedent, all of which the City acknowledges have been met as of the execution date hereof: (a) All grading pennits shall have been issued or the City shall have issued a letter stating that Building Permits are ready to issue, subject only to payment of fees and the completion of grading of the Project site. (b) Developer shall have secured all necessary financing and funding for the construction and operation of the Project. Such financing and funding shall be sufficient to pay all Project development costs, through lease -up, as set forth in the final budget consistent with the approved Proforma (or as otherwise approved by the City). (c) Developer shall have provided evidence to the City that the Developer has obtained insurance policies and certificates or endorsements acceptable to the City, as described in this Agreement. (d) Developer shall have provided construction security in favor of the City, which may include a completion guarantee from Developer, in an amount sufficient to ensure the Project will be completed and placed in service within the time set forth in the Project schedule approved by the City. (e) Developer shall submit and obtain the City Project Manager's approval (which such approval shall not be unreasonably withheld, conditioned, or delayed) of the construction contract, the identity and qualifications of the General Contractor, the Partnership Agreement for the limited partnership entity to be formed to own and operate the Project, and management, marketing and tenant selection plans for the Proj ect. 6.3 Termination for Failure of Condition. If (a) any of the conditions set forth in Section 6.2 are not timely satisfied (subject to applicable notice and cure rights), and (b) City is not in default under this Agreement, City may terminate this Agreement without any further liability on its part by giving written notice of termination to Developer. Upon the giving of such notice, all principal, interest and other amounts owing under the Agreement shall be due and payable. 6.4 Any Disbursement. The City's obligation to approve any disbursement of the Loan is subject to the satisfaction of the following conditions: (a) Satisfactory Progress. The City Project Manager shall be satisfied that, based on his/her own inspections or other reliable information from a third -party inspector, the construction is progressing satisfactorily in conformance with all applicable laws and other requirements. (b) Condition of Title. Either (i) the City Project Manager reasonably believes that no event has occurred since the Close of Escrow that would give rise to a colorable claim against the Property (e.g., a mechanic's lien) superior to the claim of City against the Property with respect to the subject disbursement, or if such claim is made, the 55A-24 City Project Manager shall receive satisfactory evidence that such claim has been bonded over until its resolution; or (ii) City must have received, at Developer's expense but payable out of the Loan Proceeds from the title insurer who issued City's LP-10 Title Policy, all endorsements thereto then reasonably required by City (including, without limitation, CLTA Form 122 -- priority of advance endorsements). (c) Representations and Warranties. The representations and warranties of Developer contained in this Agreement and the other Inclusionary Loan Documents shall be correct in all material respects as of the date of the disbursement as though made on and as of that date. (d) No Default. No Event of Default by Developer shall remain uncured (unless, to the extent permitted under this Agreement, Developer is diligently taking action to cure such default) and no event shall have occurred which, with the giving of notice or the passage of time or both, would constitute an Event of Default by Developer. 6.5 Final Disbursement. City's obligation to disburse that portion of the Loan funds retained pursuant to Section 6.10 is subject to the satisfaction of the following additional conditions precedent: (a) Construction complete. The construction of the Project shall be complete. (b) Certificate of Occupancy Issued. Any portion of the construction work requiring inspection or certification by any Governmental Authority shall have been inspected and certified as complete. Developer shall request that the City of Santa Ana Planning and Building Agency issue a Certificate of Occupancy, a copy of which shall be delivered to the City Project Manager, in order for final disbursement to occur. (c) Lien Free. At least one of the following shall have occurred: (i) Thirty-five (35) days shall have passed since the recording of a valid notice of completion for the construction, and no mechanic's or materialman's lien shall be outstanding; or (ii) Ninety-five (95) days shall have passed since actual completion of the construction, and no mechanic's or materialman's lien shall be outstanding, or Developer shall have bonded over any such lien to City's reasonable satisfaction. 6.6 Waiver of Conditions. The conditions set forth pertaining to City's obligation to disburse the Loan Proceeds are for City's benefit only and the City Project Manager may waive all or any part of such conditions by written notice to Developer. 6.7 Draw Requests. Requests for the Loan Proceeds shall be made only upon Developer's written request in the form of a Draw Request showing all costs which Developer intends to fund, itemized in such detail as City may reasonably require, accompanied in each case by (a) invoices and lien releases satisfactory to City, including in any event partial lien releases executed by each contractor and subcontractor who has 55A-25 received any payment for work performed, and (b) all other documents and information reasonably required by City. Draw Requests shall be submitted no less than ten (10) Business Days prior to the date of the requested draw, and shall not be submitted more often than monthly. City shall notify the Developer of approval or disapproval of each Draw Request within five (5) Business Days after receipt of the Draw Request, using the City's "Disbursement/Change Order Approval Notice". City shall have the right, but not the obligation, to discontinue processing Draw Requests unless and until receipt of notification from the other lenders of approval or disapproval of each outstanding Draw Request. 6.8 Cost Overruns. In the event that, at any time and for any reason, (a) the actual cost reasonably estimated by Developer to be required to complete all matters included in any line item in the Project Budget exceeds the amount allocated to that line item in the Project Budget, (b) Project Costs for any matters not covered by a specific line item have been or will be incurred, or (c) the undisbursed portion of the Loan Proceeds and all other approved financing sources are or may be insufficient to pay all construction of the Project that may be payable under the Inclusionary Loan Documents or otherwise in connection with the construction, Developer shall, within ten (10) days after it receives written notice thereof from City of any of the foregoing matters, do one or more of the following: (a) provide satisfactory evidence to City that Developer has previously paid such excess or otherwise provided for such insufficiency (collectively, the "Excess Cost") with finds from a source other than the Inclusionary Loan; (b) deposit an amount equal to the Excess Cost in a non -interest bearing account (the "Overrun Account") with City from which withdrawals may be made only with the consent of the City Project Manager (such consent not to be unreasonably withheld) but which will be exhausted prior to any ftuther Draw Request for any line item, so that any resulting surplus in any line item of the Project Budget will then be reallocated to the line item(s) in which the Excess Costs are expected to be incurred. City shall have no obligation to approve Draw Requests until Developer has paid or otherwise provided for the overrun as required above. 6.9 Cost Savings. Upon completion of and disbursement for all matters covered by any line items in the Project Budget, any remaining undisbursed amounts allocated to that line item shall be reallocated to "Contingency" and thereafter be available for disbursement in accordance with the terms of this Agreement. 6.10 Retainage. City will withhold a Retainage of 10% from the Disbursement associated with Hard Costs in the Project Cost Breakdown (and other line items thereof designated for withholding of retainage) until all conditions to the final Disbursement of Hard Costs have been satisfied. In lieu of City's withholding Retainage, Developer can by written notice to City elect not to draw any overhead or profit as would otherwise be permitted under the Construction Contract until such time as Retainage would otherwise have been released. 55A-26 6.11 [Reserved]. 6.12 Waiver of Disbursement Conditions. Unless City otherwise agrees in writing, the approval by City of any Draw Request with knowledge that any condition to disbursement is not fulfilled shall constitute a waiver of such condition only with respect to the particular Draw Request, and such condition shall be conditioned to all further Draw Requests until fulfilled. 6.13 Modification of Disbursement Conditions and Procedures. The City Project Manager shall have the authority to modify the disbursement conditions and procedures set forth herein in order to conform them to the payment provisions of the contract for construction. 6.14 Other Terms and Conditions of Loan. A. The Note shall become immediately due and payable, in the event of any of the following: (1) Failure to complete the Project within three (3) years of the date on which the hiclusionary Deed of Trust is recorded, unless extended due to Force Majeure delays; (2) Violation of any of the use covenants and restrictions contained in this Agreement after the expiration of any applicable notice and cure periods; or, (3) An Event ofDefault by Developer after expiration of any applicable notice and cure periods pursuant to the terms of this Agreement. 6.15 Closing Costs and Fees. Developer shall pay (a) all escrow fees and charges, (b) all recording fees and charges on any document recorded pursuant to this Agreement, and (c) the premium for the title insurance required hereunder. 7. AFFORDABILITY REQUIREMENTS, USE AND MAINTENANCE OF THE PROJECT 7.1 Use Covenants and Restrictions. Developer agrees and covenants, which covenants shall run with the land and bind Developer, its successors, its assign and every successor in interest to the Property that Developer will make the Restricted Units available to extremely low, very low and low income households at rents affordable to such households for fifty-five (55) years. The Restricted Units shall consist of forty-five (45) residential units. Enforceability of restrictions on the forty-five (45) units shall be enforced until the date that is fifty-five (55) years after the date on which the Certificate of Occupancy is issued. If any other public agency imposes affordability restrictions on units at the Project, the Restricted Units shall be the same units. 7.2 Affordability Levels/Unit Mix: The unit mix and levels of affordability of the Restricted Units are as follows: 55A-27 PSH - 25% AMI PSH - 30% AMI 30% AMI 50% AMI Total 1-bedroom 16 16 2-bedroom 3 6 18 27 3-bedroom 2 2 Total 16 3 8 18 45 a. [reserved] b. Utility allowances must be deducted from the Maximum Gross Monthly Rent. The Housing Authority publishes a Utility Allowance Schedule on an annual basis, which shall be used by Developer in connection with units receiving Rental Subsidies as defined below for so long as may be required by the Housing Authority. c. Based on the unit mix and bedroom sizes provided above, at least forty-four (44) of the units will be affordable to family households earning no more than 30% of the AMI and of those units thirty-three (33) will be reserved as permanent supportive housing; and one (1) of the units shall be affordable to a family household earning no more than 50% of the AMI. d. The affordable rents charged at the Restricted Units must comply with the standards set forth by California Tax Credit Allocation Committee (TCAC). Notwithstanding anything to the contrary contained in this Agreement, the Affordability Restrictions on Transfer of Property, in the event of foreclosure, or delivery of deed in lieu of foreclosure, of any Senior Loan, then (1) the maximum qualifying tenant household income shall be increased to 60% of AMI adjusted for family size appropriate to the unit, and (2) the maximum annual affordable rent shall be increased to 30% of 60% of AMI, as adjusted for family size appropriate to the unit. e. The Project will receive eight (8) project based vouchers from the Housing Authority of the City of Santa Ana (the "Rental Subsidies") during the Term of Affordability of this Agreement. If, during the Term of Affordability of this Agreement, any change in federal law occurs or any action (or inaction) by Congress or any federal or State agency occurs, which results in a reduction, termination or nonrenewal of the Rental Subsidies, such that the rental subsidy projected on the budget for the Project is reduced or no longer available, the Developer may increase the rents on the eight project -based voucher assisted -units during the remainder of the Term of Affordability of this Agreement to the maximum rent published by the California Tax Credit Allocation Committee for a "60% AMI Household" in Orange County for the applicable bedroom size subject to the City Project Manager's prior written approval, which shall not be unreasonably withheld, conditioned, or delayed. If Developer demonstrates to the satisfaction of the City that such rental increase is necessary to maintain the financial stability of the Project and no 55A-28 alternative rental subsidies are available, the City will review and consider such rental increase. 7.3 Rent Increases: On an annual basis, the City shall confirm the Developer's submission of the maximum allowable schedule of rents for the Property which shall correspond to the maximum rent levels allowed by TCAC. In no event can Developer charge any tenant more than such amount. 7.4 Maintenance of the Property. Solely at Developer's expense, Developer agrees to maintain the Property in a clean and orderly condition and in good condition and repair and keep the Property free from any accumulation of debris and waste materials. If at any time Developer fails to maintain, or cause to be maintained, the Property as required by this section, and said condition is not corrected after the expiration of a reasonable period of time not to exceed thirty (30) days from the date of written notice from the City, unless such condition cannot reasonably be cured within thirty (30) days, in which case Developer shall have such additional time as reasonably necessary to complete such cure, the City may perform the necessary maintenance and Developer shall pay all reasonable costs incurred for such maintenance. The City shall inspect the Property annually after the date of issuance of the Certificate of Completion as described in Section 17 of this Agreement. 7.5 Obligation to Refrain from Discrimination. Developer covenants and agrees for itself, its successors, its assigns and every successor in interest to the Property or any part thereof, that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, disability, religion, sex, marital status, ancestry or national origin in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property nor shall Developer itself or any person claiming under or through him establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the Property. The foregoing covenants shall run with the land and shall remain in effect for the term of the Agreement. S. DEFAULTS AND 8.1 Event of Default. Failure or delay by either party to perform any term or provision of this Agreement within the time periods provided herein for such performance constitutes a default under the Agreement. If any party defaults in performance of its obligations, covenants or agreements hereunder, the defaulting party shall be entitled to cure the default in accordance with this section. The injured party shall give written notice of default to the party in default, specifying the default complained of by the injured party. Delay in giving such notice shall not constitute a waiver of any default nor shall it change the time of default. The defaulting party must, within thirty (30) days following service of said written notice, commence to cure, correct or remedy such failure or delay and shall complete such cure, correction, or remedy with reasonable diligence. Upon a default by Developer which is not cured within thirty (30) days following service of said notice, unless such default cannot reasonably be cured within thirty (30) days, in which case Developer shall have such additional time as reasonably necessary to complete such cure but no more than ninety (90) days, the City shall have the right to terminate this Agreement by delivery of written notice of termination to Developer. 55A-29 8.2 Institution of Legal Actions. In addition to any other rights or remedies, either parry may institute legal action to cure, correct or remedy any default to recover economic damages for any default, or to obtain any other remedy consistent with the purpose of this Agreement. 8.3 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 8.4 Damages. In the event that the City is liable for damages to Developer, such liability shall not exceed costs incurred by the Developer in the performance of this Agreement and shall not extend to compensation for loss of future income, profits or assets. 8.5 Nonrecourse Liability. Neither Developer, nor any partner of Developer, nor any member of any partner of Developer, nor any member, partner, officer, director, employee, agent or representative of any member of any partner of Developer, shall have any personal liability under this Agreement, or the attached Note and Deed of Trust, and any judgment, decree or order for the payment of money obtained in any action to enforce the obligation of Developer to repay the loan evidenced by such documents shall be enforceable against Developer only to the extent of Developer's interest in the Property. 9. GENERAL PROVISIONS AND WARRANTIES As a material inducement to City to enter into this Agreement, Developer represents and warrants as follows, which representations and warranties are made solely by Developer and not by or on behalf of any partner of Developer: 9.1 Formation, Oualification and Compliance. Legacy Square L.P. is a California limited partnership. Developer is in compliance with all laws applicable to its business and has obtained all approvals, licenses, exemptions and other authorizations from, and has accomplished all filings, registrations and qualifications with, any Governmental Authority that are necessary for the transaction of its business. 9.2 Execution and Performance ofInclusionary Loan Documents. 9.2.1 Developer has all requisite authority to execute and perform its obligations under the Inclusionary Loan Documents. 9.2.2 The execution and delivery by Developer of, and the performance by Developer of its obligations under, each Loan Document has been authorized by all necessary action and does not and will not: (a) require any consent or approval not heretofore obtained of any person having any interest in Developer; 55A-30 (b) violate any provision of, or require any consent or approval not heretofore obtained under, any articles of incorporation, by-laws or other governing document applicable to Developer; (c) result in or require the creation of any lien, claim, charge or other right of others of any kind (other than under the Inclusionary Loan Documents) on or with respect to any property now or hereafter owned or leased by Developer; (d) to the best of its knowledge, violate any provision of any law presently in effect that is applicable to the Project; or (e) constitute a breach or default under, or permit the acceleration of obligations owed under, any contract, loan agreement, lease or other agreement or document to which Developer is a party or by which Developer or any of its property is bound. 9.2.3 Developer is not in default, in any respect that is materially adverse to the interests of City under the hiclusionary Loan Documents or that would have any material adverse effect on the financial condition of Developer or the conduct of its business, under any law, contract, lease or other agreement or document described in sub- paragraph (d) or (e) of the previous subsection. 9.2.4 No approval, license, exemption or other authorization from, or filing, registration or qualification with, any Governmental Authority is required which has not been previously obtained in connection with: (a) the execution by Developer of, and the performance by Developer of its obligations under, the Inclusionary Loan Documents; and (b) the creation of the liens described in the Inclusionary Loan Documents. 9.3 Financial and Other Information. To the best of Developer's knowledge, all financial information furnished to City by the Developer or any affiliate thereof with respect to Developer in connection with the Loan (a) is complete and correct in all material respects as of the date of preparation thereof, (b) accurately presents the financial condition of Developer, and (c) has been prepared in accordance with generally accepted accounting principles consistently applied or in accordance with such other principles or methods as are reasonably acceptable to City. To the best of Developer's knowledge, all other documents and information furnished to City by the Developer or any affiliate thereof with respect to Developer, in connection with the Loan, are correct and complete insofar as completeness is necessary to give the City accurate knowledge of the subject matter. To the best of Developer's knowledge Developer has no material liability or contingent liability not disclosed to City in writing and there is no material lien, claim, charge or other right of others of any kinds (including liens or retained security titles of conditional vendors) on any property of Developer not disclosed in such financial statements or otherwise disclosed to City in writing. 55A-31 9.4 No Material Adverse Change. There has been no material adverse change in the condition, financial or otherwise, of Developer since the dates of the latest financial statements furnished to City. Since those dates, Developer has not entered into any material transaction not disclosed in such financial statements or otherwise disclosed to City in writing. 9.5 Tax Liability. Developer has filed all required federal, state and local tax returns and has paid all taxes (including interest and penalties, but subject to lawful extensions disclosed to City in writing) other than taxes being promptly and actively contested in good faith and by appropriate proceedings. Developer is maintaining adequate reserves for tax liabilities (including contested liabilities) in accordance with generally accepted accounting principles or in accordance with such other principles or methods as are reasonably acceptable to City. 9.6 Governmental Requirements. Developer is in compliance with all laws relating to the Property and all Governmental Authority approvals, including zoning, land use, planning requirements, and requirements arising from or relating to the adoption or amendment of, any applicable general plan, subdivision and parcel map requirement; environmental requirements, including the requirements of the California Environmental Quality Act and the National Environmental Policy Act, and the preparation and approval of all required environmental impact statements and reports; use, occupancy and building permit requirements; and public utilities requirements. 9.7 Rights of Others. Developer is in compliance with all covenants, conditions, restrictions, easements, rights of way and other rights of third parties relating to the Property. 9.8 Litigation. There are no material actions or proceedings pending or, to the best of the Developer's knowledge, threatened against or affecting Developer or any property of Developer before any Governmental Authority, except as disclosed to City in writing prior to the execution of this Agreement. 9.9 Bankruptcy. To the best of Developer's knowledge, no attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings are pending or threatened against Developer, nor are any of such proceedings contemplated by Developer. 9.10 Information Accurate. To the best of Developer's knowledge, all information, regardless of its form, conveyed by Developer to City, by whatever means, is accurate, and correct in all material respects and is sufficiently complete to give City true and accurate knowledge of its subject matter, and does not contain any material misrepresentation or omission. 9.11 Conflicts of Interest. No member, official or employee of the City shall have any personal interest, direct or indirect, in this Agreement, nor shall any such member, official or employee participate in any decision relating to this Agreement which affects his/her personal interests or the interests of any corporation, partnership or association in which 55A-32 he/she has a direct or indirect financial interest. The Developer warrants that it neither has paid nor given, nor will pay or give, any third party any money or other consideration for obtaining this Agreement. 9.12 Nonliability of City Officials and Employees. No member, official or employee of the City shall be personally liable to the Developer in the event of any default or breach by the City or for any amount which may become due to Developer or on any obligations under the terms of this Agreement. 9.13 No Assignment. Developer expressly acknowledges and agrees that the City has only agreed to assist the Developer as a means by which to induce the construction/development of the Project. Accordingly, Developer further expressly acknowledges and agrees that this Agreement is a personal right of Developer that is neither negotiable, transferable, nor assignable except as set forth herein. Developer may assign some or all of its rights under the Agreement only with the prior written consent of the City Project Manager, except that no prior consent is necessary for an assignment by a limited partner of Developer to an affiliate, for the inclusion of tax credit investors in the Agreement, or as otherwise provided in the Inclusionary Deed of Trust. 9.14 Applicable Law. This Agreement shall be interpreted, governed and enforced under federal and California state law with venue in Orange County, California. 9.15 Third Parties. This Agreement is made for the sole benefit of Developer and the City and their successors and assigns, and no other person or persons shall have any rights or remedies under or by reason of this Agreement or any right to the exercise of any right or power of the City hereunder or arising from any default by Developer, nor shall the City owe any duty whatsoever to any claimant for labor performed or materials furnished in connection with the construction of the Property. 9.16 Control of Property. The parties acknowledge that the City has not at any time participated in any manner in the management or operation of the Property, and will not so participate at any time hereafter. 10. CONDITIONS FOR CONSTRUCTION 10.1 Permits and Approvals. Developer shall diligently obtain all permits, including all Building Permits, licenses, approvals, exemptions and other authorizations of Governmental Agencies required in connection with the construction and conversion of the Property. 10.2 Commencement and Completion of Construction. The construction of the Project shall be considered complete for purposes of this Agreement only when (a) all work described has been completed and fully paid for, and (b) all work requiring inspection or certification by Governmental Authority has been completed and all requisite certificates, approvals and other necessary authorizations (including required final certificates of occupancy) have been obtained. 55A-33 10.3 Change Orders. The contract for construction shall not be modified except pursuant to change orders. All change orders in excess of $30,000: (a) Shall be in writing, numbered in sequence, signed by Developer and submitted to City prior to the proposed effectiveness thereof and accompanied by any working drawings and a written narrative of the proposed change; and, (b) Shall be subject to the City Project Manager's prior written approval. 10.4 Entry and Inspection. At all times prior to completion of the construction, upon reasonable prior written notice and subject to reasonable job site safety rules, City and its agents shall have (a) the right of free access to the Property and all sites away from the Property where materials for the construction are stored, (b) the right to inspect all labor performed and materials furnished for the construction, and (c) the right to inspect and copy all documents pertaining to the construction. 10.5 [RESERVED] 10.6 Construction Information. From time to time during the course of the construction, within ten (10) Business Days following City's written demand therefore and/or in connection with each draw, Developer shall furnish requested reports of Project Costs, progress schedules and contractors' costs breakdowns for the construction, itemized as to trade description and items, showing the name of the contractor(s) and/or subcontractor(s), and including such indirect costs as real estate taxes, legal and accounting fees, insurance, architects' and engineers' fees, loan fees, interest during construction and contractors' overhead. 10.7 Protection Against Liens: Developer shall diligently file a valid Notice of Completion upon completion of the construction, diligently file a notice of cessation in the event of a cessation of labor on the construction for a period of thirty (30) days or more, and take all actions reasonably required to prevent the assertion of claims of lien against the Property. hi the event that any claim of lien is asserted against the property or any stop notice or claim is asserted against the City by any person furnishing labor or materials to the Property, Developer shall immediately give written notice of the same to City and shall, promptly and in any event within ten (10) Business Days after written demand therefor from the City, (a) pay and discharge the same, (b) effect the release thereof by delivering to City a surety bond complying with the requirement of applicable laws for such release, or (c) take such other action as City may require to release City from any obligation or liability with respect to such stop notice or claim. 11. PROJECT COVENANTS 11.1 Affordable Rent Schedule. The rents shall be determined by the regulatory agreements entered into between the Developer and the California Tax Credit Allocation Committee governing the Project. 55A-34 11.2 Qualification as Affordable Housing. As more particularly provided in the Affordability Restrictions on Transfer of Property, Developer shall use, manage and operate the Restricted Units in accordance with the requirements of California Health and Safety Code section 50052.5 so as to qualify the Restricted Units as Affordable Housing with Affordable Rents. 11.3 Local Preference. Local preference for Santa Ana residents and workers in tenant selection shall be a requirement of the Project. Subject to the prohibition of discrimination and the granting of preferences in housing occupancy imposed by federal laws and regulations, the State of California, and by the City of Santa Ana Affordable Housing Funds Policies and Procedures, and in accordance with a written tenant selection policy to be approved by the City prior to lease -up, the Developer shall use its best efforts to lease units in the following order of priority, as further elaborated in the tenant selection policies: 1. First priority shall be given to persons who have been permanently displaced or face permanent displacement from housing in Santa Ana as a result of any of the following: a. A redevelopment project undertaken pursuant to California's Community Redevelopment Law (Health & Safety Code Sections 33000, et seq.) -- applicable only to projects funded by the Low and Moderate Income Housing Asset Fund. b. Ellis Act, owner -occupancy, or removal permit eviction; c. Earthquake, fire, flood, or other natural disaster; d. Cancellation of a project -based Housing Choice Voucher HAP Contract by property owner; or e. Governmental Action, such as Code Enforcement. 2. Second priority shall be given to persons who are either: a. Residents of Santa Ana, and/or b. Working in Santa. 11.1 Application and Financial Preparedness. Developer shall submit for review and approval by the City a pamphlet or flyer to inform interested persons regarding application and eligibility requirements and to assist interested persons with application and eligibility for residency at the Project at the initial leasing of the affordable units. Developer shall also work with the City to hold a minimum of two (2) workshops to be coordinated by the Developer at least twelve (12) months prior to the initial leasing of the affordable units. 55A-35 11.2 Handicapped Accessibility. [Developer shall comply with: (a) Section 504 of the Rehabilitation Act of 1973, and implementing regulations at 24 CFR 8C; and (b) the Americans with Disabilities Act of 1990, and implementing regulations at 28 CFR 35-36 in order to make the Project readily accessible to and usable by individuals with disabilities]. NCRC is confirming. 11.6 Onsite Supportive Services, Programs and Amenities. Developer shall provide residents of the Project access to discounted or no -cost onsite supportive services programming, and amenities that promote child development, youth development, and economic mobility, and include, but are not limited to health and wellness services, transportation services, social activities, and physical or recreational amenities as expressly set forth in and required by the Affordability Restrictions on Transfer of Property. 11.7 Local Sourcing Plan. Developer agrees to make a good faith effort to encourage contractors and suppliers to hire and procure locally. The City has reviewed and approved the Developer's local sourcing plan for the Project targeting, to the extent feasible, the hiring of qualified workers, construction contractors, or the purchasing of goods locally within the City of Santa Ana. 11.8 Lead -Based Paint. Developer shall comply with the requirements, as applicable of the Lead -Based Paint Poisoning Prevention Act. 11.9 Affirmative Marketing. [Prior to the issuance of a Certificate of Occupancy, Developer shall prepare and obtain City's approval of an affirmative marketing program for leasing the affordable units at the Project]. 11.10 Equal Opportunity and Fair Housing. Developer shall carry out the construction and perform its obligations under this Agreement, including, specifically the Local Preference requirements in Section 11.3 herein and the Affirmative Marketing requirements in Section 11.9 herein, in compliance with all of the state and federal laws and regulations regarding equal opportunity and fair housing. Developer must also follow the requirements of California Health and Safety Code section 33435. 11.11 Property Standards. Developer shall cause the Property to meet all applicable local, state and federal codes and ordinances, including zoning ordinances. Developer shall also cause the Property to meet the current edition of the Model Energy Code published by the Council of American Building Officials. [Under review by NCRC] 11.12 Alternative Transportation and Energy Source, Resource Conservation, and LEED Certification. In recognition of the City's desire to optimize the energy efficiency of the Project, Developer agrees to consult with the Project design team, a CABEC certified 2016 Certified Energy Analyst, a LEED AP Homes (low-rise and mid -rise), LEED AP BD+C (high rise), National Green Building Standard (NGBS) Green Verifier, or GreenPoint Rater (one person may meet both of these latter qualifications) early in the Project design process to evaluate a building energy model analysis and identify and consider energy efficiency or generation measures beyond those required by the TCAC minimum construction standards. [Under review by NCRC] 55A-36 11.13 Maintenance. At all times during the term of this Agreement, Developer shall cause the Property and the Project to be maintained in a decent, safe and sanitary manner regardless of cause of the disrepair subject to Force Majeure. Developer shall be fully and solely responsible for costs of maintenance, repair, addition and improvements. City, and any of its employees, agents, contractors or designees, shall have the right to enter upon the Property at reasonable times and in a reasonable manner to inspect the Proj ect. 11.14 Property Maintenance Agreement. Developer shall execute a maintenance agreement with the City prior to occupancy, which shall be in a form reasonably satisfactory to the City Attorney. 11.15 Management Plan. Prior to issuance of a Certificate of Occupancy, Developer shall submit for the reasonable approval of the City a "Management Plan" that sets forth in detail Developer's property management duties, a tenant selection process in accordance with this Agreement, a security system and crime prevention program, the procedures for the collection of rent, the procedures for eviction of tenants, the rules and regulations for the Property and manner of enforcement, a standard lease form, an operating budget, the identity and emergency contact information of the professional property management company to be contracted with to provide onsite property management services at the Property, and other matters relevant to the management of the Property. 11.16 Crime Free Housing. Developer shall work with City staff to develop a crime free housing policy, procedure, and design plan. Such plan will be consistent with, and not cause Developer to be in violation of, all requirements of law or any Project funding document, including without limitation "Housing First" principles required to be observed by California HCD. 11.17 Onsite Parking [Management Plan]. Developer shall provide onsite parking for residents and visitors of the Project and actively monitor the parking demand of the Project site. Developer shall continually monitor and take appropriate measures to manage the parking demand of the Project site to mitigate the use of offsite parking spaces on private or public properties and/or right-of-way. Prior to issuance of a Certificate of Occupancy, Developer shall submit a [Parking Management Plan] which will include but not be limited to: 1) a list of requirements for any tenants who park their vehicles on -site; 2) pre -conditions and ongoing conditions associated with all on -site parking; and 3) towing policies and practices of management. Developer shall obtain approval from the City for said plan. 11.18 Conflict of Interest. Developer shall comply with and be bound by the conflict of interest provisions set forth in all applicable state regulations pertaining to conflict of interest. 11.19 Monitoring. Developer shall allow the City to conduct annual inspections of each of the assisted units on the Property after the date of construction completion, with reasonable advance notice and only during normal business hours. Developer shall cure any defects or deficiencies found by the City while conducting such inspections within ten 55A-37 (10) business days of written notice thereof, or such longer period as is reasonable within the sole discretion of the City. 11.20 Recertification of Tenant Income. (a) Developer shall take all necessary steps to review the income of all tenants prior to renting to them, as well as reviewing current tenants on an annual basis. (b) Developer shall allow the City to conduct annual reviews of tenant files and files relating to affirmative marketing and outreach to ensure the Project's compliance with applicable regulations and guidelines. (c) City assisted units continue to qualify as affordable housing despite a temporary non-compliance caused by increases in the incomes of existing tenants if actions satisfactory to the City are being taken to ensure that all vacancies are filled in accordance with this section until the non-compliance is corrected. (d) All tenant certifications and related files shall be made available to the City either on -site or via an internet based document sharing platform selected by the Managing General Partner. Upon City's request therefore, the Managing General Partner will make available documents or certifications containing tenant information or personal information. (e) The City will indemnify and hold the Developer and each of the Managing General Partner and Administrative General Partner (and their respective affiliates) harmless from and against any and all losses, damages and liabilities (including reasonable attorney's fees) which any of them may incur by reason of the unauthorized release or disclosure of tenant files, or any portion thereof, or information included therein (including any information that could be used, either directly or indirectly, to identify any person, whether a natural person or a legal entity), including any such release or disclosure that violates any applicable State, federal or other local laws, ordinances, regulations, or codes, by the City or its officers, employees, agents and/or personnel and such unauthorized release or disclosure is due to the fraud, gross negligence or willful misconduct by the City or such officers, employees, agents and/or personnel. 11.21 Housing Opportunity Ordinance Requirements. Developer shall comply with all other applicable requirements of the City's Housing Opportunity Ordinance, including the following: (a) Onsite Services: The Developer shall provide on -site services that are available to the residents and shall report to the City annually the services provided. (b) Coordination with the WORK Center: The Property Manager shall enter into a Memorandum of Understanding ("MOU") with the City's WORK Center to provide tenants with information about WORK center opportunities to find better jobs and careers. The goal of the MOU is to ensure that all tenants have been provided 55A-38 an opportunity to connect with the WORK Center and be assisted with the tools and knowledge necessary to enter the workforce or obtain a higher -paying job. (c) Tenant Satisfaction Survey: The Developer shall complete and submit to the City biennial tenant satisfaction surveys of tenants. (d) Rental Inclusionary Housing Manual: The Developer shall also maintain compliance with the City's Inclusionary Housing Manual for Rental Projects. 11.22 Controlling Covenants. If there is a discrepancy between local, state and federal law with regard to any of the aforementioned covenants, the more stringent shall apply. 12. MAINTENANCE, MANAGEMENT, OPERATION, PRESERVATION AND REPAIR OF PROPERTY 12.1 Maintenance. Developer shall maintain the Property (and all abutting grounds, sidewalks, roads, parking and landscape areas which Developer is otherwise required to maintain) in good condition and repair; shall operate the Property in a business- like manner; shall prudently preserve and protect its own as well as the City's interests in connection with the Property; shall not commit or permit any waste or deterioration of the Property (except for normal wear and tear); shall not abandon any portion of the Property or leave the Property unguarded or unprotected; and shall not otherwise act, or fail to act, in such a way as to unreasonably increase the risk of any damage to the Property or of any other impairment of City's interests under the Inclusionary Loan Documents. Without limiting the generality of the foregoing, and except as otherwise agreed by City in writing from time to time, Developer shall promptly and faithfully perform and observe each of the following provisions: 12.1.1 Alterations and Repair. After Construction Completion, Developer shall not remove, demolish or materially alter any material Improvement without City's prior consent, except to make non-structural repairs which preserve or increase the Property's value, and shall promptly restore, in a good and professional manner, any Improvement (or other aspect or portion of the Property) that is damaged or destroyed from any cause, subject to Force Maj cure. 12.2 Reserved 12.3 Taxes and Impositions. Subject to any property tax abatement available to the Developer, Developer shall pay, prior to delinquency, all of the following (collectively, the "Impositions"): (a) all general and special real property taxes and assessments imposed on the Property; (b) all other taxes and assessments and charges of every kind that are assessed upon the Property (or upon the owner and/or operator of the Property) and that create or may create a lien upon the Property (or upon any personal property or fixtures used in connection with the Property), including, without limitation, non -governmental levies and assessments pursuant to applicable covenants, conditions or 55A-39 restrictions; and (c) all license fees, taxes and assessments imposed on City (other than City's income or franchise taxes) which are measured by or based upon (in whole or in part) the amount of the obligations secured by the Property. If permitted by law, Developer may pay any Imposition in installments (together with any accrued interest). 12.3.1 Right to Contest. Developer shall not be required to pay any Imposition so long as: (a) its validity is being actively contested in good faith and by appropriate proceedings; (b) Developer has demonstrated to City's reasonable satisfaction that leaving such Imposition unpaid pending the outcome of such proceedings could not result in conveyance of the Property in satisfaction of such Imposition or otherwise impair the City's interests under the Inclusionary Loan Documents; and, (c) Developer has furnished City with a bond or other security satisfactory in an amount not less than 100% of the applicable claim (including interest and penalties). 12.3.2 Evidence of Payment. Upon demand by City from time to time, Developer shall deliver to City, within thirty (30) days following the due date of any Imposition, evidence of payment reasonably satisfactory to City. 12.3.3 Books and Records. Developer shall maintain complete books of account and other records reflecting its operations (in connection with the Property), in accordance with generally accepted accounting principles applied on a consistent basis or in accordance with such other principles or methods as are reasonably acceptable to City. 12.4 [RESERVED] 12.5 Proiect Operating Budget. Developer must promptly deposit all Gross Revenues (as defined in the Project Note) directly into a segregated depository account established exclusively for the Project ("Project Operating Account") pursuant to the agreement with the property management company. Withdrawals from the Project Operating Account may be made only in accordance with the provisions of this Agreement and the approved Project Budget, as it may be revised from time to time with prior City approval. Developer may make withdrawals from the Project Operating Account solely for the payment of Operating Expenses (as defined in the Project Note) and for payments of debt service and distributions as permitted by the Project Note. Withdrawals from the Project Operating Account for other purposes may be made only with the prior written approval of the City. Notwithstanding anything to the contrary contained herein, neither capital contributions from the Investor Limited Partner or proceeds from any loans made to the Developer (other than loans to address operating deficits pursuant to the terms of the Partnership Agreement) shall be deposited in the Project Operating Account. 12.6 Replacement Reserve Account. Developer must establish or cause to be established a segregated replacement reserve depository account ("Replacement Reserve Account") no later than the commencement of the permanent financing period for the Project. Developer must make monthly deposits from project income into the Replacement Reserve Account in accordance with Developer's Project Budget, and the requirements of the Senior Lender, as amended from time to time. Developer may withdraw funds from the Replacement Reserve Account solely to fund capital improvements for the Project and as otherwise is permitted under the Senior Loan Documents and including, but not limited 55A-40 to, capital repair or replacement, such as replacing or repairing structural elements, furniture, fixtures or equipment of the Project that are reasonably required to preserve the Project. Developer may not withdraw funds from the Replacement Reserve Account for any other purpose without the prior written approval of the City. 13. NONDISCRIMINATION COVENANTS 13.1 Obligation to Refrain from Discrimination. Developer covenants and agrees that: (a) In Use of Property. There shall be no discrimination against or segregation of any person, or group of persons, on account of race, color, creed, disability, religion, sex, marital status, national origin, or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property, nor shall Developer or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees, or vendors of the Property. (b) In Affordable Housing Restrictions. The foregoing covenant shall: (a) be included in the Affordability Restrictions on Transfer of Property; (b) run with the land; and, (c) remain effective for the term of the Agreement (for 55 years). (c) In Employment. In construction on the Property, Developer shall not discriminate against any employee or applicant because of race, color, creed, religion, sex, marital status, disability, national origin, or ancestry. Developer shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, disability, creed, religion, sex, marital status, disability, national origin, or ancestry. (d) In all Contracts. Developer shall cause the foregoing covenants to be inserted in all contracts for any work covered by this Agreement so that such provisions will be binding upon each contractor for the benefit of City, provided that the foregoing covenant shall not apply to contracts or subcontracts for standard commercial supplies or raw materials. 14. ENVIRONMENTAL MATTERS 14.1 Representation and Warranty. Except as disclosed in writing to the City, Developer has no knowledge: (a) of the presence on, under or about the Property, now or in the past, of any Hazardous Materials, or of the transportation to or from the Property of any Hazardous Materials; (b) that asbestos or polychlorinated biphenyls (PCBs) are contained in or stored on the Property; or, (c) that there are any underground storage tanks located in, on or under the Property. 14.2 Compliance with Environmental Laws. Developer shall: (a) comply with all environmental laws and environmental permits applicable to the construction of the Property; (b) immediately pay or cause to be paid all costs and expenses incurred by reason of such compliance; (c) keep the Property free and clear of any environmental claims or 55A-41 liens imposed pursuant to any environmental law; and, (d) obtain and renew all environmental permits required for ownership or use of the Property. 14.3 Presence of Hazardous Materials. Developer shall not, and shall not permit anyone else to, generate, use, treat, store, handle, release, or dispose of Hazardous Materials on the Property, or transport or permit the transportation of Hazardous Materials to or from the Property, except for de minimis quantities used at the Property in compliance with all applicable environmental laws and required in connection with the routine operation and maintenance of the Property. 14.4 Notice of Environmental Matters. Developer shall immediately advise City in writing of any of the following: (a) any pending or threatened environmental claim against Developer or the Property; or (b) any condition or occurrence that: (i) results in noncompliance with any applicable environmental law; (ii) could reasonably be anticipated to cause the Property to be subject to any restrictions on the ownership, occupancy, use or transferability of the Property under any environmental Law; or, (iii) could reasonably be anticipated to form the basis of an environmental claim against the Property or Developer. 14.5 Environmental Indemnification by the Developer. Developer agrees to defend, indemnify and hold harmless the City and its respective officers, directors, employees and agents (collectively the "Indemnitees") from and against any and all obligations (including removal and remediation), losses, claims (including third party claims), suits, judgments, liabilities, penalties, damages (including consequential and punitive damages), costs and expenses (including consultants, and attorneys' fees) of whatever kind or nature whatsoever that may at any time be incurred by, imposed on, or asserted against the Indemnitees directly or indirectly based on, or arising or resulting from the actual or alleged presence of Hazardous Materials on the Property, other than resulting from the gross negligence or willful misconduct of any Indemnitee. 15. OTHER AFFIRMATIVE COVENANTS While any obligation of Developer under the Inclusionary Promissory Note or Inclusionary Leasehold Deed of Trust remain outstanding, the following provisions shall apply, except to the extent that City Project Manager otherwise consents in writing: 15.1 Existence. The sole member of Developer's managing general partner shall maintain its existence in good standing under the laws of the State of California, and Developer shall provide documentation of such status annually to the City. 15.2 Protection of Lien. Developer shall maintain the lien of the Inclusionary Leasehold Deed of Trust as a deed of trust on the Property in the same priority as at the commencement of construction and take all actions to execute and deliver to City all documents, reasonably required by City from time to time in connection therewith. 15.3 Notice of Certain Matters. Developer shall give notice to City, within ten (10) days of Developer's learning thereof, of each of the following: 55A-42 (a) any filed litigation or claim affecting or relating to the Property involving an amount in excess of $5,000 litigation or claim that might subject Developer or any general partner to liability in excess of $5,000 whether covered by applicable insurance or not; (b) any dispute between Developer and a Governmental Authority relating to the Property, the adverse determination of which might materially affect the Property; (c) any change in Developer's principal place of business; (d) any aspect of the Improvements that is not in substantial conformity with the plans or code; (e) any event which after the giving of all required notices and the expiration of all applicable cure periods, would constitute an Event of Default; (f) any material default by Developer or any other party under any Senior Loan document, or the receipt by Developer of any notice of default under any Senior Loan document; (g) the creation or imposition of any mechanics' or materialmans' lien or other lien against the Property which might materially affect the Property, which is not bonded over or released; and/or (h) any material adverse change in the financial condition of Developer. 15.4 Further Assurances. Developer shall execute and acknowledge (or cause to be executed and acknowledged) and deliver to City all documents, and take all actions, reasonably required by City from time to time to confirm the rights created or now or hereafter intended to be created under the Inclusionary Loan Documents; to protect and further the validity, priority and enforceability of the Inclusionary Deed of Trust; to subject to the Deed of Trust any property intended by the terms of any Loan Document(s) to be covered by the Inclusionary Deed of Trust or otherwise to carry out the purposes of the Inclusionary Loan Documents and the transactions contemplated thereunder. 15.5 Annual Financial Statements. Developer shall deliver the following to City within one hundred and fifty (150) days after the end of each Calendar Year: (a) a certified public accountant reviewed balance sheet for Developer as of the end of such Calendar Year and a certified public accountant reviewed statement of profit and loss for Developer and for Developer's operations in connection with the Property for such Calendar Year, together with all supporting schedules; (b) a certificate of such certified public accountant that such documents were reviewed by such certified public accountant in accordance with generally accepted accounting principles and otherwise comply with generally accepted accounting principles review requirements; and, (c) a certificate of Developer's chief financial officer that such documents: (i) were prepared in accordance with generally accepted accounting principles applied on a consistent basis or in 55A-43 accordance with such other principles or methods as are reasonably acceptable to City; (ii) fairly present Developer's financial condition; (iii) show all material liabilities, direct and contingent; and, (iv) fairly present the results of Developer's operations. Developer shall also provide the City with any other annual audit reports issued by other monitoring agencies. Developer shall include in said reports a document in the "Form of Residual Receipts Report" attached hereto as Exhibit G and incorporated herein. 15.6 Audits and Access to Records. Developer agrees that City or any of its authorized representatives shall have the right of access, upon reasonable notice and during normal business hours, to any books, documents, papers, or other records of Developer that are pertinent to this Agreement in order to make audits, examinations, abstracts, excerpts or transcripts. Developer will maintain all books and records pertaining to this Agreement for a period of not less than five (5) years after all matters pertaining to this Agreement (i.e., audit, disputes or litigation) are resolved in accordance with applicable federal or state laws, regulations or policies, and when a period of affordability or recapture applies to Developer's activities, for a period of not less than five (5) years after the affordability or recapture period ends. 15.7 Termite Inspection Report. Developer shall deliver a termite report pertaining to the Property to the City every fifth (5 h) year following the date of issuance of the Certificate of Occupancy. 16. OTHER COVENANTS While any obligation of Developer under the Inclusionary Note or Inclusionary Deed of Trust remain outstanding, the following provisions shall apply, except to the extent that City Project Manager otherwise consents in writing: 16.1 Default on Senior Loan. Developer shall not default on any of the Senior Loan Documents, provided however, that Developer shall have such period as is provided in the Senior Loan Documents during which to effectuate a cure. 16.2 Sale or Lease of Property. Unless and until Developer has received a Certificate of Completion for the construction from City, Developer shall not sell, lease (other than to tenants meeting the requirements set forth in this Agreement), sublease or otherwise transfer all or any part of the Property or any interest therein without the prior written consent of the City Project Manager, which consent may be withheld in the City Project Manager's reasonable discretion. In connection with the foregoing consent requirements, Developer acknowledges that City relied upon Developer's particular expertise in entering into this Agreement and continues to rely on such expertise to ensure the satisfactory completion of the construction. Notwithstanding anything to the contrary contained herein, a "transfer" shall not include: (i) atransfer of a General Partner's interest in Developer when made in connection with the exercise by the Developer's limited partner (the "Limited Partner") of its rights upon a default by a General Partner under the Developer's Partnership Agreement (the "Partnership Agreement") or upon a General Partner's withdrawal in violation of the Partnership Agreement, so long as the removal and substitution of the defaulting General 55A-44 Partner is made within thirty (30) days of such default or, if such removal and substitution cannot reasonably be completed within thirty (30) days, so long as the Limited Partner commences to take action to remove and substitute the General Partner within a reasonable period and thereafter diligently proceeds to complete such substitution; (ii) any transfer of the Property to one or more of the General Partners pursuant to the purchase option, as provided for in the Partnership Agreement; (iii) any transfer of the Limited Partner's interest in connection with a default by the Limited Partner under and in accordance with the Partnership Agreement; and, (iv) any sale, transfer or other disposition of the Limited Partner's interest in the Developer or of an interest in the Limited Partner. 16.3 Transfer of Developer Limited Partner's Interest. Notwithstanding anything to the contrary in this Agreement or the Loan Documents, no consent shall be required of the City (and it shall not be deemed a default or an Event of Default under any of the Loan Documents), in connection with the transfer and/or the assignment by the Developer's limited partner of its interest in the Developer to an entity controlled or managed by an entity which is related to or under common control with the Developer's limited partner. 16.4 Removal of Developer's General Partner. Notwithstanding anything to the contrary in this Agreement or the Loan Documents, the removal and/or replacement of a General Partner for cause in accordance with the Partnership Agreement shall not require the consent of the City and shall not shall not constitute a default or an Event of Default under this Agreement or the Loan Documents or accelerate the maturity of the Inclusionary Loan. If the Developer's limited partner exercises its right to remove a General Partner, City will not unreasonably withhold its consent to the substitute general partner; provided however, the consent of either the City shall not be required if the substitute general partner is an affiliate of the Developer's limited partner. The substitute general partner shall assume all of the rights and obligations of the removed general partner hereunder. 17. CERTIFICATE OF COMPLETION Upon satisfactory completion of the construction and upon the request of Developer, or at its own election, the City shall issue a Certificate of Completion. Such Certificate of Completion shall be, and shall so state, conclusive determination of satisfactory completion of the construction. If City declines to furnish a Certificate of Completion after written request from Developer, the City Project Manager shall, within thirty (30) days after receipt of the request, provide Developer with a written statement of the reasons therefore. The statement shall contain a description of the action Developer must take to obtain a Certificate of Completion. If the reason therefore is that the Developer has not completed a minor portion of the construction, City may, in its sole and absolute discretion, issue the Certificate of Completion upon the posting with City of a bond or other form of security acceptable to the City Project Manager in the amount of the fair value of the uncompleted work. A Certificate of Completion is not evidence of compliance with or satisfaction of the Inclusionary Loan Documents or any obligation of Developer to any other party whatsoever, including any holder of a mortgage or deed of trust. A Certificate of 55A-45 Completion is not "notice of completion" referred to in Section 3093 of the California Civil Code. 18. INDEMNIEICATION 18.1 Nonliability of City. Developer acknowledges and agrees that: (a) The relationship between Developer and the City is and shall remain solely that of Developer and lender. City neither undertakes nor assumes any responsibility to review, inspect, supervise, approve (other than for aesthetics) or inform Developer of any matter in connection with the construction, including matters relating to: (i) the performance of the construction work; (ii) architects, contractors, subcontractors and materialmen, or the workmanship of or materials used by any of them; or, (iii) the progress of the construction; and Developer shall rely entirely on its own judgment with respect to such matters and acknowledges that any review, inspection, supervision, approval or information supplied to Developer by City in connection with such matters is solely for the protection of City, and that neither Developer nor any third party is entitled to rely on it; (b) Notwithstanding any other provision of any Loan Document: (i) the City is not a partner, joint venture, alter -ego, manager, controlling person or other business associate or participant of any kind of Developer, and City does not intend to ever assume any such status; (ii) City's activities in connection with the Loan shall not be "outside the scope of the activities of a lender of money" within the meaning of California Civil Code Section 3434, as modified or recodified from time to time, and City does not intend to ever assume any responsibility to any person for the quality or safety of the Property; and, (iii) City shall not be deemed responsible for or a participant in any acts, omissions or decisions of Developer; (c) City shall not be directly or indirectly liable or responsible for any loss or injury of any kind to any person or property resulting from any construction on, or occupancy or use of, the Property, whether arising from: (i) any defect in any building, grading, landscaping or other onsite or offsite improvement; (ii) any act or omission of Developer or any of Developer's agents, employees, independent contractors, licensees or invitees; or (iii) any accident on the Property or any fire or other casualty or hazard thereon; and, (d) By accepting or approving anything required to be performed or given to City under the Loan Documents, including any certificate, financial statement, survey, appraisal or insurance policy, City shall not be deemed to have warranted or represented the sufficiency or legal effect of the same, and no such acceptance or approval shall constitute a warranty or representation by City to anyone. 18.2 Indemnity. Developer shall defend (by counsel reasonably satisfactory to City), indemnify and save and hold harmless the Indemnitees from and against all claims, damages, demands, actions, losses, liabilities, costs and expenses (including, without limitation, reasonable attorneys' fees and court costs) arising from or relating to: (i) this Agreement; (ii) the making of the Loan(s); (iii) a claim, demand or cause of action that any person has or asserts against Developer; (iv) any act or omission of Developer, any 55A-46 contractor, subcontractor or material supplier, engineer, architect or other person with respect to the Property; or, (vi) the ownership, occupancy or use of the Property. Notwithstanding the foregoing, Developer shall not be obligated to indemnify City with respect to the consequences of any act of gross negligence or willful misconduct of City. Developer's obligations under this Section shall survive the cancellation of the Inclusionary Promissory Note, release and reconveyance of the Inclusionary Deed of Trust, issuance of the Certificate of Completion, and termination of this Agreement. 18.2.1 Notwithstanding the foregoing, neither Developer, nor any of its partners nor their respective directors, officers or employees, shall be personally liable for any indemnification obligation hereunder that would result as the repayment of principal and/or interest under the Loan. 18.3 Reimbursement of City. Developer shall reimburse City immediately upon written demand for all costs reasonably incurred by City (including the reasonable fees and expenses of attorneys, accountants, appraisers and other consultants, whether the same are independent contractors or employees of City) in connection with the enforcement of the Loan Documents and all related matters, including all claims, demands, causes of action, liabilities, losses, commissions and other costs against which City is indemnified under the Loan Documents. Such reimbursement obligations shall bear interest from the date occurring sixty (60) days after City gives written demand to Developer and shall be secured by the hiclusionary Deed of Trust. Such reimbursement obligations shall survive the cancellation of the Loan Note, release and reconveyance of the Inclusionary Deed of Trust, issuance of a Certificate of Completion, and termination of this Agreement. Developer shall not be obligated to reimburse City for any expenses related to the conduct of any periodic inspections carried out by the City, its personnel or its agents. 19. INSURANCE, CASUALTY AND CONDEMNATION 19.1 Policies Required. While any obligation of Developer under the Loan Documents remains outstanding, Developer shall maintain at Developer's sole expense, with insurers either: (i) admitted in California; or, (ii) are not admitted to California but have an A.M. Best Rating of "A" or above and reasonably approved by the City, the following policies of insurance in form and substance reasonably satisfactory to the City Attorney: (a) worker's compensation insurance and any other insurance required by law in connection with the construction; (b) prior to commencement and following completion of the construction, fire and hazard "all risk" insurance covering 100% of the replacement cost of the Improvements in the event of fire, lightning, windstorm, vandalism, malicious mischief and all other risks normally covered by "all risk" coverage policies in the area where the Property is located (including loss by flood if the Property is in an area designated as subject to the danger of flood); 55A-47 (c) upon commencement of the construction and at all times prior to completion of the construction, builder's risk -all risk insurance covering 100% of the replacement cost of all Improvements (including offsite materials) during the course of construction in the event of fire, lightning, windstorm, vandalism, earthquake, malicious mischief and all other risks normally covered by "all risk" coverage policies in the area where the Property is located (including loss by flood if the Property is in an area designated as subject to the danger of flood); (d) public liability insurance in amounts reasonably required by City from time to time, and in no event less than $1,000,000 for "single occurrence;" (e) property damage insurance in amounts reasonably required by the City from time to time, and in no event less than $1,000,000; and (f) any other insurance reasonably required by City that is available at commercially reasonable rates. All such insurance shall provide that it may not be canceled or materially modified without thirty (30) days prior written notice to City. The policies required under subparagraphs (b) and (c) shall include a "lender's loss payable endorsement" in form and substance satisfactory to City, showing the City as encumbrance. The City shall be named as an additional insured in the policies required under subparagraphs (d) and (e). Certificates of insurance for the above policies (and/or original policies, if required by City) shall be primary and delivered within ten (10) days after demand therefore, and prior to start of any construction work. All policies insuring against damage to the Improvements shall contain an agreed value clause sufficient to eliminate any risk of co-insurance. No less than thirty (30) days prior to the expiration of each policy, Developer shall deliver to City evidence of renewal or replacement of such policy reasonably satisfactory to the City Attorney. 19.2 City Attorney May Modify. The City Attorney may modify the type and amounts of insurance required pursuant to this Section. 19.3 Claims and Proceedings. Developer shall give City immediate notice of any material casualty to any portion of the Property, whether or not covered by insurance, and of the initiation or threatened initiation of any proceeding for the condemnation or other taking for public or quasi -public use of any portion of the Property (collectively, "Condemnation"), and shall provide City with copies of all documents which pertain to any such casualty or Condemnation. Developer shall take all action reasonably required by City in connection therewith to protect the interests of Developer and/or City, and City shall be entitled (without regard to the adequacy of its security) to participate in any action, claim, adjustment or proceeding and to be represented therein by counsel of its choice. Developer shall not settle, adjust, or compromise any claim, action, adjustment or proceeding without prior written approval, which approval shall not be unreasonably withheld or delayed. 19.4 Delivery of Proceeds to City. In the event that, notwithstanding the "lender's loss payable endorsement" requirement set forth above, the proceeds of any 55A-48 casualty insurance policy described herein are paid to Developer, Developer shall, subject to any superior rights of the Senior Lender, deliver such proceeds to the City immediately upon receipt. 19.5 Application of Casualty Insurance Proceeds. Any proceeds collected (the "Proceeds") under any casualty insurance policy described in this Agreement shall be disbursed to Developer as provided below, but only upon fulfillment of each of the following conditions (the "Restoration Conditions") within ninety (90) days (unless extended by mutual agreement of Developer and City) following the occurrence of the receipt of the Proceeds: (a) Developer shall demonstrate to City's reasonable satisfaction that the Proceeds (together with amounts deposited by Developer pursuant to subparagraph (b) and any undisbursed loan and tax credit proceeds available to the Developer) will be adequate to repair the Improvements and to restore the fair market value of the Property, within a time period reasonably determined by City, to at least the value it had immediately prior to sustaining the damage. Such demonstration shall include delivery to City of: (i) plans and specifications reasonably satisfactory to City; and, (ii) a construction contract in form and content, and with a contractor, reasonably satisfactory to City; (b) To the extent that the Proceeds (together with all undisbursed Loan Proceeds and any other financing proceeds available to the Developer) are insufficient to accomplish the restoration required above, Developer shall deliver to City funds (the "Shortfall Funds") in the amount of such shortfall, which funds shall be assigned to City as security for Developer's obligation hereunder and held and disbursed in the same manner as the Proceeds; (c) Developer shall execute such documents as City reasonably requires to evidence and secure Developer's obligation to use all amounts disbursed for the diligent restoration of the Property; and, (d) No Event of Default shall remain uncured. 19.6 Method of Disbursement and Undisbursed Funds. Any Proceeds and Shortfall Funds to be disbursed to Developer shall be held by the Senior Lender if a Senior Loan is outstanding, and disbursed in accordance with the Senior Loan Documents or, if no Senior Loan, then held by the City and disbursed in accordance with the City's then customary disbursement procedures and related provisions. Any amounts remaining undisbursed following completion of such restoration shall be returned to Developer up to the amount of any Shortfall Funds deposited by Developer, and any other amounts remaining shall either be paid to Developer or applied by the Senior Lender, or the City in the absence of a Senior Loan, as the case may be against any obligations that are secured by a lien on the Property, as they elect in their sole and absolute discretion. 19.7 Failure to Satisfy Conditions. In the event that Developer fails to fulfill the Restoration Conditions within one hundred and eighty (180) days (unless extended pursuant to Section 19.5) following the date Proceeds are received, the Proceeds shall be applied by City against any obligations to City that are secured by a lien on the Property, 55A-49 and the selection of which such obligations to apply the Proceeds against shall be made by City in its sole and absolute discretion. 19.8 Restoration. Nothing in this Section 19 shall be construed to excuse Developer from repairing and restoring all damage to the Property in accordance with other Loan Document provisions, regardless of whether insurance proceeds are available or sufficient. 19.9 Condemnation; Treatment of Compensation. Subject to any superior rights of Senior Lender, Developer hereby assigns to the City, as security for all obligations to City secured by a lien on the Property, all amounts payable to Developer in connection with any Condemnation, and any proceeds of any related settlement (collectively, "Compensation"). Subject to any superior rights of Senior Lender, Developer shall deliver such remaining Compensation to City immediately upon receipt. If the taking results in a loss of the Property to an extent that, in the reasonable opinion of City, renders or is likely to render the Property not economically viable or if, in City's reasonable judgment Developer's security is otherwise impaired, City may apply the Compensation received due to judgment or settlement in connection with any condemnation or other taking to reduce the unpaid obligations secured in such order as City may determine, and without any adjustment in the amount or due dates of payments due under the Note. If so applied, any award in excess of the unpaid balance of the Note and other sums due to City shall be paid to Developer or Developer's assignee. City shall have no obligation to take any action in connection with any actual or threatened condemnation or other proceeding. 19.9.1 Notwithstanding the foregoing, as long as the value of City's liens are not impaired, any condemnation proceeds may be used by the Developer for repair and/or restoration of the Project. 19.9.2 Notwithstanding the foregoing, during the tax credit compliance period for the Project, as determined under Section 42 of the Internal Revenue Code, any condemnation proceeds may be used by the Developer for repair and/or restoration of the Proj ect. 19.10 Waiver of Subrogation. Developer hereby waives all rights to recover against the City (or any officer, employee, agent or representative of City) for any loss incurred by Developer from any cause insured against or required by any Loan Document, to be insured against; provided, however, that this waiver of subrogation shall not be effective with respect to any insurance policy if the coverage thereunder would be materially reduced or impaired as a result. Developer shall use its best efforts to obtain only policies that permit the foregoing waiver of subrogation. 20. DEFAULTS AND REMEDIES 20.1 Events of Default. The occurrence of any of the following, whatever the reason therefore which is not cured, shall constitute an Event of Default by Developer: (a) Developer fails to make any payment of principal or interest under the Inclusionary Promissory Note when due, and such failure is not cured within ten 55A-50 (10) Business Days after Developer's receipt of written notice that such payment was not received when due; (b) Developer fails to perform any other obligation for the payment of money under any Loan Document, and such failure is not cured within ten (10) Business Days after Developer's receipt of written notice that such obligation was not performed when due; (c) Developer fails to perform any obligation (other than the obligations described in subparagraphs (a) and (b) above) under any Loan Document, and such failure is not cured within thirty (30) days after Developer's receipt of written notice that such obligation was not performed; provided that, if cure cannot reasonably be effected within such thirty (30)-day period, such failure shall not be an Event of Default so long as Developer (in any event, within ten (10) Business Days after receipt of such notice) commences to cure, and thereafter diligently (in any event within ninety (90) days after receipt of such notice) prosecutes such cure to completion; (d) Any representation or warranty in any Loan Document proves to have been incorrect in any material respect when made; (e) The Property is materially damaged or destroyed by fire or other casualty unless Developer fulfills the Restoration Conditions set forth in the insurance provisions of this Agreement within one hundred eighty (180) days (unless extended pursuant to Section 19.5) and thereafter diligently restores the Property in accordance with this Agreement; (f) Work on the construction ceases for thirty (30) consecutive days for any reason (other than governmental orders, decrees or regulations, acts of God or any other deity, strikes or other causes beyond Developer's reasonable control); (g) Developer is enjoined or otherwise prohibited by any Governmental Authority from constructing and/or occupying the Improvements and such injunction or prohibition continues unstayed for sixty (60) days or more for any reason; (h) Developer is dissolved, liquidated or terminated, or all or substantially all of the assets of Developer are sold or otherwise transferred without the City Project Manager's prior written consent; 0 Developer is the subject of an order for relief by a bankruptcy court, or is unable or admits its inability to pay its debts as they mature, or makes an assignment for the benefit of creditors; or Developer applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or any part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of Developer and the appointment continues undischarged or unstayed for ninety (90) days; or Developer institutes or consents to any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, dissolution, custodianship, conservatorship, liquidation, construction or similar proceeding relating to it or any part of 55A-51 its property; or any similar proceeding is instituted without the consent of Developer and continues undismissed or unstayed for ninety (90) days; or any judgment, writ, warrant of attachment or execution, or similar process is issued or levied against any property of Developer and is not released, vacated or fully bonded within ninety (90) days after its issue or levy; or 0) (i) any of the Senior Loan Documents is revoked or terminated, in whole or in part and for any reason (except due to repayment of such loans), without the City Project Manager's prior written consent, or (ii) Developer defaults or otherwise fails to perform any of its duties or obligations under or in connection with any of the Senior Loan Documents, subject to all applicable notice and cure periods, or (iii) any of the Senior Loan Documents is amended, supplemented or otherwise modified without City's prior written consent, which consent shall not be unreasonably withheld. Notwithstanding anything to the contrary contained herein, City hereby agrees that any cure of any default made or tendered under this Agreement or under the other Inclusionary Loan Documents by Developer's Limited Partner shall be deemed to be a cure by Developer and shall be accepted or rejected on the same basis as if made or tendered by Developer. 20.2 Remedies Upon Default. Upon the occurrence of any Event of Default, City may, at its option and in its absolute discretion, do any or all of the following: (a) By written notice to Developer, declare the principal of all amounts owing under the Loan Documents, together with all accrued interest and other amounts owing in connection therewith, to be immediately due and payable, regardless of any other specified due date; provided that any Event of Default described in Section 20.1 (e) shall automatically, without notice or other action on City's part, cause all such amounts to be immediately due and payable; (b) In its own right or by a court -appointed receiver, take possession of the Property, enter into contracts for and otherwise proceed with the completion of the construction by expenditure of its own funds; (c) Exercise any of its rights under the Loan Documents and any rights provided by law, including, without limitation, the right to seek specific performance and the right to foreclose on any security and exercise any other rights with respect to any security, all in such order and manner as City elects in its sole and absolute discretion; and, (d) Suspend or terminate the award of City funds if Developer fails to comply with any term of such award. 20.3 Cumulative Remedies: No Waiver. City's rights and remedies under the Loan Documents are cumulative and in addition to all rights and remedies provided by law. The exercise by City of any right or remedy shall not constitute a cure or waiver of any default, nor invalidate any notice of default or any act done pursuant to any such notice, nor prejudice the City in the exercise of any other right or remedy. No waiver of any default shall be implied from any omission by City to take action on account of such default if 55A-52 such default persists or is repeated. No waiver of any default shall affect any default other than the default expressly waived, and any such waiver shall be operative only for the time and to the extent stated. No waiver of any provision of any Loan Document shall be construed as a waiver of any subsequent breach of the same provision. City's consent to or approval of any act by Developer requiring further consent or approval shall not be deemed to waive or render unnecessary City's consent to or approval of any subsequent act. The City's acceptance of the late performance of any obligation shall not constitute a waiver by City of the right to require prompt performance of all further obligations; City's acceptance of any performance following the sending or filing of any notice of default shall not constitute a waiver of either party's right to proceed with the exercise of its remedies for any unfulfilled obligations; and City's acceptance of any partial performance shall not constitute a waiver by City of any rights. 21. MISCELLANEOUS 21.1 Obligations Unconditional and Independent. Notwithstanding the existence at any time of any obligation or liability of City to Developer, or any other claim by developer against City, in connection with the Loan or otherwise, Developer hereby waives any right it might otherwise have: (a) to offset any such obligation, liability or claim against Developer's obligations under the Loan Documents; or, (b) to claim that the existence of any such outstanding obligation, liability or claim excuses the nonperformance by Developer of any of its obligations under the Loan Documents. 21.2 Notices. All notices, demands, approvals and other communications provided for in the Loan Documents shall be in writing and be delivered to the appropriate party by personal service or U.S. mail at its address as follows: If to Developer: Legacy Square, L.P. c/o National Community Renaissance of California 9421 Haven Avenue Rancho Cucamonga, CA Attention: Legal Counsel With a copy to: Klein Hornig LLP 1325 G Street NW, Suite 700 Washington, DC 20005 Attention: Chris Hornig With a copy to: Mercy House CHDO, Inc. 807 North Garfield Santa Ana, CA 92701 Attn: Larry Haynes With a copy to: Banc of America CDC Special Holding Company, Inc. MA1-225-02-02 225 Franklin Street Boston, MA 02110 55A-53 With a copy to: Buchalter, A Professional Corporation 1000 Wilshire Boulevard Suite 1500 Los Angeles, CA 90017-1730 Attn: Michael Williamson (Ref. B0965-0521) If to City: Community Development Agency of the City of Santa Ana Housing Manager 20 Civic Center Plaza (M-26) P.O. Box 1988 Santa Ana, California 92702 With a copy to: Office of the City Attorney City of Santa Ana 20 Civic Center Plaza, 7th Floor (M-29) Santa Ana, California 92702 Addresses for notice may be changed as required by written notice to all other parties. All notices personally served shall be effective when actually received. All notices mailed shall be effective three (3) days after deposit in the U.S. Mail, postage prepaid. The foregoing notwithstanding, the non -receipt of any notice as the result of a change of address of which the sending parry was not notified or as the result of a refusal to accept delivery shall be deemed receipt of such notice. 21.3 Survival of Representations and Warranties. All representations and warranties in the Loan Documents shall survive the making of the Loan(s) described herein and have been or will be relied on by City notwithstanding any investigation made by either party- 21.4 No Third Parties Benefited. This Agreement is made for the purpose of setting forth rights and obligations of Developer and the City, and no other person shall have any rights hereunder or by reason hereof. 21.5 Binding Effect; Assienment of Obligations. This Agreement shall bind, and shall inure to the benefit of, Developer and City and their respective successors and assigns. Other than as expressly provided to the contrary in this Agreement, Developer shall not assign any of its rights or obligations under any Loan Document without the prior written consent of City, which consent may be withheld in City's sole and absolute discretion. Any such assignment without such consent shall, at City's option, be void. 21.6 Prior Agreements; Amendments; Consents. This Agreement (together with all other Loan Documents) contains the entire agreement between the City and Developer with respect to the Loan and the Property, and all prior negotiations, understandings and agreements are superseded by this Agreement and such other Loan Documents. No modification of any Loan Document (including waivers of rights and conditions) shall be effective unless in writing and signed by the party against whom enforcement of such modification is sought, and then only in the specific instance and for the specific purpose given. 55A-54 21.7 Governing Law. All of the Loan Documents shall be governed by, and construed and enforced in accordance with, the laws of the State of California and Federal law, whichever is more stringent. Developer irrevocably and unconditionally submits to the jurisdiction of the Superior Court of the State of California for the County of Orange or the United States District Court of the Central District of California, as City may deem appropriate, in connection with any legal action or proceeding arising out of or relating to this Agreement or the Loan Documents. Assuming proper service of process, Developer also waives any objection regarding personal or in rem jurisdiction or venue. 21.8 Severability of Provisions. No provision of any Loan Document that is held to be unenforceable or invalid shall affect the remaining provisions, and to this end all provisions of the Loan Documents are hereby declared to be severable. 21.9 Headings. Article and section headings are included in the Loan Documents for convenience of reference only and shall not be used in construing the Loan Documents. 21.10 Conflicts. In the event of any conflict between the provisions of this Agreement and those of any other Loan Document, this Agreement, unless otherwise expressly provided, shall prevail; provided however that, with respect to any matter addressed in both such documents, the fact that one document provides for greater, lesser or different rights or obligations than the other shall not be deemed a conflict unless the applicable provisions are inconsistent and could not be simultaneously enforced or performed. 21.11 Time of the Essence. Time is of the essence under this Agreement and in the performance of every term, covenant, and obligation contained herein. 21.12 Conflict of Interest. No member, official or employee of the City shall have any direct or indirect interest in this Agreement, nor participate in any decision relating to the Agreement which is prohibited by law. 21.13 Warranty Against Payment of Consideration. Developer warrants that it has not paid or given, and will not pay or give, any third person any money or other consideration for obtaining this Agreement. 21.14 [RESERVED] 21.15 Plans and Data. Where Developer does not proceed with the work and construction of the Project, and when this Agreement is terminated with respect thereto for any reason, Developer shall deliver to City any and all plans and data concerning the Property, and City or any person or entity designated by City shall have the right to use such plans and data without compensation to Developer. Such right of City shall be subject to any right of the preparer of the plans to their use. 21.16 Authority to Enter Agreement. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties 55A-55 to each of the terms of this Agreement, and shall indemnify the City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. 55A-56 IN WITNESS WHEREOF, the parties hereto have caused this Loan Agreement to be executed on the date set forth at the beginning of this Agreement. ATTEST: Norma Mitre Acting Clerk of the Council APPROVED AS TO FORM Sonia R. Carvalho City Attorney By: Ry O. odge Assistan City Attorney It7OEOMuILIa0III]a00]:7_\UU:Z6]M%\ Steven A. Mendoza Executive Director Community Development Agency CITY OF SANTA ANA Steven A. Mendoza Acting City Manager {Signatures continue on following page) 55A-57 EXHIBIT 5 IN WITNESS WHEREOF, the parties hereto have caused this Loan Agreement to be executed on the date set forth at the beginning of this Agreement. ATTEST: Norma Mitre Acting Clerk of the Council APPROVED AS TO FORM Sonia R. Carvalho City Attorney By: Ryan O. Hodge Assistant City Attorney RECOMMENDED FOR APPROVAL Steven A. Mendoza Executive Director Community Development Agency CITY OF SANTA ANA Steven A. Mendoza Acting City Manager (Signatures eoniinue on following page) V= YZ� t �� 55A-58 EXHIBITS A. Legal Description B. Affordability Restrictions on Transfer of Property C. Inclusionary Deed of Trust D. Inclusionary Promissory Note E. Project Budget F. Scope of Work / Schedule of Performance G. Form of Residual Receipts Report 55A-59 Exhibit A: Legal Description 55A-60 10:1:111.11/9 LEGAL DESCRIPTION THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF SANTA ANA IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: PARCEL A: ALL THOSE PORTIONS OF LOTS 4 AND 5 OF THE THOMAS ADDITION TO SANTA ANA, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA. AS PER MAP RECORDED IN BOOK 19. PAGE 17 OF MISCELLANEOUS RECORDS OF LOS ANGELES COUNTY, CALIFORNIA- DESCRIBED AS FOLLOWS: BEGINNING AT THE CENTER LINE INTERSECTION OF STAFFORD STREET AND FRENCH STREET AS SHOWN ON A MAP OF THE FRUIT ADDITION TO SANTA ANA EAST, IN THE CITY OF SANTA ANA, RECORDED IN BOOK 5. PAGE 186, MISCELLANEOUS RECORDS OF LOS ANGELES COUNTY, CALIFORNIA; THENCE ALONG SAID CENTER LINE OF FRENCH STREET SOUTH 000 15' 06" WEST A DISTANCE OF 99.95 FEET; THENCE NORTH 890 44' 94" WEST A DISTANCE OF 30.00 FEET TO THE INTERSECTION OF THE WEST LINE OF FRENCH STREET WITH A LINE PARALLEL WITH AND DISTANT 15.00 FEET SOUTHERLY, MEASURED AT RIGHT ANGLES, FROM THE NORTH LINE OF SAID LOT 5, BEING THE TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING ALONG SAID PARALLEL LINE NORTH 890 44' 54" WEST A DISTANCE OF 91.29 FEET; THENCE NORTH 630 48' 21" FAST A DISTANCE OF 61.60 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHWESTERLY HAVING A RADIUS OF 25.00 FEET: THENCE SOUTHEASTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE 1160 26' 45" AN ARC DISTANCE OF 50.81 FEET TO A TANGENT LINE, BEING SAID WEST LINE OF FRENCH STREET; THENCE ALONG SAID WEST LINE, SOUTH 00° 15' 06" WEST, A DISTANCE OF 5.05 FEET TO THE TO THE TRUE POINT OF BEGBTNING. PARCEL B THE SOUTH 35 FEET OF LOT 5 AND THE NORTH 20 FEET OF LOT 8 OF THE THOMAS ADDITION TO SANTA ANA, IN THE CITY OF SANTA ANA. COL NTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 19. PAGE 17 OF MISCELLANEOUS RECORDS OF LOS ANGELES COUNTY. CALIFORNLA. EXCEPT THEREFROM THAT PORTION OF SAID LOT 5 DESCRIBED IN THE DEED TO THE CITY OF SANTA ANA, A MUNICIPAL CORPORATION. RECORDED FEBRUARY 25, 1974 IN BOOK 11081. PAGE 466 OF OFFICIAL RECORDS OF ORANGE COUNTY. CALIFORNIA. 19611ZYo11[el THE SOUTH 30 FEET OF LOT 8 AND THE NORTH 20 FEET OF LOT 9 OF THOMAS' ADDITION TO SANTA ANA, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE. STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 19. PAGE 17 OF MISCELLANEOUS RECORDS OF LOS ANGELES COUNTY, CALIFORNIA. 55A-61 PARCEL D: THE NORTH 20 FEET OF LOT 12 AND THE SOUTH 30 FEET OF LOT 9 OF THE THOMAS ADDITION TO SANTA ANA, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE. STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 19. PAGE 17 OF MISCELLANEOUS RECORDS OF LOS ANGELES COUNTY, CALIFORNIA. Iml-l[f1omm LOT I I AND THE SOUTH 14 FEET OF LOT 10 OF THE THOMAS ADDITION TO SANTA ANA, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 19, PAGE 17 OF MISCELLANEOUS RECORDS OF LOS ANGELES COUNTY, CALIFORNIA. PARCEL F THOSE PORTIONS OF LOTS 12 AND 13 OF THOMAS' ADDITION TO SANTA ANA, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 19, PAGE 17 OF MISCELLANEOUS RECORDS OF LOS ANGELES COUNTY, CALIFORNIA, BOUNDED AND DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE EASTERLY LINE OF SAID LOT 13, DISTANT THEREON 15 FEET NORTH OF THE SOUTHEAST CORNER OF SAID LOT 13. AND RUNNING THENCE NORTHERLY ALONG THE EASTERLY LINE OF SAID LOTS 13 AND 12. A DISTANCE OF 65 FEET: THENCE WESTERLY, PARALLEL WITH THE SOUTHERLY LINE OF SAID LOT 12. 125 FEET TO THE WESTERLY LINE OF SAID LOT 12; THENCE SOUTHERLY ALONG THE WESTERLY LINE OF SAID LOTS 12 AND 13. 65 FEET THENCE EASTERLY 125 FEET TO THE POINT OF BEGINNING. PARCEL Cr THAT PORTION OF LOTS 13, 18 AND 19 OF THOMAS' ADDITION TO SANTA ANA. IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 19. PAGE 17 OF MISCELLANEOUS RECORDS OF LOS ANGELES COUNTY, CALIFORNIA, BOUNDED AND DESCRIBED AS FOLLOWS: BEGINNING AT A POINT 85 FEET NORTH OF THE SOUTHEAST CORNER OF SAID LOT 19 THENCE NORTH 55 FEET; THENCE WEST 125 FEET THENCE SOUTH 55 FEET; 0m1.10HimaM691aW1Y.7:IIXIIY07IIIIaII]IaIIre] W.)K411IL1z1IU" IMA ZY:III:II LOTS 14. 15, 16 AND 17 AND THE SOUTH 85 FEET OF LOTS 18 AND 19 OF THOMAS' ADDITION TO SANTA ANA, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE. STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 19. PAGE 17 OF MISCELLANEOUS RECORDS OF LOS ANGELES COUNTY, CALIFORNLS. EXCEPTING THEREFROM THE NORTH 40 FEET OF THE EAST 25 FEET OF SAID LOT 17 APN(s): 398-236-03, 398-236-04 55A-62 IWN:11:31167 Exhibit Be. Affordability Restrictions on Transfer of Property 55A-63 FREE RECORDING REQUESTED PURSUANT TO GOVERNMENT CODE SECTION 6103 & 27383 When Recorded Mail to: City of Santa Ana Clerk of the Council 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, California 92702 Attention: Clerk of the Council AFFORDABILITY RESTRICTIONS ON TRANSFER OF PROPERTY {Address: 609 N. Spurgeon St., Santa Ana, California) THESE AFFORDABILITY RESTRICTIONS ON TRANSFER OF PROPERTY (the "Restrictions") are entered into by and between Legacy Square, L.P., a California limited partnership ("Developer") and the City of Santa Ana, a charter city and municipal corporation ("City"). RECITALS: A. The City's Housing Opportunity Ordinance ("Ordinance") was originally adopted by the City Council on November 28, 2011 (Ordinance No. NS-2825), and is codified in Article XVIILI of the Santa Ana Municipal Code ("SAMC"). The Ordinance was amended by the City Council on September 1, 2015 (Ordinance No. NS-2881), and on October 6, 2015 (Ordinance No. NS-2885). The Ordinance established standards and procedures to encourage the development of housing that is affordable to a range of households with varying income levels. Pursuant to SAMC section 41-1904(c), developers may pay an in -lieu fee in certain instances to satisfy the inclusionary requirements. These fimds are deposited into the hiclusionary Housing Fund, as defined by SAMC section 41-1901, and are to be used to increase and improve the supply of affordable housing per SAMC section 41-1909. B. Developer, acting by and through its representative and agent, National Community Renaissance of California, a California public benefit corporation ("NCRC"), requested financial assistance in connection with the proposed acquisition, development, construction, ownership, occupancy, and operation of a ninety-three (93) unit affordable housing complex ("Project") to be located at 609 N. Spurgeon St., Santa Ana, California (to be re -designated as 301 East Santa Ana Boulevard), and legally described within Exhibit A of the Inclusionary Loan Agreement hereto and incorporated herein ("Property"). By voluntary decision of the Developer (but subject to restrictions set forth below), at least forty-four (44) of the units will be affordable to family households earning no more than 30% of the Area Median Income ("AMI") and of those units thirty-three (33) will be reserved as permanent supportive housing ("PSH"); thirty-one (31) of the 1076\53\1379664.2 units affordable to family households earning no more than 50% of the AMI; seventeen (17) of the units affordable to family households earning no more than 60% of the AMI; and one (1) manager's unit. The Project unit mix adopted voluntarily by the Developer consists of: PSH - 30% AMI 30% AMI 50% AMI 60% AMI Total 1-bedroom 30 30 2-bedroom 3 6 18 11 38 3-bedroom 5 13 6 24 2-bedroom Manager 1 Total 33 11 31 17 93 Mercy House Living Centers ("Mercy House") will manage onsite residential services coordination for all households. C. The City and the Housing Authority ofthe City of Santa Ana ("Housing Authority") reviewed Developer's request for assistance and at the City Council/Housing Authority meeting on January 15, 2019, the City Council authorized and approved issuance of a conditional, pre - commitment letter evidencing the preliminary award of $3,170,547 of fends to the Project ("Inclusionary Loan"), to be funded exclusively from the Inclusionary Housing Fund. D. The amount of the Inclusionary Loan was determined based upon the City's review of the Developer's request for the receipt of the Inclusionary Loan and the development proforma and projected cash flows for the Project submitted by the Developer to the City as of January 15, 2019 ("Proforma"). The City Manager has authority to approve revised development proformas and projected cash flows for the Project; provided, however, that the Inclusionary Loan is not materially increased or extended. E. In furtherance of the Inclusionary Housing Program, Developer has applied to the City for a loan with which to: 1. Acquire, develop and construct the project, and 2. Thereafter to maintain, operate and professionally manage the Project as decent, safe, sanitary and affordable rental housing. F. The City, on certain terms and conditions, desires to make such Inclusionary Loan to Developer in order to make possible the acquisition, development, construction, ownership, maintenance and operation of the Project, thereby expanding the supply of decent, safe, sanitary and affordable housing within the City. G. If there is any inconsistency between State, and local guidelines with regard to any of the terms and conditions contained herein, the more stringent shall apply. 2 55A-65 H. The Inclusionary Loan Agreement, Inclusionary Deed of Trust, Inclusionary Promissory Note and these Restrictions, dated concurrently herewith (collectively the "Inclusionary Loan Documents") are entered into for the purpose of providing for affordable residential rental units in the City of Santa Ana pursuant to the Inclusionary Housing Fund regulations and guidance. NOW, THEREFORE, for and in consideration of the mutual covenants and agreements herein contained, City and Developer agree as follows: 1. Definitions: "Affordable Housing" means housing in which households whose incomes qualify them as Extremely Low, Very Low or Low Income, pay Affordable Rents. "Affordable Rent" means the monthly rents which do not exceed the maximum amount applicable to Extremely Low, Very Low and Low Income households, as promulgated by the California Tax Credit Allocation Committee (TCAC), or by the State of California, as applicable. "Agency" means the Housing Authority of the City of Santa Ana, acting as the Housing Successor Agency, a public body, corporate and politic, exercising governmental functions and powers, and organized and existing under the CRL. The principal office of the Agency is located at 20 Civic Center Plaza, Santa Ana, California 92702. "Agency" shall also refer to the City where the context dictates, to the effect that City shall have all rights granted to the Agency hereunder. "Agreement" means the Loan Agreement by and between the City and Developer for Inclusionary Housing Funds. "Applicable Law" shall mean those federal, state and local laws, ordinances, regulations, policies and procedures applicable to the Inclusionary Housing Funds. "Building Permit" means the building permit(s) issued by the City of Santa Ana and required for the construction. "Business Day" means any Monday, Tuesday, Wednesday, Thursday or Friday on which Santa Ana City Hall is open to the public for the conduct of City affairs. "Calendar Year" means each consecutive twelve (12) month period from January 1 to December 31. "Certificate of Completion" has the meaning set forth in Article 17 of the Agreement. "City" means the City of Santa Ana, California, a charter city and municipal corporation. "City" shall also refer to the Agency where the context dictates, to the effect that the Agency shall have all the rights granted to the City hereunder. "City Project Manager" shall mean the City's Housing Manager and/or his/her designee. 3 55A-66 "County" means the County of Orange, California. "Developer" means Legacy Square L.P., a California limited partnership. "Event of Default" has the meaning set forth in Section 20.1 of the Agreement. "Extremely Low Income" means an adjusted income which does not exceed thirty percent (30%) of the Median Income for the Area, adjusted for household size, as published by the U.S. Department of Housing and Urban Development. "Governmental Authority" means any governmental or quasi -governmental agency, board, bureau, commission, department, court, administrative tribunal or other instrumentality or authority, and any public utility. "Housing Authority" means the Housing Authority of the City of Santa Ana (CA093), a public body, corporate and politic. "HUD" means the United States (U.S.) Department of Housing and Urban Development, and any successors or assigns thereof. "Improvements" means all improvements and fixtures now and hereafter comprising any portion of the Property, including, without limitation, landscaping, trees and plant materials; and offsite improvements, as required through the City of Santa Ana Planning and Building Agency entitlement process. "Inclusionary Deed of Trust" means the deed of trust encumbering the Property, in the form attached hereto as Exhibit C, to be executed by Developer pursuant to Section 5.13.1 in order to secure the Inclusionary Loan Note. "Inclusionary Loan" or "Inclusionary City Load' means a loan in the original principal amount of up to three -million, one -hundred seventy thousand five hundred forty-seven dollars ($3,170,547) to be made to Developer by the City to be funded exclusively from the Inclusionary Housing Fund. "Inclusionary Promissory Note" means that certain promissory note for Inclusionary Loan funds in the original principal amount of $3,170,547 in the form attached hereto as Exhibit D, and to be executed by Developer in favor of City to evidence the obligation of Developer to repay the Inclusionary Loan through residual receipts as further described in the Inclusionary Promissory Note. "Laws" means all statutes, laws, ordinances, regulations, orders, writs, judgments, injunctions, decrees or awards of the United States or any state, county, municipality or other Governmental Authority. 4 55A-67 "Lien" means any lien, mortgage, pledge, security interest, charge or encumbrance of any kind, including any conditional sale or other title retention agreement, any lease in the nature thereof, and any agreement to give any lien or security interest. "Loan Documents" or "Inclusionary Loan Documents" means, collectively, the Agreement, the Inclusionary Promissory Note, the Inclusionary Deed of Trust, and these Restrictions, and any other agreement, document, or instrument that the City reasonably requires in connection with the execution of these Restrictions or from time to time to effectuate the purposes of these Restrictions. "Low Income" means an adjusted income which does not exceed eighty percent (80%) of the Median Income for the Area, adjusted for household size, as published by the U.S. Department of Housing and Urban Development (HUD). "Median Income for the Area" means the median income for Orange County, California PMSA as most recently determined by HUD. Also may be referred to interchangeably in the Inclusionary Loan Documents as "Area Median Income" or "AMP'. "Project" means the construction of the Improvements upon the Property by Developer pursuant to the Agreement. "Property" means the property that is to be located at 301 East Santa Ana Boulevard in the City of Santa Ana, and as more fully described in the "Legal Description" of the Property attached as Exhibit A to the Agreement. "Restricted Units" means the forty-five (45) "Housing Units" at the Project that shall be operated as Affordable Housing for the Tenn of Affordability. Twenty-seven (27) of the Restricted Units shall and will be restricted to households earning no more than 30% of the AMI and eighteen (18) Restricted Units shall and will be restricted to a household earning no more than 50% of the AMI. "Senior Lender" means a commercial or institutional financial institution providing the Senior Loan or any other holder of the Senior Loan Note. "Senior Loan" means a loan from the Senior Lender concurrent to the Inclusionary Loan for payment of a portion of the acquisition and rehabilitation costs, and shall include any subsequent loan that refinances the initial Senior Loan. "Senior Loan Deed of Trust" means the first deed(s) of trust securing the Senior Loan by encumbering the Property. "Senior Loan Documents" means, collectively, the loan agreement governing the Senior Loan, the Senior Loan Note, the Senior Loan Deed of Trust, and any other agreement, document or instrument that the Senior Lender requires in connection with the Senior Loan. 55A-68 "Senior Loan Note" means the promissory note evidencing the Senior Loan from the Senior Lender. "Term of Affordability" or "Affordability Period" means a period of fifty-five (55) years from the date of issuance of the Certificate of Occupancy for the Project, or repayment of the Inclusionary Loan, whichever is longer. "Very Low Income" means an adjusted income which does not exceed fifty percent (50%) of the Median Income for the Area, adjusted for household size, as published by the U.S. Department of Housing and Urban Development. 2. Use of the Property. Developer covenants and agrees, for itself, its successors, its assigns, and every successor in interest to the Property of any part thereof, that Developer, such successors, and assigns shall use the Restricted Units to provide Affordable Housing, for low-, very -low, and extremely -low-income households, as provided in the hnclusionary Loan Agreement and these Restrictions. Developer agrees that the Restricted Units shall be used only for decent, safe, sanitary and Affordable Housing pursuant to the affordability requirements of California Health and Safety Code ("H&S") sections 50052.5 and 33334.3, as applicable. 3. Affordability Requirements, Use and Maintenance of the Property. 3.1 Use Covenants and Restrictions: A. Developer agrees and covenants, which covenants shall run with the land and bind Developer, its successors, its assign and every successor in interest to the Property that Developer will make all Restricted Units available to extremely -low, very low and low income households (as applicable) at rents affordable to such households pursuant to these Restrictions for fifty-five (55) years from the date of issuance of the Certificate of Occupancy for the Project, or repayment of the Inclusionary Loan, whichever is longer. B. These Restrictions shall be recorded in the Official Records of the County and shall not be subordinated to the lien of any financing. 3.2 Affordability Levels/Unit Mix: A. The Project shall consist of ninety-three (93) residential units (including one (1) unit for the onsite manager). The unit mix and levels of affordability voluntarily adopted by Develo er are as follows: PSH - 30% AMI 30% AMI 50% AMI 60% AMI Total 1-bedroom 30 30 2-bedroom 3 6 18 11 38 3-bedroom 5 13 6 24 2-bedroom Manager 1 Total 33 11 31 17 93 6 55A-69 The unit mix and levels of affordability required for the Restricted Units are as follows: PSH - 25% AMI PSH - 30% AMI 30% AMI 50% AMI Total 1-bedroom 16 16 2-bedroom 3 6 18 27 3-bedroom 2 2 Total 16 3 8 18 45 B. The affordable rents charged at the Project must comply with the standards set forth by the California Tax Credit Allocation Committee (TCAC). C. Utility allowances must be deducted from the maximum gross monthly Affordable Rent. The Housing Authority publishes a Utility Allowance Schedule on an annual basis, which shall be used by Developer in connection with units receiving Rental Subsidies as defined below for so long as may be required by the Housing Authority. D. The Project will receive eight (8) project based vouchers from the Housing Authority of the City of Santa Ana (the "Rental Subsidies") during the Term of Affordability of this Agreement. If, during the Term of Affordability of this Agreement, any change in federal law occurs or any action (or inaction) by Congress or any federal or State agency occurs, which results in a reduction, termination or nonrenewal of the Rental Subsidies, such that the rental subsidy projected on the budget for the Project is reduced or no longer available, the Developer may increase the rents on the eight project -based voucher assisted -units during the remainder of the Term of Affordability of this Agreement to the maximum rent published by the California Tax Credit Allocation Committee for a "60% AMI Household" in Orange County for the applicable bedroom size subject to the City Project Manager's prior written approval, which shall not be unreasonably withheld, conditioned, or delayed. If Developer demonstrates to the satisfaction of the City that such rental increase is necessary to maintain the financial stability of the Project and no alternative rental subsidies are available, the City will review and consider such rental increase. 3.3 Calculation of Rent for Restricted Units: A. The affordable rents charged for the Restricted Units must comply with the standards set forth by the California Tax Credit Allocation Committee (TCAC). B. Utility allowances must be deducted from the maximum gross monthly Affordable Rent. The Housing Authority publishes a Utility Allowance Schedule on an annual basis, which shall be used by Developer in connection with units receiving Rental Subsidies for so long as may be required by the Housing Authority. 7 55A-70 C. On an annual basis, the City shall confirm the Developer's submission of the maximum allowable schedule of incomes and rents (less utility allowance appropriate for the Restricted Units), which shall correspond to the maximum rent levels allowed by TCAC. hi no event can Developer charge any tenant of a Restricted Unit more than such amount. D. Developer, its successors and assigns, shall not charge rents for the Restricted Units in excess of the amounts set forth in the tables as adjusted from time -to -time by TCAC. E. In no event shall the rent charged to the tenant of a Restricted Unit be more than that amount of the rent as published by TCAC on an annual basis. F. Utility allowances must be deducted from the maximum gross monthly Affordable Rent. Utility allowances are deducted from rents using the amounts established by the California Utility Allowance Calculator as allowed by TCAC regulations or, in connection with units receiving Rental Subsidies, for so long as may be required by the Housing Authority, as set annually by the Housing Authority. G. Recertification of Tenant Income: (1) Developer shall take all necessary steps to review the income of all tenants prior to renting to them, as well as reviewing current tenants on an annual basis. (2) Developer shall allow the City to conduct periodic reviews of tenant files and files relating to affirmative marketing and outreach to ensure the Project's compliance with applicable regulations and guidelines. (3) Restricted Units continue to qualify as Affordable Housing despite a temporary non-compliance caused by increases in the incomes of existing tenants if actions satisfactory to the City are being taken to ensure that all vacancies are filled in accordance with this section until the non-compliance is corrected. (4) All tenant certifications and related files shall be made available to the City either on -site or via an internet based document sharing platform selected by the Managing General Partner. Upon City's request therefore, the Managing General Partner will make available documents or certifications containing tenant information or personal information. (5) The City will indemnify and hold the Developer and each of the Managing General Partner and Administrative General Partner (and their respective affiliates) harmless from and against any and all losses, damages and liabilities (including reasonable attorney's fees) which any of them may incur by reason of the unauthorized release or disclosure of tenant files, or any portion thereof, or information included therein (including any information that could be used, either directly or indirectly, to identify any 8 55A-71 person, whether a natural person or a legal entity), including any such release or disclosure that violates any applicable State, federal or other local laws, ordinances, regulations, or codes, by the City or its officers, employees, agents and/or personnel and such unauthorized release or disclosure is due to the fraud, gross negligence or willful misconduct by the City or such officers, employees, agents and/or personnel. 3.4 Construction and Maintenance of the Property: A. Construction and Maintenance. Solely at Developer's expense, Developer agrees to maintain the Property (and all abutting grounds, sidewalks, roads, parking and landscape areas which Developer is otherwise required to maintain) in a clean and good condition and repair in compliance with all applicable housing quality standards and state and local code requirements, and keep the Property free from any accumulation of debris and waste materials. City, and any of its employees, agents, contractors or designees, shall have the right to enter upon the Property at reasonable times and in a reasonable manner to inspect the Project. If at any time Developer fails to maintain, or cause to be maintained, the Property as required by this section, and said condition is not corrected after the expiration of a reasonable period of time not to exceed thirty (30) days from the date of written notice from the City, unless such condition cannot reasonably be cured within thirty (30) days, in which case Developer shall have such additional time as reasonably necessary to complete such cure, the City may perform the necessary maintenance and Developer shall pay all reasonable costs incurred for such maintenance. The City shall inspect the Property annually after the date of issuance of the Certificate of Completion as described in Section 17 of the Agreement. B. Renovations. Following issuance of a Certificate of Completion, Developer shall not remove, demolish or materially alter any Improvement without City's prior consent, except to make non-structural repairs that preserve or increase the Property's value, and shall promptly restore, in a good and professional manner, any Improvement (or other aspect or portion of the Property) that is damaged or destroyed from any cause, subject to Force Majeure. C. Handicapped Accessibility. Developer shall comply with: (a) Section 504 of the Rehabilitation Act of 1973, and implementing regulations at 24 CFR 8C; and (b) the Americans with Disabilities Act of 1990, and implementing regulations at 28 CFR 35-36 in order to make the Project readily accessible to and usable by individuals with disabilities. D. Local Sourcing Plan. Developer agrees to make a good faith effort to encourage contractors and suppliers to hire and procure locally. The City has reviewed and approved Developer's local sourcing plan for the Project targeting, to the extent feasible, the hiring of qualified workers, construction contractors, or the purchasing of goods locally within the City of Santa Ana. E. Lead -Based Paint. Developer shall comply with the requirements, as applicable of the Lead -Based Paint Poisoning Prevention Act. F. Equal Opportunity and Fair Housing. Developer shall carry out the construction and perform its obligations under this Agreement in compliance with all of the state and federal 9 55A-72 laws and regulations regarding equal opportunity and fair housing. Developer must also follow the requirements of California Health and Safety Code section 33435. G. Property Standards. Developer shall cause the Property to meet all applicable local, state and federal codes and ordinances, including zoning ordinances. Developer shall also cause the Property to meet the current edition of the Model Energy Code published by the Council of American Building Officials. H. Alternative Transportation and Energy Source, Resource Conservation, and LEED Certification. In recognition of the City's desire to optimize the energy efficiency of the Project, Developer agrees to consult with the Project design team, a CABEC certified 2016 Certified Energy Analyst, a LEED AP Homes (low-rise and mid -rise), LEED AP BD+C (high rise), National Green Building Standard (NGBS) Green Verifier, or GreenPoint Rater (one person may meet both of these latter qualifications) early in the Project design process to evaluate a building energy model analysis and identify and consider energy efficiency or generation measures beyond those required by the TCAC minimum construction standards. L Property Maintenance Agreement. Developer shall execute a maintenance agreement with the City prior to occupancy, which shall be in a form reasonably satisfactory to the City Attorney. J. Monitoring. Developer shall allow the City to conduct annual inspections of each of the assisted units on the Property as required by the Housing Opportunity Ordinance after the date of construction completion, with reasonable advance notice and only during normal business hours. Developer shall cure any defects or deficiencies found by the City while conducting such inspections within thirty ten (10) business days of written notice thereof, or such longer period as is reasonable within the sole discretion of the City. 3.5 Management Plan: A. Management Plan. Prior to issuance of a Certificate of Occupancy, Developer shall submit for the reasonable approval of the City a "Management Plan" that sets forth in detail Developer's property management duties, a tenant selection process in accordance with this Agreement, a security system and crime prevention program, the procedures for the collection of rent, the procedures for eviction of tenants, the rules and regulations for the Property and manner of enforcement, a standard lease form, an operating budget, the identity and emergency contact information of the professional property management company to be contracted with to provide onsite property management services at the Property, and other matters relevant to the management of the Property, including, but not limited to, the following: (1) Management Agent. The Management Agent will be National Community Renaissance of California or an affiliate thereof. If Developer proposes a different Management Agent, Developer shall submit the name and qualifications of the proposed Management Agent. The City Project Manager shall approve or disapprove the proposed Management Agent in 10 55A-73 writing based on the experience and qualifications of the Management Agent. (2) Management Agreement. Developer shall submit a copy of the proposed management agreement specifying the amount of the management fee, and the relationship and division of responsibilities between Developer and Management Agent. (3) Annual Budget and Projected Cash Flows. Prior to the issuance of a certificate of occupancy for the Project, and annually thereafter not later than one hundred fifty (150) days after the close of each Calendar Year thereafter, Developer shall submit an updated operating budget and cash flow to the City Project Manager. The budget and cash flow shall be in a form that is reasonably acceptable to the City Project Manager. (4) Tenant Selection Policies. Developer shall adopt and include as part of its Management Plan, written tenant selection policies and criteria for the Restricted Units that meet the following requirements: (a) Are consistent with the purpose of providing housing for Extremely - Low, Very -Low and Low Income households; (b) Are reasonably related to program eligibility and the applicants' ability to perform the obligations of the lease; (c) Provide for: (i) the selection of tenants from a written waiting list in the chronological order of their application, insofar as is practicable, but subject to screening requirements and selection preferences as set forth in the approved tenant selection plan; and, (ii) the prompt written notification to any rejected applicant of the grounds for any rejection; (d) Carry out the Affirmative Marketing procedures of the City of Santa Ana, which are designed to provide information and otherwise attract eligible persons from all racial, ethnic and gender groups in the housing market area to the Restricted Units. Developer shall cooperate to effectuate this provision prior to the initial renting, or upon occurrence of a vacancy, and the re -renting of any Restricted Units; (5) Local Preference. Local preference for Santa Ana residents and workers in tenant selection shall be a requirement of the Project. Subject to the 55A-74 prohibition of discrimination and the granting of preferences in housing occupancy imposed by federal laws and regulations, the State of California, and by the City of Santa Ana Affordable Housing Funds Policies and Procedures, the Developer shall use its best efforts to lease units in the following order of priority, as further elaborated in the tenant selection policies: 1. First priority shall be given to persons who have been permanently displaced or face permanent displacement from housing in Santa Ana as a result of any of the following: a. A redevelopment project undertaken pursuant to California's Community Redevelopment Law (Health & Safety Code Sections 33000, et seq.) -- applicable only to projects funded by the Low and Moderate Income Housing Asset Fund. b. Ellis Act, owner -occupancy, or removal permit eviction; c. Earthquake, fire, flood, or other natural disaster; d. Cancellation of a Housing Choice Voucher HAP Contract by property owner; or e. Governmental Action, such as Code Enforcement. 2. Second priority shall be given to persons who are either: a. Residents of Santa Ana and/or b. Working in Santa Ana. (6) Affirmative Marketing. Prior to the issuance of a Certificate of Occupancy, Developer shall prepare and obtain City's approval of an affirmative marketing program for leasing the affordable units at the Project. (7) Crime Free Housing. Developer shall work with City staff to develop a crime free housing policy, procedure, and design plan. (8) Onsite Parking Management Plan. Developer shall provide onsite parking for residents and visitors of the Project and actively monitor the parking demand of the Project site. Developer shall continually monitor and take appropriate measures to manage the parking demand of the Project site to mitigate the use of offsite parking spaces on private or public properties and/or right-of-way. Prior to issuance of a Certificate of Occupancy, 12 55A-75 Developer shall submit a Parking Management Plan and obtain approval from the City for said plan. (9) Tenant Satisfaction Survey. The Developer shall complete and submit to the City biennial tenant satisfaction surveys of tenants. B. Rental Inclusionary Housing Manual. The Developer shall also maintain compliance with the City's Inclusionary Housing Manual for Rental Projects. C. Cure Period. If at any time the City determines that the Restricted Units are not being managed or maintained in accordance with the approved Management Plan, City shall provide Developer and Investor Limited Partner (as defined in the Agreement) with written notice thereof which notice shall include a reasonable cure period not less than thirty (30) days. If the deficiencies are not cured within the cure period provided in the City notice, Developer shall change the management agent or the practices complained of, upon receipt of written notice from the City Project Manager. The City Project Manager may require Developer to change management practices or to terminate the management contract and designate and retain a different management agent. The management agreement shall provide that it is subject to termination by Developer without penalty, upon thirty (30) days prior written notice, at the direction of the City Project Manager. Within ten (10) days following a direction of the City Project Manager to replace the management agent, the Developer shall select another management agent or make other arrangements satisfactory to the City Project Manager or designee for continuing management of the Restricted Units. 3.6 Supportive Services: A. Onsite Services. The Developer shall provide on -site services that are available to the residents and shall report to the City annually the services provided. B. Application and Financial Preparedness. Developer shall submit for review and approval by the City a pamphlet or flyer to inform interested persons regarding application and eligibility requirements and to assist interested persons with application and financial preparedness and eligibility for residency at the Project at the initial leasing of the affordable units. Developer shall also work with the City to hold a minimum of two (2) workshops to be coordinated by the Developer at least twelve (12) months prior to the initial leasing of the affordable units. C. Programs and Amenities. Developer shall provide residents of the Project access to discounted or no -cost onsite supportive services, programming, and amenities. D. Coordination with the WORK Center: The Developer and the Property Manager shall enter into a Memorandum of Understanding ("MOU") with the City's WORK Center to provide tenants with information about WORK center opportunities to find better jobs and careers. The goal of the MOU is to ensure that all tenants have been provided an opportunity to connect with the WORK Center and be assisted with the tools and knowledge necessary to enter the workforce or obtain a higher -paying job. 13 55A-76 3.7 Obligation to Refrain from Discrimination: A. In Use of Property. Developer covenants and agrees for itself, its successors, its assigns and every successor in interest to the Property or any part thereof, that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, disability, sex, marital status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property nor shall Developer itself or any person claiming under or through it establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the Property, as required by the Title VI of the Civil Rights Act of 1964, the Fair Housing Act (42 U.S.C. 3601-20) and all implementing regulations, and the Age Discrimination Act of 1975, and all implementing regulations. B. In Affordable Housing Restrictions. Developer, its successors and assigns, shall not refuse to lease a unit to a holder of a rental voucher under 24 CFR part 982 (Housing Choice Voucher Program) or to a holder of a comparable document evidencing participation in a federally funded tenant -based assistance program because of the status of the prospective tenant as a holder of such certificate of family participation, rental voucher, or comparable tenant -based assistance document. C. In Employment. Developer shall take affirmative action to ensure that applicants are subject to employment decisions, and that employees are treated during employment, without regard to their race, color, disability, creed, religion, sex, marital status, disability, national origin, or ancestry. D. In all Contracts. Developer shall cause the foregoing covenants to be inserted in all contracts for any work covered by this Agreement so that such provisions will be binding upon each contractor for the benefit of City, provided that the foregoing covenant shall not apply to contracts or subcontracts for standard commercial supplies or raw materials. 4. Miscellaneous Provisions: A. Any lease of any of the Restricted Units must be for not less than one year, unless by mutual agreement between the tenant and the Developer. Should the tenant and Developer agree to a term of less than one year, said agreement shall be expressed in written form, signed by the tenant, and maintained in the tenant's rental file held by the Developer. The lease may not contain any of the following provisions (in which references to "Developer" shall mean the Developer, its successors or assigns): (1) Agreement by the tenant to be sued, to admit guilt, or to a judgment in favor of the Developer in a lawsuit brought in connection with the lease; (2) Agreement by the tenant that the Developer may take, hold, or sell personal property of household members without notice to the tenant and a court decision on the rights of the parties. This prohibition, however, does not apply to an agreement by the tenant concerning disposition of personal 14 55A-77 property remaining in the Restricted Unit after the tenant has moved out of the Restricted Unit. The Developer may dispose of this personal property in accordance with state law; (3) Agreement by the tenant not to hold the Developer or the Developer's agent legally responsible for any action or failure to act, whether intentional or negligent; (4) Agreement of the tenant that the Developer may institute a lawsuit without notice to the tenant; (5) Agreement by the tenant that the Developer may evict the tenant or household members without instituting a civil court proceeding in which the tenant has the opportunity to present a defense, or before a court decision on the rights of the parties; (6) Agreement by the tenant to waive any right to a trial by jury; (7) Agreement by the tenant to waive the tenant's right to appeal, or to otherwise challenge in court, a court decision in connection with the lease; and, (8) Agreement by the tenant to pay attorney's fees or other legal costs even if the tenant wins in a court proceeding by the Developer against the tenant. The tenant, however, may be obligated to pay costs if the tenant loses. B. Developer, its successors or assigns, must adhere to state law requirements with regard to termination of tenancy. C. Developer shall comply with and be bound by the conflict of interest provisions set forth in all applicable state regulations pertaining to conflict of interest. D. The covenants established in these Restrictions, and any amendments hereto approved by the City, shall be binding for the benefit of and in favor of the City and its respective successors and assigns, without regard to technical classification and designation. These Restrictions shall remain in effect for fifty-five (55) years from the date of issuance of the Certificate of Occupancy for the Project, or repayment of the Inclusionary Loan, whichever is longer. In its discretion, the City may defer repayment of the Loan or the City may agree to such reasonable modifications to the requirements of these Restrictions, as the City may determine are necessary for the continued maintenance and operation of the Restricted Units. The covenants against discrimination shall remain in effect for the period of these Restrictions. Upon expiration of the Restrictions in accordance with this paragraph, the City shall execute and record a release. E. Records and Audits. (1) Owner shall maintain the following general program records, and make them available for inspection by the City, the State or HUD: 15 55A-78 (a) Records which demonstrate compliance with the Equal Opportunity and Fair Housing requirements outlined in these Restrictions; and, (b) Any other reports issued by other monitoring agencies. (2) All records pertaining to each Calendar Year of Inclusionary Housing funds must be retained for the most recent five year period, except that for rental housing projects, records may be retained for five years after the Project completion date; except that records of individual tenant income verifications, Project rents and Project inspections must be retained for the most recent five year period, until five years after the Affordability Period terminates. Developer shall cooperate with the City to retain all books and records relevant to the Loan Agreement for a minimum of five years after the expiration of the Loan Agreement and any and all amendments hereto, or for five years after the conclusion or resolution of any and all audits or litigation relevant to the Loan Agreement, whichever is later. The City, the State, and/or their representatives shall have unrestricted reasonable access to all locations, books, and records for the purpose of monitoring, auditing, or otherwise examining said locations, books, and records with or without prior notice. (3) If so directed by the City upon termination of the Loan Agreement, Developer shall cause all records, accounts, documentation and all other materials relevant to the work to be delivered to the City, as depository. (4) All records, accounts, documentation and other materials relevant to the Project shall be accessible at any time to the authorized representatives of the City on reasonable prior notice, for the purpose of examination or audit. (5) The City may perform an annual audit at the close of each Calendar Year in which these Restrictions are in effect. Developer shall reasonably cooperate with City in performing such audit. (6) Developer shall permit the City to perform an Annual Physical Inspection of the Property with at least ten (10) Business Days' notice. Developer shall cooperate with this Inspection and shall take all steps necessary to quickly correct any code deficiencies identified during the Inspection. F. If there is a discrepancy between local, state and federal law with regard to any of the aforementioned covenants, the more stringent shall apply. G. The City is the beneficiary of the terms and provisions of these Restrictions and the covenants herein, both for and in its own right and for the purposes of protecting the interests of the community and other parties, public or private, for whose benefit these Restrictions and the covenants running with the land have been provided. The City shall have the right if the covenants 16 55A-79 are breached, to exercise all rights and remedies, and to maintain any actions or suits at law or in equity or other proper proceedings to enforce the curing of such breaches to which it or any other beneficiary designated by the City is entitled. H. The covenants and agreements contained herein shall run with the land and shall remain in effect for the term of the Agreement. Upon the sale, conveyance or other transfer of the Property (a "Transfer") and the assumption of the obligations hereunder by a transferee, Developer's liability for performance shall be terminated as to any obligation to be performed hereunder after the date of such Transfer. L Upon a Transfer of the Property, the transferee will be obligated to meet with the City prior to closing of the Transfer to review the terms of these Restrictions and requirements of the transferee therein. Any failure of transferee to meet with the City as required would constitute a default under these Restrictions. J. The Agreement and all of its attachments shall be enforceable by the City in accordance with the terms thereof. Each of the Loan Documents, provide a means of enforcement by the City if Developer is in breach of its obligations hereunder and thereunder, including liens on the Property, deed restrictions and covenants running with the land. K. The City agrees to provide Developer's Investor Limited Partner (as defined in the Agreement) with notice of and an opportunity to cure any default. Any cure made or tendered by the Investor Limited Partner shall be deemed a cure by Developer. [Signature Page on the Following Page] 17 55A-80 IN WITNESS WHEREOF, the parties hereto have caused these Affordability Restrictions on Transfer of Property to be executed on the date set forth at the beginning of these Restrictions. ATTEST: CITY OF SANTA ANA Daisy Gomez Kristine Ridge Clerk of the Council City Manager APPROVED AS TO FORM Sonia R. Carvalho City Attorney By: Ryan O. Hodge Assistant City Attorney R940]05ILIa0IN1100 0REP000K6]M."III Steven A. Mendoza Executive Director Community Development Agency [Signatures continue on following page] 18 55A-81 DEVELOPER: LEGACY SQUARE, L.P., a California limited partnership By: NCRC Legacy MGP, LLC, a California limited liability company, its managing general partner By: National Community Renaissance of California, a California nonprofit public benefit corporation, its sole member and manager Michael Finn, Chief Financial Officer 19 55A-82 IWOMM11:31167 Exhibit Co. Inclusionary Deed of Trust 55A-83 FREE RECORDING REQUESTED PURSUANT TO GOVERNMENT CODE SECTION 6103 & 27383 When Recorded Mail to: City of Santa Ana Clerk of the Council 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, California 92702 Attention: Clerk of the Council INCLUSIONARY LEASEHOLD DEED OF TRUST AND ASSIGNMENT OF RENTS (609 North Spurgeon St., Santa Ana, California) THIS INCLUSIONARY LEASEHOLD DEED OF TRUST AND ASSIGNMENT OF RENTS (the "Deed of Trust") made this 15a' day of December, 2020, by and between Legacy Square L.P., a California limited partnership (the "Trustor"), I (the "Trustee"), and the City of Santa Ana, a charter city and municipal corporation (the 'Beneficiary"). Capitalized terms not defined in this Deed of Trust shall have the meanings given such terms in the Agreement (defined in Section 1 below and in the Inclusionary Promissory Note). Trustor, in consideration of the promises herein recited and the trust herein created, irrevocably grants, transfers, conveys and assigns to Trustee, in trust, with power of sale, its leasehold interest in the property located in the City of Santa Ana, County of Orange, State of California, described in the attached Exhibit A and more commonly known as 609 North Spurgeon St., Santa Ana, California (to be re -designated as 301 East Santa Ana Boulevard) (the 'Property"); TOGETHER with all the improvements now or hereafter erected on the Property, and all easements, rights, appurtenances and all fixtures now or hereafter attached to the Property, all of which, including replacements and additions thereto, shall be deemed to be and remain a part of the Property covered by this hiclusionary Deed of Trust; provided that so long as Trustor is not in default hereunder, it shall be permitted to control the Property in accordance with the requirements of that certain Inclusionary Loan Agreement entered into between the Trustor and the Beneficiary, dated concurrently herewith, which Agreement is on file with the Beneficiary as a public record; TOGETHER with the right, power and authority during the continuance of this Trust, to collect the rents, issues, and profits of the Property, reserving unto the Trustor the right, prior to any default by Trustor in payment of the indebtedness secured by this Deed of Trust or in the performance of any agreement under this Deed of Trust, to collect and retain these rents, issues and profits as they become due and payable; and, TOGETHER with all articles of personal property or fixtures now or hereafter attached to or used in and about the building or buildings now erected, or hereafter to be erected, on the Property 1076A53\1379660.2 55A-84 which are necessary to the complete and comfortable use and occupancy of such building or buildings for the purposes for which they were or are to be erected, including all other goods and chattels and personal property as are ever used or Tarnished in operating a building, or the activities conducted therein, similar to the one herein described and referred to, and all renewals or replacements thereof or articles in substitution therefor, whether or not the same are, or shall be attached to said building or buildings in any manner; and all of the foregoing, together with the Property, is herein referred to as the "Security"; To have and to hold the Security together with acquittances to the Trustee, its successors and assigns forever; and, TO SECURE to the Beneficiary: (a) the repayment of the sums evidenced by a Promissory Note to the Beneficiary executed by Trustor of even date herewith in the principal amount of THREE - MILLION, ONE -HUNDRED SEVENTY THOUSAND, FIVE HUNDRED FORTY-SEVEN AND NO/DOLLARS ($3,170,547) (the "Inclusionary Promissory Note"); (b) the performance of the covenants and agreements of Borrower contained in a certain Agreement as hereinafter defined; and, (c) the payment of all other sums, with interest thereon, advanced in accordance herewith to protect the security of this Deed of Trust; and the performance of the covenants and agreements of Trustor contained herein. TRUSTOR AND THE BENEFICIARY COVENANT AND AGREE AS FOLLOWS: 1. The Agreement. This Deed of Trust is executed and delivered, along with the Inclusionary Promissory Note, the Inclusionary Loan Agreement (the "Agreement"), and Affordability Restrictions on Transfer of Property to benefit the Property. Trustor acknowledges that but for the execution of this Deed of Trust, the Beneficiary would not enter into the Agreement or Inclusionary Promissory Note secured by this Deed of Trust. 2. Trustor's Estate. Trustor is lawfully seized of the estate hereby conveyed and has the right to grant and convey the Security; that other than this Deed of Trust, the Security is not encumbered except for obligations secured by deeds of trust, or any other security agreement, to secure financing or refinancing for the purchase and rehabilitation of the Property. 3. Repayment of the Loan. Trustor will promptly repay, when due, the principal loan amount, as required by the Inclusionary Promissory Note secured by this Deed of Trust. 4. Subordination. This obligation secured by this Deed of Trust shall be subordinated to the Senior Loan and the Senior Loan Deed of Trust, but the Inclusionary Affordability Restrictions on Transfer of Property shall remain in a senior position to the Senior Loan and the Senior Loan Deed of Trust. 5. Prior Mortgages and Deeds of Trust; Charges; Liens. Trustor shall perform all of Trustor's obligations under any mortgage, deed of trust or other security agreement with a lien that has priority over this Instrument, including Trustor's covenants to make payments when due (subject to all applicable notice and cure provisions). Trustor will pay all taxes, assessments and other charges, fines and impositions attributable to the Security that may attain a priority over this Deed of Trust, by Trustor making any payment, when due, directly to the payee thereof. Trustor will promptly furnish to the Beneficiary all notices of amounts due under this paragraph, and in the event Trustor makes 55A-85 payment directly, Trustor will promptly discharge any lien that has priority over this Deed of Trust; provided that Trustor will not be required to discharge the lien of the Deed of Trust securing any senior lender or any other lien described in this paragraph so long as Trustor will agree in writing to the payment of the obligation secured by such lien in a manner acceptable to the Beneficiary, or will, in good faith, contest such lien by, or defend enforcement of such lien in, legal proceedings, which operate to prevent the enforcement of the lien or forfeiture of the Security, or any part thereof 6. Hazard Insurance. Trustor will keep the Security insured by such insurance policies in such amounts and for such periods as called for in the Agreement. All insurance policies and renewals thereof will include a standard mortgagee clause with standard lender's endorsement in favor of the holder of any Senior Lender and the Beneficiary as their interests may appear and in a form acceptable to the Beneficiary. The Beneficiary shall have the right to hold, or cause its designated agent to hold, copies of the policies and renewals thereof, and Trustor shall promptly furnish to the Beneficiary, or its designated agent, copies of the insurance policies or certificates of insurance, all renewal notices and all receipts of paid premiums subject to the rights of any senior lender. In the event of loss, Trustor will give prompt notice to the insurance carrier and the Beneficiary or its designated agent. The Beneficiary, or its designated agent, may make proof of loss if not made promptly by Trustor. The Beneficiary shall receive thirty (30) days advance notice of cancellation of any insurance policies required under this Section. Unless the Beneficiary and Trustor otherwise agree in writing, insurance proceeds, subject to the rights of any senior lender, will be applied to restoration or repair of the Security damaged, provided such restoration or repair is economically feasible and the security of this Deed of Trust is not thereby impaired. If such restoration or repair is not economically feasible or if the security of this Deed of Trust would be impaired, again, subject to the rights of any senior lender, the insurance proceeds will be used to repay the loan secured by this Deed of Trust, with the excess, if any, paid to Trustor. If the Security is abandoned by Trustor, or if Trustor fails to respond to the Beneficiary, or its designated agent within thirty (30) days from the date notice is mailed by either of them to Trustor that the insurance carrier offers to settle a claim for insurance benefits, the Beneficiary, or its designated agent, is authorized to collect and apply the insurance proceeds at the Beneficiary's option, either to restoration or repair of the Security or to repay the loan. If the Security is acquired by the Beneficiary, all right, title and interest of Trustor in and to any insurance policy, and in and to the proceeds thereof resulting from damage to the Security prior to the sale or acquisition, will pass to the Beneficiary to the extent of the sums secured by this Deed of Trust immediately prior to such sale or acquisition, subject to the rights of any senior lender. 7. Preservation and Maintenance of Security. Trustor will keep the Security in good repair and will not commit waste or permit impairment or deterioration of the Security. 8. Protection of the Beneficiary's Security. If Trustor fails to perform the covenants and agreements contained in this Deed of Trust, or if any action or proceeding is commenced that materially affects the Beneficiary's interest in the Security, including, but not limited to, default under the Deed of Trust securing any senior lender, eminent domain, insolvency, code enforcement, or arrangements or proceedings involving a bankruptcy or decedent, then the Beneficiary, at the Beneficiary's option, upon notice to Trustor, may make such appearances, disburse such sums and take such action as it determines necessary to protect the Beneficiary's interest, including, but not limited to, disbursement of reasonable attorneys' fees and entry upon the Security to make repairs. 55A-86 Any amounts disbursed by the Beneficiary pursuant to this paragraph, with interest thereon, will become an indebtedness of Trustor secured by this Deed of Trust. Unless Trustor and the Beneficiary agree to other terms of payment, such amount will be payable upon notice from the Beneficiary to Trustor requesting payment thereof, and will bear interest from the date of disbursement at the rate payable from time to time on outstanding principal under the Inclusionary Promissory Note, unless payment of interest at such rate would be contrary to applicable law, in which event such amounts will bear interest at the highest rate permissible under applicable law. Nothing contained in this paragraph will require the Beneficiary to insure any expense or take any action hereunder. 9. Inspection. The Beneficiary may make, or cause to be made, reasonable entries upon and inspections of the Security upon reasonable prior notice during normal business hours; provided that, the Beneficiary will give Trustor reasonable notice of inspection. 10. Forbearance by the Beneficiary Not a Waiver. Any forbearance by the Beneficiary in exercising any right or remedy will not be a waiver of the exercise of any such right or remedy. The procurement of insurance or the payment of taxes or other liens or charges by the Beneficiary will not be a waiver of the Beneficiary's right to accelerate the maturity of the indebtedness secured by this Deed of Trust. 11. Remedies Cumulative. All remedies provided in this Deed of Trust are distinct and cumulative to any other right or remedy under this Deed of Trust, or any other document, or afforded by law or equity, and may be exercised concurrently, independently or successively. 12. Successors and Assigns Bound. The covenants and agreements herein contained shall bind, and the rights hereunder shall inure to, the respective successors and assigns of the Beneficiary and Trustor subject to the provisions of this Deed of Trust. 13. Notice. Except for any notice required under applicable law to be given in another manner: (a) any notice to Trustor provided for in this hiclusionary Deed of Trust will be given by certified mail, return receipt requested, addressed to Trustor at c/o National Community Renaissance of California, Attention: Legal Counsel, 9421 Haven Avenue, Rancho Cucamonga, California, with a copy to: Klein Hornig LLP, 1325 G Street NW, Suite 700, Washington, DC20005, Attention: Chris Hornig; and to Trustor's Investor Limited Partner at Bank of America, N.A. at MA1-225-02-02, 225 Franklin Street, Boston, MA 02110, Attention Asset Management; and to Buchalter, A Professional Corporation, 1000 Wilshire Boulevard, Suite 1500, Los Angeles, CA 90017-1730, Attention: Michael Williamson (B0965-0521); (b) any notice to the Beneficiary will be given by certified mail, return receipt requested, to the Beneficiary at City of Santa Ana, 20 Civic Center Plaza, P.O. Box 22030, Santa Ana, CA 92702, or at such other address as the Beneficiary may designate by notice to Trustor as provided above; and, (c) to Trustee at I . Notice shall be effective as of the date received as shown on the return receipt. 13. Governing Law. This Deed of Trust shall be governed by the laws of the State of California with venue in Orange County. 55A-87 14. Severability. In the event that any provision or clause of this Deed of Trust or the Inclusionary Promissory Note conflicts with applicable law, such conflict will not affect other provisions of this Deed of Trust or the Inclusionary Promissory Note that can be given effect without the conflicting provision, and to this end the provisions of the Deed of Trust and the Inclusionary Promissory Note are declared to be severable. 15. Captions. The captions and headings in this Deed of Trust are for convenience only and are not to be used to interpret or define the provisions hereof. 16. Default in Foreclosure; Remedies. Upon Trustor's breach of any covenant or agreement of Trustor in this Deed of Trust or the Inclusionary Promissory Note secured by this Deed of Trust, including, but not limited to, the covenants to pay, when due, any sums secured by this Deed of Trust, the Beneficiary may declare all sums secured by this Deed of Trust immediately due and payable by delivering to Trustor notice thereof, specifying: (1) the breach; (2) the action required to cure such breach; (3) a date not less than thirty (30) days from the date the notice is received by Trustor, as shown on the return receipt, by which such breach is to be cured, provided, however, that if such default is not reasonably susceptible to being cured within thirty (30) days, Trustor shall have a reasonable period to cure the defect, so long as Trustor is diligently prosecuting the cure to completion; and, (4) that failure to cure such breach on or before the date specified in the notice may result in acceleration of the sums secured by this Deed of Trust and sale of the Security. The notice will also inform Trustor of Trustor's right to reinstate after acceleration and the right to bring a court action to assert the non-existence of default, or any other defense of Trustor to acceleration and sale. Notwithstanding anything to the contrary contained herein, a "default" shall not include any transaction not considered a "transfer' under Section 16.2 of the Agreement or permitted under Section 16.3 or 16.4 of the Agreement. If the breach is not cured on or before the date specified in the notice, or such longer period as provided above or in the Inclusionary Promissory Note or the Agreement, the Beneficiary, at the Beneficiary's option, may: (a) declare all of the sums secured by this Deed of Trust to be immediately due and payable without further demand and may invoke the power of sale and any other remedies permitted by California law; (b) either in person or by agent, with or without bringing any action or proceeding, or by a receiver appointed by a court, and without regard to the adequacy of its security, enter upon the Security and take possession thereof (or any part thereof) and of any of the Security, in its own name or in the name of the Trustee, and do any acts which it deems necessary or desirable to preserve the value or marketability of the Property, or part thereof or interest therein, increase the income therefrom or protect the security thereof. The entering upon and taking possession of the Security shall not cure or waive any breach hereunder or invalidate any act done in response to such breach and, notwithstanding the continuance in possession of the Security, the Beneficiary shall be entitled to exercise every right provided for in this Deed of Trust, or by law upon occurrence of any uncured breach, including the right to exercise the power of sale; (c) commence an action to foreclose this Deed of Trust as a mortgage, appoint a receiver, or specifically enforce any of the covenants hereof, (d) deliver to the Trustee a written declaration of default and demand for sale, pursuant to the provisions for notice of sale found at California Civil Code sections 2924, et seq., as amended from time to time; or, (e) exercise all other rights and remedies provided herein, in the instruments by which Trustor acquires title to any Security, or in any other document or agreement now or hereafter evidencing, creating or securing all or any portion of the obligations secured hereby, or provided by law. 55A-88 Notwithstanding anything to the contrary herein, Beneficiary hereby agrees that any cure of any default made or tendered by Trustor's limited partner shall be deemed to be a cure by Trustor and shall be accepted or rejected on the same basis as if made or tendered by Trustor. In addition, if an Event of Default occurs hereunder or under the Note, prior to taking any remedy under this Deed of Trust or any other documents evidencing or securing this Note, Beneficiary shall fast give notice of the occurrence of such Event of Default to the Limited Partner and the Limited Partner shall have not less than 30 days to cure such Event of Default, provided if in order to cure such Event of Default the Limited Partner gives notice to the Beneficiary that Limited Partner must remove and replace the general partner or general partners of Trustor, Limited Partner shall have until 30 days following the effective date of such removal and replacement to cure such Event of Default. The Beneficiary shall be entitled to collect all reasonable costs and expenses incurred in pursuing the remedies provided in this paragraph, including, but not limited to, reasonable attorneys' fees. 17. Trustor's Right to Reinstate. Notwithstanding the Beneficiary's acceleration of the sums secured by this Deed of Trust, Trustor will have the right to have any proceedings begun by the Beneficiary to enforce this Deed of Trust discontinued at any time prior to five (5) days before sale of the Security pursuant to the power of sale contained in this Deed of Trust or at any time prior to entry of a judgment enforcing this Deed of Trust if. (a) Trustor pays the Beneficiary all sums that would be then due under this Deed of Trust as if no acceleration under the hiclusionary Promissory Note had occurred; (b) Trustor cures all breaches of any other covenants or agreements of Trustor contained in this Deed of Trust; (c) Trustor pays all reasonable expenses incurred by the Beneficiary and the Trustee in enforcing the covenants and agreements of Trustor contained in this Deed of Trust and in enforcing the Beneficiary's and the Trustee's remedies, including, but not limited to, reasonable attorneys' fees; and, (d) Trustor takes such action as the Beneficiary may reasonably require to assure that the lien of this Deed of Trust, the Beneficiary's interest in the Security and Trustor's obligation to pay the sums secured by this Deed of Trust shall continue unimpaired. Upon such payment and cure by Trustor, this Deed of Trust and the obligations secured hereby will remain in full force and effect as if no acceleration had occurred. 18. Acceptance by Trustee. Trustee accepts this Trust when this Deed of Trust, duly executed and acknowledged, is made a public record as provided by law. Trustee is not obligated to notify any party to this Deed of Trust of pending sale under any other deed of trust or any action or proceeding in which Trustor, Beneficiary, or Trustee shall be a parry, unless brought by Trustee. 19. Reconveyance. Upon payment of all sums secured by this Deed of Trust, the Beneficiary will request the Trustee to reconvey the Security and will surrender this Deed of Trust and the Inclusionary Promissory Note to the Trustee. The Trustee will reconvey the Security without warranty and without charge to the person or persons legally entitled thereto. Such person or persons will pay all costs of recordation, if any. 20. Substitute Trustee. The Beneficiary, at the Beneficiary's option, may from time to time remove the Trustee and appoint a successor trustee to any Trustee appointed hereunder. The successor trustee will succeed to all the title, power and duties conferred upon the Trustee herein and by applicable law. 55A-89 21. Request for Notice. Trustor requests that copies of the notice of default and notice of sale be sent to Trustee at the address set forth in Section 14 above. 24. Nomecourse Liability. Neither Trustor nor any partner of Trustor nor any other person or entity shall have any personal liability under the Agreement, Inclusionary Promissory Note, or this Deed of Trust, and any judgment, decree or order for payment of money obtained in any action to enforce the obligation of Trustor to repay the loan evidenced by such documents shall be enforceable against Trustor only to the extent of Trustor's interest in the Property. 25. Beneficiary agrees to provide Trustor's Investor Limited Partner (as defined in the Agreement) with notice of and an opportunity to cure any default hereunder. Any cure made or tendered by the Limited Partner shall be deemed a cure by Trustor. (Signatures on Following Page) 55d-90 IN WITNESS WHEREOF, Trustor has executed this Deed of Trust as of the date first written above. LEGACY SQUARE, L.P., a California limited partnership By: NCRC Legacy MGP, LLC, a California limited liability company, its managing general partner By: National Community Renaissance of California, a California nonprofit public benefit corporation, its sole member and manager Michael Finn, Chief Financial Officer 55A-91 Exhibit Do. Inclusionary Promissory Note 55A-92 INCLUSIONARY HOUSING FUNDS PROMISSORY NOTE SECURED BY SUBORDINATED DEED OF TRUST TO THE CITY OF SANTA ANA (609 North Spurgeon St., Santa Ana, California) $3,170,547 December 15, 2020 Santa Ana, California 1. Principal Amount of Loan FOR VALUE RECEIVED, Legacy Square L.P., a California limited partnership (`Borrower"), hereby promises to pay to the City of Santa Ana, a charter city and municipal corporation ("City"), or order, a principal amount not to exceed THREE -MILLION, ONE - HUNDRED THOUSAND SEVENTY FIVE HUNDRED FORTY-SEVEN DOLLARS ($3,170,547), or so much thereof as may be advanced by the City to the Borrower, due and payable with 3% [simple] interest [compounding annually] from residual receipts over the fifty-five (55) year term, pursuant to the Inclusionary Loan Agreement (the "Agreement') between Borrower and the City dated concurrently herewith, which is incorporated herein by this reference. This loan is funded exclusively from the Inclusionary Housing Fund held by the City (the "City Funds"). Any capitalized term not otherwise defined in this Inclusionary Promissory Note ("Note") shall have the meaning ascribed to such term in the Agreement. The obligation of Borrower to City hereunder is subject to the terms of said Agreement, the Affordability Restrictions on Transfer of Property, Inclusionary Deed of Trust and this Note. Said documents are public records on file in the offices of the City, and the provisions of said documents are incorporated herein by this reference. This Note, said Agreement, the Affordability Restrictions on Transfer of Property, and the Inclusionary Deed of Trust are sometimes collectively referred to herein as the "Loan Documents". The rights and responsibilities provided for in the Loan Documents shall inure to the benefit of the City. Any capitalized term that is not otherwise defined herein shall have the meaning ascribed to such term in the Agreement. This Note evidences the obligation of Borrower to the City for repayment of the Inclusionary Loan of Inclusionary Housing Funds attributable to the acquisition, development, and construction of the Property, and related soft costs. This Note is payable at the principal office of the City of Santa Ana — Community Development Agency, 20 Civic Center Drive, Santa Ana, California 92702, Attn: Housing Division, or at such other place as the holder hereof may inform Borrower in writing, in lawful money of the United States. KH 602.297 55A-93 2. Definitions. For the purpose of calculating the payments to be made by Borrower to City pursuant to this Note, the following terms shall have the following respective meanings: "Agreement" means the Inclusionary Loan Agreement between the City and the Developer, and any attachments or amendments thereto. "Applicable Law" shall mean those federal, state and local laws, ordinances, regulations, policies and procedures applicable to the City Housing Program, and the Inclusionary Housing Funds. "Area Median Income" means the median income for the Orange County, California PMSA as most recently determined by the U.S. Department of Housing and Urban Development ("HUD"). Also may be referred to interchangeably in the Inclusionary Loan Documents as "Median Income for the Area" or "AMI". "Borrower" means Legacy Square, L.P., a California limited partnership. "Calendar Year" means each consecutive twelve (12) month period from January 1 to December 31. "City Assisted Units" shall mean those affordable rental units constructed on the Property, which are designated as Restricted Units subject to the 55-year Term of Affordability. ["City's Percentage" with reference to the Residual Receipts, shall mean percent (—%) of fifty percent (50%) of the total Residual Receipts from the Property as further described in section 5 hereof] "Closing Costs" shall mean: (i) In the case of a Sale, reasonable brokerage commissions payable to a broker as a result of the Sale, which shall not in any event exceed the customary amount charged for similar transactions in the immediate market place, costs of title insurance premiums, documentary stamp taxes, escrow fees, recording charges, loan repayment charges and other costs reasonably incurred with respect to the Property, in each case actually paid by Borrower as a condition of the Sale. (ii) In the case of a Refinancing, the reasonable and necessary costs of consummating such Refinancing, including, without limitation, loan fees, loan repayment charges, costs of title insurance premiums, escrow fees, recording fees and attorneys' fees. 2 55A-94 "Extremely Low Income" means an adjusted income which does not exceed thirty percent (30%) of the area median income for the Orange County, California PMSA, adjusted for household size, as published by HUD. "Gross Revenues" shall mean all revenues and receipts of every kind actually received by Borrower from operating the Property, and all parts thereof, including, but not limited to, income from both cash and credit transactions, rental from leased and/or subleased spaces and parking fees and charges, but not including security deposits and other tenant deposits, except to the extent such deposits are forfeited to the Borrower under the tenant's lease. Gross Revenues also includes any casualty insurance proceeds in excess of those used to restore the Property, and any rental interruption insurance proceeds. Any credit consideration shall be included in Gross Revenues at the time cash proceeds (principal and/or other) are received. Borrower shall establish and maintain accounts for the Gross Revenues (the "Project Accounts") that are segregated from revenues and income received by Borrower from all other projects. Gross Revenues shall also include all interest earned on the Project Accounts, and shall specifically exclude any capital contributions made by the Investor Limited Partner. "Inclusionary Deed of Trust" shall mean the deed of trust encumbering the Property, in the form attached to the Agreement as Exhibit C, which is incorporated herein by this reference, to be executed by Developer pursuant to section 6.1(e) of the Agreement in order to secure the Inclusionary Promissory Note. "Inclusionary Housing Funds" shall mean the money provided by the City from the Inclusionary Housing Fund for the construction of the City Assisted Units hereunder. "Inclusionary Loan" means a loan in the original principal amount of up to Three -million, one -hundred seventy thousand five hundred forty-seven dollars ($3,170,547) to be made to Developer by the City to be fixnded exclusively from the Inclusionary Housing Fund held by the City. "Interest" shall mean that the NOTE shall bear simple interest at the rate of Three percent (3%) per annum, from the date of issuance of the Certificate of Occupancy/Completion. "Low Income" means an adjusted income which does not exceed eighty percent (80%) of the area median income for the Orange County, California PMSA, adjusted for household size, as published by HUD. "Operating Expenses" shall mean the sum of the following: (i) payments of principal and interest and all other charges relating to the Senior Loan(s); property management fee not to exceed 5% [to confirm] of gross rents; 55A-95 (iii) owner administration fee not to exceed 5% of gross rents which will include Investor Limited Partner local administration fee of $5,500 per year and General Partner management fee of $12,000 per year pursuant to the Partnership Agreement, which shall increase by 3% per year; (iv) deposits into required reserves; (v) any deferred developer fee; (vi) all other actual, reasonable cash operating costs and expenses, calculated on an annual basis, that are directly attributable to managing and operating the Property, including, without limiting the generality of the foregoing, the following: costs and expenses for real and personal property taxes, special assessments or similar charges; water, fuel, electricity and other utilities; heating, ventilation and air conditioning expenses; labor; supplies; tools; equipment; insurance; advertising and marketing; accounting and legal fees; brokerage commissions and other leasing expenses; reasonable reserves for all anticipated expenses as approved by the City; and other such items constituting operation, maintenance and repair costs actually paid by the Borrower, subject to the following conditions: (a) Depreciation and amortization expenses shall not be considered Operating Expenses, except as otherwise provided herein; and, (b) Any expenses, compensation or fees paid to any affiliate of Borrower, excluding those payable under (iii), shall only be included as Operating Expenses to the extent they are not in excess of the reasonable expenses, compensation or fees that would be payable to unrelated third parties in arms -length transactions for similar services in the Orange County, California area; (vii) Any other expenses necessary to meet Senior Lender requirements, and requirements of the Investor Limited Partner, or its assignee, as set forth in Borrower's Amended and Restated Agreement of Limited Partnership dated as of [ 1 2020, as may be amended (the "Partnership Agreement"), or as may be permitted by CaI FIFA and California HCD, with the intent that all lenders entitled to payment of Residual Receipts will utilize a common calculation.. "Property" shall mean that property located at 609 North Spurgeon St., Santa Ana, California (to be re -designated as 301 East Santa Ana Boulevard) . "Refinancing" shall mean changing the then existing financing on the Property by, without limitation, modifying the interest rate and/or the term of the existing Senior Loan, increasing or reducing the amount of the existing Senior Loan, paying off the existing Senior 4 55A-96 Loan and obtaining a new Senior Loan, except for the payoff of the construction loan and its replacement with permanent financing as contemplated by that Commitment with California Community Reinvestment Corporation dated as of September 3, 2020, and any subsequent transfer of the loan in whole or in part by CCRC "Refinancing Proceeds" shall be disbursed as set forth in section 6 hereof. "Residual Receipts" shall mean the Gross Revenues from the Property for each year, less deductions for Operating Expenses from the same Property, applicable to each such year to the extent not previously deducted as an Operating Expense. "Sale" shall mean any transfer, assignment, conveyance or lease of the Property, or any portion thereof, or any interest therein by the Borrower. Sale includes a sale in condemnation or under threat thereof. Sale does not include dedications and grants of easements to public and private utility companies of the kind customary in real estate development. Notwithstanding anything to the contrary contained herein, a "Sale" shall not include any transaction not considered a "transfer' under section 13, or under Section 16.2 of the Agreement or as otherwise permitted under Section 16.3 or 16.4 of the Agreement. "Senior Loan" shall mean a loan from the Senior Lender concurrent to the Inclusionary Loan for payment of a portion of the acquisition and construction costs, and shall include any subsequent loan that refinances the initial Senior Loan. "Term of Affordability" or "Term" means the terms and conditions contained herein shall remain in effect for fifty-five (55) years from the date of issuance of the Certificate of Occupancy for the Project, or repayment of the Inclusionary Loan, whichever is longer. "Very Low Income" means an adjusted income which does not exceed fifty percent (50%) of the area median income for the Orange County, California PMSA, adjusted for household size, as published by HUD. 3. Loan Repavment. Borrower shall make payments to the City as provided in sections 5 (Residual Receipts), 6 (Refinancing Proceeds), 7 (Sale Proceeds) and 9 (Accelerated Loan Repayment) of this Note. 4. Operating Capital Improvement Loan. If the replacement reserve account ("Reserves") is depleted due to unforeseen repairs and the General Partner makes a loan to the Partnership, the Reserves must be fully funded prior to payment of said loan. The outstanding loan balance will be reflected in the annual report. 5. Annual Loan Repayment/ Residual Receipts. [To be Updated] 55A-97 a. Commencing on the date one hundred and fifty (150) days after the close of the initial Calendar Year following the issuance of the Certificate of Occupancy, and on or before the 150a' day of each Calendar Year thereafter, the Borrower shall thereafter make a loan payment, including any payment processing fee charged by the City's loan processor, as applicable, to the City annually, in the amount of the lesser of the outstanding balance due under this Note or the City's Percentage of the Residual Receipts, as provided herein. b. Within one hundred and fifty (150) days after the close of the initial Calendar Year, following the Issuance of the Certificate of Occupancy, and on or before the 150th day of each Calendar Year thereafter, the Borrower shall submit to the City an audited financial statement of Gross Revenues and Operating Expenses attributable to the Property for the applicable Calendar Year, along with a computation of the amount of the Residual Receipts applicable to such Calendar Year with which to make an Inclusionary Loan payment then due. c. [Except as otherwise provided, the Borrower shall pay to the City the City's Percentage of the Residual Receipts as payment of the City Inclusionary Loan until the City Inclusionary Loan has been fully repaid. At least fifty percent (50%) of the Residual Receipts shall remain with the Borrower, [with all Residual Receipts remaining with Borrower once the City Inclusionary Loan and other subordinate loans have been fully repaid]. d. Borrower shall retain fifty percent (50%) of the Residual Receipts. The other 50% shall be divided with [_] % applied to this City Inclusionary Loan, L--]% applied to [California HCD Loan], and [ ]% applied to [Ca1HFA Loan]. [As Borrower repays this Loan, the payment percentage applied to the remaining loans shall increase. e. The Residual Receipts payment shall be made no later than one hundred and fifty (150) days after the close of the Calendar Year. Such payment shall be applied first to any late fees, then to reduce the principal balance of the loans in accordance with Section 5(d) hereof] 6. Loan Repayment from Refinancing Proceeds. The Borrower shall make a loan payment to the City from every Refinancing that occurs during the term of this Note (other than refinancing of the Senior Loan), not to exceed the outstanding balance of principal on this Note, to the extent of the City's Percentage of the Refinancing Proceeds (if any), as follows: the cash proceeds from such Refinancing shall be applied first to pay Closing Costs; next, the amount necessary to pay in full the balance remaining on the Senior Loan and any deferred developer fee in full, as the Senior Lender may permit; and next, the Borrower shall pay to the City the City's Percentage of the Refinancing Proceeds to the extent of the outstanding balance on this Note and to other subordinate lenders any amounts due to them under their respective loan documents. All remaining Refinancing proceeds shall remain with the Borrower to the extent the outstanding balance (including interest) of the Note has been fully paid. Such payment shall be due on the date of such Refinancing, and shall be applied to reduce the principal balance of the Loan in accordance with this Section 6. The City shall not be required to reconvey the lien of the Deed of Trust if Refinancing Proceeds are insufficient to repay the Loan in full. 6 55A-98 Loan Repayment from Sale Proceeds. The Borrower shall make a loan payment, not to exceed the outstanding balance of principal on this Note, subject to section 14 herein, to the City from any Sale that occurs during the term of the Inclusionary Loan, to the extent of the City's Percentage of the Sale Proceeds, as follows: gross sale proceeds are applied first to pay Closing Costs; next, to pay in full the balance remaining on the Senior Loan; next, the amount necessary to pay any deferred developer fee in full; and next, the Borrower shall pay to the City the City's Percentage of the Refinancing Proceeds, not to exceed the outstanding amount of principal due on this Note. All remaining Sale Proceeds shall remain with the Borrower to the extent the outstanding balance (including interest) of the Note has been fully paid. Such payment shall be due on the date of such Sale, and shall be applied to reduce the principal balance of the Loan in accordance with this Section 7. The City shall not be required to reconvey the lien of the Deed of Trust if Sale Proceeds are insufficient to repay the Loan in full. S. Accelerated Loan Payment. The full principal amount outstanding shall be due and payable on the earlier to occur of the following: a. Sale or Refinancing of the Property as provided further in section 13 hereof, unless: (i) in the case of a Sale in which the Sale Proceeds are insufficient to repay in full the Inclusionary Loan, the City approves such sale and the purchaser assumes the balance of the Inclusionary Loan in accordance with the terms of this Note; or (ii) in the case of a Refinancing in which the Refinancing Proceeds (applied in accordance with Paragraph 6) are insufficient to repay in full the Inclusionary Loan, the City approves such Refinancing and the Borrower remains obligated pursuant to the terms of this Note; b. In the event of default (subject to any applicable notice and cure provisions) pursuant to any of the Loan Documents or the Senior Loan Documents; c. Any default (subject to any applicable notice and cure provisions) by Borrower as to any other loan or loans by City to Borrower with respect to the Property that is/are senior to the Loan in lien priority; or d. The date that is fifty-five (55) years after the date of execution of this Note. To the extent the Loan is not repaid by that date, the City agrees to review the performance of the Property and consider in good faith any reasonable request by Borrower to modify the terms or extend the Term of this Inclusionary Note, if applicable. 55A-99 9. Prepayment Borrower may prepay the outstanding principal balance under this Note, in whole or in part, at any time without penalty. However, the Affordability Covenants and Restrictions will remain for the entire Affordability Period of fifty-five (55) years. 10. Lawful Money. Principal is payable in lawful money of the United States of America. 11. Application of Payments; Late Charees. a. Any payments received by the City pursuant to the terms hereof shall be applied first to sums, other than principal, due the City pursuant to this Note, and the balance, if any, to the payment of principal. b. If any payment is not received by the City within ten (10) Business Days after Developer's receipt of written notice that such payment was not received when due; then in addition to the remedies conferred upon the City pursuant to this Note and the other Loan Documents: (i) a late charge of four percent (4%) of the amount due and unpaid will be added to the delinquent amount to compensate the City for the expense of handling the delinquency; and, (ii) the amount due and unpaid, excluding the late charge, shall bear interest at the highest annual rate which may lawfully be charged and collected under applicable law on the obligation, evidenced by this Note, computed from the date on which the amount was due and payable until paid. Without prejudice to the rights of the City hereunder, or under any of the other Loan Documents, Borrower shall indemnify the City against, and shall pay the City on demand, any expense or loss which it may sustain or incur as a result of the failure by Borrower to pay when due any installment of principal, fees, or other amounts payable to the City under this Note or any other Loan Document that exceeds the amount of the late charge described above, to the extent that any such expense or loss is not recovered pursuant to such foregoing provisions. A certificate of the City setting forth the basis for the determination of the amounts necessary to indemnify the City in respect of such expenses or direct loss, submitted to Borrower by the City, shall be conclusive and binding for all purposes except as immediately corrected by Borrower notice to City. 12. Security This Note is secured by the recorded Deed of Trust. 13. Acceleration by Reason of Transfer or Financing. a. In order to induce City to make the loan evidenced hereby, Borrower agrees that in the event of any transfer of the Property without the prior written consent of City (other than a transfer resulting from a foreclosure, or conveyance by deed in lieu of foreclosure, by the holder of the Senior Loan Deed of Trust), City shall have the absolute right at its option, without prior 8 55A-100 demand or notice, to declare all sums secured hereby immediately due and payable. Consent to one such transaction shall not be deemed to be a waiver of the right to require consent to future or successive transactions. City may grant or deny such consent in its sole discretion and, if consent should be given, any such transfer shall be subject to this section 13, and any such transferee shall assume all obligations hereunder and agree to be bound by all provisions contained herein. Such assumption shall not, however, release Borrower from any liability thereunder without the prior written consent of City. b. As used herein, "transfer" includes the Sale, agreement to sell, transfer or conveyance of the Property, or any portion thereof or interest therein, whether voluntary, involuntary, by operation of law or otherwise, the execution of any installment land sale contract or similar instrument affecting all or a portion of the Property, or the lease of all or substantially all of the Property. 'Transfer' shall not include the leasing of individual residential units on the Property, so long as Borrower complies with the provisions of the Agreement and the Affordability Covenants and Restrictions relating to such leasing activity, nor shall it include a conveyance of the Property to a limited partnership in which Borrower is a general partner, or to a corporation or limited liability company that is wholly owned by the Borrower or its affiliates and that is formed for the sole purpose of owning and operating the Property, or the sale back to the Borrower. In the event of any Refinancing or partial Refinancing in an amount in excess of the balance of the Senior Loan, without the prior written consent of City (which consent City may grant or deny in its sole discretion), then the entire outstanding balance of the Inclusionary Loan shall be repaid to the City at the time of each Refinancing or partial Refinancing. Additionally, a "Transfer" shall not include any transaction not considered a "transfer' under section 16.2 of the Agreement or which is otherwise permitted under Section 16.3 or 16.4 of the Agreement. 14. Event of Default. Subject to the provisions of Sections 21 and 23 hereof, the occurrence of any of the following shall be deemed to be an event of default which is not cured within the applicable time period described therein ("Event of Default") hereunder: (a) failure by Borrower to make any payments provided for herein, and if such default is not made good within ten (10) Business Days after Developer's receipt of written notice that such payment was not received when due; (b) failure by Borrower to perform any covenant or agreement in the Deed of Trust, the Agreement, or the Affordability Covenants and Restrictions within thirty (30) days after written demand therefor by City (or, in the event that more than thirty (30) days is reasonably required to cure such default, should Borrower fail to promptly commence such cure, and diligently and continuously prosecute same to completion); or (c) a default under the Senior Loan Deed of Trust that remains uncured after any applicable notice has been provided and the expiration of any applicable cure period therefore, if any, provided therein. 15. Remedies. Upon the occurrence of an Event of Default, after any applicable notice has been provided and the expiration of any applicable cure period, City may declare all sums evidenced hereby immediately due and payable by delivery to the Trustee named in the Deed of Trust securing this 9 55A-101 Note, and to Borrower, written declaration of default and demand for sale, and written notice of default and of election to cause the Property to be sold, which notice Trustee shall cause to be duly filed for record and City may foreclose on the Deed of Trust. City shall also deposit with Trustee the Deed of Trust, this Note and all documents evidencing expenditures secured thereby and evidenced hereby. Upon the occurrence of an Event of Default (and so long as such Event of Default shall continue), the entire balance of principal shall bear interest at the rate of the Note plus four percent (4%). No delay or omission on the part of the City in exercising any right under this Note or under any of the other Loan Documents shall operate as a waiver of such right. 16. Attorney Fees. If this Inclusionary Promissory Note is not paid when due or if any Event of Default occurs, Borrower promises to pay all costs of enforcement and collection, including, but not limited to, reasonable attorneys' fees, whether or not any action or proceeding is brought to enforce the provisions hereof. 17. Severability. Every provision of this Note is intended to be severable. In the event any term or provision hereof is declared by a court of competent jurisdiction, to be illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the balance of the terms and provisions hereof, which terms and provisions shall remain binding and enforceable. 18. Number and Gender. In this Note the singular shall include the plural and the masculine shall include the feminine and neuter gender, and vice versa, if the context so requires. 19. Non -recourse. The Inclusionary Loan is a nonrecourse obligation of the Borrower. Neither Borrower, nor its partners, nor any other person or entity shall have any personal liability for repayment of the Inclusionary Loan or for any other amounts under any of the documentation evidencing, securing or describing the Inclusionary Loan. The sole recourse of City under this Note and the Deed of Trust for repayment of the Inclusionary Loan and for such other amounts arising therefrom shall be the exercise of its rights against the Property and related security thereunder. 20. Subordination. It is hereby expressly agreed and acknowledged by Borrower and City that the Deed of Trust is a subordinate deed of trust, and that this Note is subject and subordinate to any Senior Deed of Trust. 21. Notice of Default. 10 55A-102 a. Subject to the applicable cure periods set forth in section 14, and subject to the further provisions of this section 21, failure or delay by the Borrower to perform any term or provision of this Note constitutes a default under this Note. The Borrower must commence to cure, correct, or remedy such failure or delay and shall complete such cure, correction or remedy with reasonable diligence. b. The City shall give written notice of default to the Borrower and the Investor Limited Partner (as defined in the Agreement) specifying the default complained of by the City. Delay in giving such notice shall not constitute a waiver of any default nor shall it change the time of default. c. Except in the case of a monetary event of default, the Borrower shall not be in default so long as it endeavors to complete such cure, correction or remedy with reasonable diligence, provided such cure, correction or remedy is completed within the applicable time period set forth herein after receipt of written notice (or such additional time as may be deemed by the City to be reasonably necessary to correct the default). d. Any failures or delays by the City in asserting any of its rights and remedies as to any default shall not operate as a waiver of any default or of any such rights or remedies. Delays by the City in asserting any of its rights and remedies shall not deprive the City of its right to institute and maintain any actions or proceedings that it may deem necessary to protect, assert, or enforce any such rights or remedies. e. If a monetary event of default occurs under the terms of this Note or the Deed of Trust, prior to exercising any remedies thereunder, City shall give Borrower written notice of such default. Borrower shall have a period of ten (10) Business Days after such notice is received within which to cure the default prior to exercise of remedies by City under this Note and the Deed of Trust. f If a non -monetary event of default occurs under the terms of this Note or the Deed of Trust, prior to exercising any remedies thereunder, City shall give Borrower notice of such default. If the default is reasonably capable of being cured within thirty (30) days, Borrower shall have such period to effect a cure prior to exercise of remedies by the City under this Note and the Deed of Trust. If the default is such that it is not reasonably capable of being cured within thirty (30) days, and Borrower: (i) initiates corrective action within said period; and, (ii) diligently, continually, and in good faith works to effect a cure as soon as possible, then borrower shall have such additional time as is reasonably necessary to cure the default prior to exercise of any remedies by City. In no event shall City be precluded from exercising remedies if its security becomes or is about to become materially jeopardized by any failure to cure a default or the default is not cured within one hundred and eighty (180) days after the first notice of default is given. 22. Insurance and Condemnation In the event of any fire or other casualty to the Property or eminent domain proceedings resulting in condemnation of the Property, or any part thereof, Borrower shall have the right to rebuild the Property, and to use all available insurance or condemnation proceeds therefor, 11 55A-103 provided that: (a) such proceeds are sufficient to keep the Inclusionary Loan in balance and rebuild the Property in a manner that provides adequate security to City for repayment of the Inclusionary Loan, or if such proceeds are insufficient, then Borrower shall have Raided any deficiency; (b) City shall have the right to approve plans and specifications for any major rebuilding, and the right to approve disbursements of insurance or condemnation proceeds for rebuilding under a construction escrow or similar arrangement; and, (c) no material uncured default then exists under this Note or the Deed of Trust. If the casualty or condemnation affects only part of the Property and total rebuilding is infeasible, then proceeds may be used for partial rebuilding and partial repayment of the Inclusionary Loan in a manner that provides adequate security for repayment of the remaining balance of the hnclusionary Loan. 23. Force Maieure. Notwithstanding specific provisions of this Note, performance hereunder shall not be deemed to be in default where delays or defaults are due to: war; terrorism; insurrection; strikes; lock -outs; riots; floods; earthquakes; fires; casualties; acts of God or other deities; acts of the public enemy; epidemics; quarantine restrictions; freight embargoes; lack of transportation; governmental restrictions or priority; litigation; unusually severe weather; inability to secure necessary labor, materials or tools; delays of any contractor or supplier; acts of the other party; acts or failure to act of the City or any other public or governmental Agency or entity (except that any act or failure to act of City shall not excuse performance by City); epidemic or pandemic; or any other causes beyond the reasonable control, or without the fault of the party claiming an extension of time to perform. An extension of time for any such cause shall be for the period of the enforced delay and shall commence to run from the time the party claiming such extension gives notice to the other party, provided notice by the party claiming such extension is given within thirty (30) days after the commencement of the cause. Times of performance under this Note may also be extended in writing by the City and the Borrower. 24. Assignments. The City, and the assignee of the City, shall have the right to assign this Note and the Deed of Trust securing this Note, without any further act of Borrower. The assignee shall give notice to Borrower as soon as practicable after such assignment. [Signature Page on Following Page] 12 55A-104 This hiclusionary Promissory Note is hereby agreed to and executed on the date first set forth above. WDie] III KG]Id/PINY LEGACY SQUARE, L.P., a California limited partnership By: NCRC Legacy MGP, LLC, a California limited liability company, its managing general partner By: National Community Renaissance of California, a California nonprofit public benefit corporation, its sole member and manager Michael Finn, Chief Financial Officer 13 55A-105 IWASM11:3117 Exhibit E.o Project Budget 55A-106 IWOMM11:31167 Exhibit Fee Scope of Work/Schedule of Performance 55A-108 EXHIBIT H SCOPE OF WORK & SCHEDULE OF PERFORMANCE Located at 609 N. Spurgeon Street, at the northwest comer of the intersection of French Street and E. Santa Ana Boulevard, the 1.74-acre Project site was home to Santa Ana United Methodist Church, a well -established anchor in the community. The Project site is one contiguous, rectangular shaped parcel which previously had two church buildings fronting Santa Ana Boulevard and a large surface parking lot located on the northern half of the site fronting French Street. Both church buildings have been demolished. 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 Proposed Project includes the development of a single residential building with 93 units surrounding an interior, landscaped courtyard. In total, the Project proposes 81,883 square feet of habitable residential building area and 29,297 square feet of open space. Developed at an overall density of 53.4 units per acre, there will be an estimated 30 1-bedroom units, 38 2-bedroom units, and 24 3-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 2nd, 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, 984 square foot leasing/property management office and 7,267 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 Santa Ana 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 direct 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. The Project proposes the Main Street Modem architectural style fronting Santa Ana Boulevard and the Mission Revival architectural style fronting the other three streets to be complementary with the church and the surrounding neighborhoods. The Main Street Modem design is intended to complement the OC Streetcar and activate the street frontage. The Project includes both wall and roof plane articulation, with an entry 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 comer 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, raised planters, drought -tolerant and native ground covers, breezeways and walkways for residents to access community spaces and the surrounding neighborhood. 55A-109 L SCHEDULE OF PERFORMANCE: 1. Insurance. Developer shall furnish or cause to be furnished appropriate certificates of insurance and/or endorsements to City which meet all requirements of the Agreement. B. PROJECT FINANCING As a Condition Precedent to disbursement of any portion of the loan, but no later than ten days after close of escrow. 1. Submission of Evidence of Financing. Developer shall submit Not later than thirty (30) days to City evidence of financing for the Project after allocation of tax credit financing by CTCAC. 2. Receipt of All Funding Commitments Necessary to Complete Not later than thirty (30) days Construction of the Improvements. Developer shall use its best before Construction Close. and good faith efforts to secure irrevocable funding commitments from TCAC, Senior Lender, and other available funding sources which when combined with the Loans shall equal no less than the total cost to construct the Improvements, as set forth in the approved Project Budget. Developer shall submit such commitments to City for review. 3. Approval of Developer' s Evidence of Financing. City must approve Developer' s evidence of financing as required by the Agreement. C. CONSTRUCTION OF IMPROVEMENTS Approval of Building Plans. Developer shall secure all required construction building plans permits from the City's Building and Safety Department. 2. Management Plan. Developer shall submit its proposed Management Plan to City for review and approval_ Not later than twenty (20) business days after receipt of a complete submittal from Developer No later than ten days after close of escrow. 180 days prior to obtaining Certificate of Completion. 55A-110 3. Approval of Management Plan. City shall review and approve, approve with conditions, or disapprove the Management Plan 4. Revision to Management Plan. Developer shall revise Management Plan if conditionally approved or disapproved by City. 5. Approval of Revised Management Plan. City shall review and approve, approve with conditions, or disapprove revised Management Plan. 6. Construction Progress Reports. During construction Developer shall prepare monthly written progress reports and submit to City Manager Not later than twenty (20) business days after receipt of a complete submittal from Developer Within fourteen (14) days of receipt of disapproved Management Plan from City. Within fourteen (14) days of receipt of a complete submittal of revised Management Plan from Developer, but not later than 120 days prior to project completion. Commencing thirty (30) days after start of the Construction work through completion. 7. Commencement of Construction of the Improvements. No later than 15 days after close of escrow Developer shall cause the Construction of the Improvements to be commenced by Contractor. 8. Completion of Construction of the Improvements. Developer shall complete all work of the Construction of the Improvements. On or before 24 months after the close of escrow (subject to extension by City based upon substantial progress toward completion of construction by Developer). 55A-111 The Schedule of Performance is subject to revision from time to time as mutually agreed upon in writing between Developer and the City Manager or his/her designee ("City Manager"), and City Manager is authorized on behalf of City to agree to make such revisions as he deems reasonably necessary. The City Manager, in his/her sole discretion, may elect to bring to the City Council for consideration and action any modifications to this Schedule of Performance. It is understood that the Schedule of Perfolmance is subject to all of the telms and conditions set forth in the text of the Agreement. The summary of the items of perfolmance in the Schedule of Performance is not intended to supersede or modify the more complete description in the text of the Agreement; in the event of any inconsistency between the Schedule of Performance and the text of the Agreement, the text shall govern. In the event the City Manager deems it necessary to bring to City Council for consideration one or more modifications to this Schedule of Performance, the discretion to do so is expressly reserved to the City Manager. The time periods set foI lh herein for City approval of plans and drawings and other submittals that are submitted to City by Developer shall only apply and commence upon Developer's complete submittal of all the required information. In no event shall an incomplete submittal by Developer trigger any City obligations of review and/or approval hereunder; provided, however, that City shall notify Developer of an incomplete submittal as soon as is practicable and in no event later than the applicable time set forth for City action on the particular item in question. If any of the foregoing performance measurements are not met then it will be deemed a default as defined in Section 20 and any remedies shall be cured according to said Section of the Agreement. 55A-112 IWOMM11:31167 Exhibit Go. Form of Residual Receipts Report 55A-113 EXHIBIT G FORM OF RESIDUAL RECEIPTS REPORT Community Development Agency of the City of Santa Ana Residual Receipts Report for the Year Ending, Date Prepared Please complete the following information and execute the certification atthe bottom of this form. Annual Proiect Revenue Please report Annual Project Revenue for the year ending on the following lines: Rent Payments (including Section 8 tenant assistance payments, if any) Interest Income (do not include interest income from replacement and operating reserves nor interest income on tenant security deposits) Additional Income (for example, vending machine income, tenant forfeited deposits, laundry income not paid to the residents' association) Total Annual Project Revenue (Add lines 1, 2, and 3) Oneratina Exnenses' Please report Operating Expenses incurred for the year ending on the following lines: Operating and Maintenance Expenses Utilities Property Management Expenses and On -Site Staff Payroll Administrative Expenses Property Taxes Insurance (2) $ (4) (6) (7) $ (8) (9) (10) $ 55A-114 Other Expenses Please list these expenses: Total Annual Operating Expenses for the Housing Project (Add lines 5, 6, 7, 8, 9, 10, and 11) Net Operating Income (Subtract Line 12 from Line 4) Do not include expense unrelated to the operation ofthe Rental Portion of the Project, such as depreciation, amortization, accrued principal and interest expense on deferred payment debt, or capital expenditures. Additional Cash Flow Payments Obligated First Mortgage Debt Service Payments (as approved by the Agency and other parties that may have such approval rights) and Obligated Secondary Subordinate Debt Service Payments (as approved by the Agency and other parties that may have such approval rights) Scheduled Deposits to Reserves (as approved by the Agency) Additional Payment Obligations (such as partnership management fees, deferred developer fees, or repayments on loans to partners, as approved by the Agency to have priority over Residual Receipt Payment to the Agency) Total Additional Cash Flow Payments (Add lines 14, 15, and 16) Residual Receipts for Year Ending (Subtract Line 17 from Line 13) Percentage of Residual Receipts to be Paid to the Agency (as shown in the Promissory Note by and between the Agency and Borrower dated Amount Payable to the Agency (Multiply Line 18 by Line 19) (12) $ (13) $ (14) $ (15) $ (16) $ (17) $ (18) $ (19) % (20) $ The amount payable to the Agency listed on Line 20 is subject to payment according to the terms of the Promissory Note by and between the Agency and Borrower dated . If Line 20 is $0.00 or negative, you owe nothing to the Agency this year. If Line 20 is apositive number, remit check payable to and attach to this report. 55A-115 EXHIBIT 6 RECORDING REQUESTED BY ) �� AND WHEN RECORDED MAIL TO: ) Buchalter, a Professional Corporation ) 1000 Wilshire Blvd., Suite 1500 ) Los Angeles, CA 90017 ) Attention: Mercedes O. Martin, Esq. ) [Space Above This Line For Recording SUBORDINATION AGREEMENT This SUBORDINATION AGREEMENT (this "Agreement') dated as of [December 2020], is executed by and among (i) BAND OF AMERICA, N.A., a national banking association ("Majority Owner"), (ii) the CITY OF SANTA ANA, a charter city and municipal corporation ("Subordinate Lender"), (iii) LEGACY SQUARE, L.P., a California limited partnership (`Borrower"), and (iv) WILMINGTON TRUST, N.A., a national association, (`Bond Trustee", and together with the Majority Owner as senior lender sometimes collectively referred to heroin as "Senior Lender"). RECITALS: A. Reference is made to that certain (i) S[ ] California Statewide Communities Development Authority Multifamily Housing Revenue Bonds (Legacy Square Apartments) 2020 Series X, and (ii) $[_ ] California Statewide Communities Development Authority Multifamily Housing Revenue Bonds (Legacy Square Apartments) 2020 Series X-T (Taxable) (collectively, the "Bonds") issued by California Statewide Communities Development Authority, a joint exercise of powers agency duly organized and existing under the laws of the State of California (the "Issuer"), in the aggregate principal amount of'[_]. The Bonds are being issued pursuant to a certain Trost Indenture dated on or about the date hereof (the "Indenture") by and between Issuer and Bond Trustee. Pursuant to that certain Loan Agreement dated on or about the date hereof (the "Senior Loan Agreement") by and among Borrower, Bond Trustee and Issuer, Issuer has agreed to make a loan to Borrower (the "Senior Loan"), funded with proceeds of the sale of the Bonds. B. The obligations of Borrower for repayment of the Senior Loan are evidenced by (i) a certain Promissory Note Secured by Deed of Trust dated on or about the date hereof, made by Borrower to the order of Issuer in the original principal amount of S[, and (ii) a certain Promissory Note Secured by Deed of Trust dated on or about the date hereof, made by Borrower to the order of Issuer in the original principal amount of $[ ] (collectively, the "Senior Note") and secured by, among other things, that certain Construction and Permanent Leasehold Deed of Trust with Assignment of Rents, Security Agreement and Fixture Filing dated [BN 423?9799e2 Suhordinauon Agreement — I,agacy Squaw I 55A-116 iM:cu:31r:1 on or about the date hereof (the "Senior Deed of Trust"), executed by Borrower, as trustor, for the benefit of Issuer, as beneficiary, and being recorded substantially Concurently herewith in the Official Records of Orange County, California (the "Official Records"). Senior Lender requires that the Senior Deed of Trust shall be the first mortgage lien (specifically excluding the Unsubordinated Regulatory Agreement, as defined below) on Borrower's interest in certain land located in Santa Ana, California and more particularly described on Exhibit A attached hereto (the "Property"). Pursuant to that certain Assignment of Deed of Tr0.St and Related Documents dated on or about the date hereof (the "Assignment of Deed of Trust") made by Issuer, as assignor, in favor of Bond Trustee, as assignee, and being recorded substantially concurrently herewith in the Official Records, Issuer has assigned and is assigning to Bond Trustee all of the Issuer's right, title and interest in, to and under, among other things, the Senior Loan Agreement, the Senior Note and the Senior Deed of Trust. Also in connection with the Bonds, Borrower, Issuer and Bond Trustee have executed that certain Regulatory Agreement and Declaration of Restrictive Covenants (the `Bond Regulatory Agreement"), dated on or about the date hereof, to be recorded substantially concurrently herewith in the Official Records. The Senior Loan Agreement, the Senior Note, the Senior Deed of Trust, Bond Regulatory Agreement and all other documents evidencing or securing the Senior Loan are collectively referred to herein as the "Senior Loan Documents," including without limitation the Permanent Loan Documents on and after the Conversion Date (as such terns are defined below). C. The Borrower has requested the Senior Lender to permit the Subordinate Lender to make a loan to Borrower in the aggregate principal amount of $[3,170,547] (the "Suhordinate Loan"), made pursuant to that certain Loan Agreement, dated on or about the date hereof, by and between Borrower and Subordinate Lender (tire "Subordinate Loan Agreement"), and to secure the Subordinate Loan by, among other things, placing a junior mortgage lien against the Property. D. Senior Lender has agreed to permit the Subordinate Loan and to allow the subordinate mortgage lien against the Property subject to all of the conditions contained in this Agreement (specifically excluding the Unsubordinated Regulatory Agreement, as defined below). E. NBorrower satisfies the "Conversion Conditions" contained in that certain Bond Purchase Agreement dated on or about the date hereof (the `Bond Purchase Agreement") by and between Borrower, Majority Owner, and California Community Reinvestment Corporation, a California nonprofit public benefit corporation ("Permanent Lender"), Permanent Lender will purchase a portion of the Bonds and the Senior Loan will convert to a tern loan on the Conversion Date (as defined in the Bond Purchase Agreement). On the Conversion Date, Permanent Lender and Borrower will purchase the Senior Loan Documents (as hereinafter defined), and the holder of the Construction Note shall become the Senior Lender hereunder. All documents evidencing or otherwise relating to the Permanent Loan are collectively referred to herein as the "Permanent Loan Documents." AGREEMENTS: NOW, TIIEREEORE., in order to induce the Senior Lender to make the Senior Loan to finance the development of the Property, and to permit the Subordinate Lender to make the Suhm in.mion Apium m — 1,q,acy Square 2 55A-117 i0:cu:31r:1 Subordinate Loan to Borrower and to place a subordinate mortgage lien against the Property, and for other consideration the receipt and sufficiency of which is acknowledged, the Senior Lender, the Subordinate Lender and the Borrower agree as follows: i. Recitals. The recitals set forth above are incorporated herein by reference. 2. Definitions. In addition to the terns defined in the Recitals to this Agreement, for purposes of this Agreement the following terms have the respective meanings set forth below: "Affiliate" means, when used with respect to a Person, any corporation, partnership, joint venture, limited liability company, limited liability partnership, trust or individual controlled by, under common control with, or which controls such Person (the term "control" for these purposes shall mean the ability, whether by the ownership of shares or other equity interests, by contract or otherwise, to elect a majority of the directors of a corporation, to make management decisions on behalf of, or independently to select the managing partner of, a partnership, or otherwise to have the power independently to remove and then select a majority of those individuals exercising managerial authority over an entity, and control shall be conclusively presumed in the case of the ownership of 50% or more of the equity interests). "Borrower" means the Person named as such in the first paragraph on page 1 of this Agreement, any successor or assign of Borrower, including without limitation, a receiver, trustee or debtor - in -possession and any other Person (other than Senior Lender) who acquires title to the Property after the date of this Agreerent. "Business Day" means any day other than Saturday, Sunday or a day on which tine Senior Lender or Subordinate Lender is not open for business. "Default Notice" means: (a) a copy of the written notice from the Senior Lender to the Borrower stating that a Senior Loan Default has occurred under the Senior Loan; or (b) a copy of the written notice from the Subordinate Lender to the BOITOWer stating that a Subordinate Loan Default has occurred under the Subordinate Loan. Each Default Notice shall specify the default upon which such Default Notice is based. "Majority Owner" has the nncaning set forth for such tern in the introductory paragraph to this Agreement; provided, however, that from and after the Conversion Date, all references herein to "Majority Owner" shall mean the Permanent Lender, and its successors and/or assigns. "Person" means an individual, an estate, a trust, a corporation, a partnership, a limited liability company or any other organization or entity (whether governmental or private). "Senior Lender" means the Person named as such in the first paragraph on page 1 of this Agreement. When any other Person(s) becomes the legal holder(s) of the Senior Note, such other Subnrdinstian A-reem<in Lcgscv Square 3 55A-118 iW:cu:110:1 Person(s) shall automatically become the Senior Lender. From and after the Conversion Date, the Permanent Lender, and its successors and/or assigns, shall become the Senior Lender hereunder. "Senior Loan Default" means the occurrence of an "Event of Default" as that tern is defined in the Senior Loan Documents. "Subordinate Lender" means the Person named as such in the first paragraph on page 1 of this Agreement, any successor or assign of Subordinate Lender, including without limitation, a receiver, trustee or debtor -in -possession and any other Person who becomes the legal holder of the Subordinate Note after the date of this Agreement. "Subordinate Loan Agreement" means the loan agreement dated on or about the date hereof by and between Borrower and Subordinate Lender in the aggregate principal amount of $[3,170,547]. "Subordinate Loan Default" means a default by Borrower in performing or observing any of the terms, covenants or conditions in the Subordinate Loan Documents or the Unsubordinated Regulatory Agreement to be perf'ornned or observed by it, which continues beyond any applicable period provided in the Subordinate Loan Documents or the Unsubordinated Regulatory Agreement for curing the default. "Subordinate Loan Documents" means the Subordinate Note, the Subordinate Mortgage, the Subordinate Loan Agreement, and all other documents evidencing, securing or otherwise executed and delivered in connection with the Subordinate Loan, provided, however, the Unsubordinated Regulatory Agreement is not a Subordinate Loan Document for purposes of this Agreement. "Subordinate Mortgage" means that certain Inclusionary Leasehold Deed of Trust and Assignment of Rents dated as of [_, 2020]. encumbering the Borrower's interests in the Property as security for the Subordinate Loan, to be recorded in the Official Records substantially concurrently herewith. "Subordinate Note" means the promissory note dated on or about the date hereof, issued by Borrower to Subordinate bender, or order, to evidence the Subordinate Loan. "Unsubordinated Regulatory Agreement" means the Affordability Restrictions on Transfer of Property dated on or about the date hereof, by Borrower for the benefit of Subordinate Lender, in connection with the Subordinate Loan, encumbering the property and to be recorded in first position concurrently herewith in the Official Records. 3. Permission to Place Mortgage Lien Against Property. The Senior Lender agrees, notwithstanding the prohibition against inferior liens on the Property contained in the Senior Loan Documents or the Permanent Loan Documents and subject to the provisions of this Agreement, to pennit the Subordinate Lender to record or retain the Unsubordinated Regulatory Agreement, the Subordinate Mortgage and other recordable Subordinate Loan Documents against the Property (which, with the exception of the tiuhonlinalfon A�recment Legacy Syuam 4 55A-119 i0:cu:31r:1 Unsubordinated Regulatory Agreement, is subordinate in all respects to the lien of the Senior Deed of Trust, only) to secure the Borrower's obligation to repay the Subordinate Note and all other obligations, indebtedness and liabilities of the Borrower to the Subordinate Lender under and in connection with the Subordinate Loan. Such permission is subject to the condition that each of the representations and warranties made by the Borrower and the Subordinate Lender in Section 3 is true and correct on the date of this Agreement. If any of the representations and warranties made by the Borrower and the Subordinate Lender in Section 3 is not true and correct on the date of this Agreement, the provisions of the Senior Loan Documents and Permanent Loan Documents applicable to unpermitted liens on the Property shall apply. 4. Borrower's and Subordinate Lender's Representations and Warranties. Borrower and Subordinate Lender each makes the following representations and warranties to Senior Lender: (a) Relationship of Borrower to Subordinate Lender and Senior Lender. Subordinate Lender is not an Affiliate of Borrower and is not in possession of any facts which would lead it to believe that Senior Lender is an Affiliate of Borrower- (b) Tern. The term of the Subordinate Note does not end before the stated term of the Senior Note. (c) Subordinate Loan Documents. The executed Subordinate Loan Documents are substantially in the same fonus as those reviewed by Senior Lender prior to the date of this Agreement. Upon execution and delivery of the Subordinate Loan Documents, Borrower shall deliver to Senior Lender an executed copy of each of the Subordinate Lorin DocrurIents, certified to be true, correct and complete (d) Senior Loan Documents. The executed Senior Loan Documents will be substantially in the same forms as those reviewed by Subordinate Lender prior to the date of this Agreement. Upon execution and delivery of the Senior Loan Documents, Borrower shall deliver to Subordinate Lender an executed copy of each of the Senior Loan Documents, certified to be true, correct and complete. 5. Terms of Subordination. (a) Agreement to Subordinate. The Senior Lender and the Subordinate Lender agree that: (i) the indebtedness evidenced by the Subordinate Loan Documents is and shall be subordinated in right of payment, to the extent and in the manner provided in this Agreement to the prior payment in full of the indebtedness evidenced by the Senior Loan Documents, and (ii) the Subordinate Mortgage and the other Subordinate Loan Documents are and shall be subject and subordinate in all respects to Subordination Agnsmam— epnc% Syuere 5 55A-120 iM:cu:31r:1 the liens, terms, covenants and conditions of the Senior Deed of 'trust and the other Senior Loan Documents and to all advances heretofore made or which may hereafter be made pursuant to the Senior Deed of Trust and the other Senior Loan Documents (including but not limited to, all sums advanced for the purposes of (1) protecting or further securing the lien of the Senior Deed of Trust, curing defaults by the Borrower under the Senior Loan Documents or for any other purpose expressly permitted by the Senior Deed of Trust, or (2) constructing, renovating, repairing, furnishing, fixturing or equipping the Property). (b) Subordination of Subrogation Rights. The Subordinate Lender agrees that if, by reason of its payment of real estate taxes or other monetary obligations of the Borrower, or by reason of its exercise of any other right or remedy under the Subordinate Loan Documents, it acquires by right of subrogation or otherwise a lien on the Property which (but for this subsection) would be senior to the lien of the Senior Deed of Trust, then, in that event, such lien shall be subject and subordinate to the lien of the Senior Deed of Trust. (c) Payments Before Senior Loan Default. Until the Subordinate Lender receives a Default Notice of a Senior Loan Default from the Senior Lender, Subordinate Lender shall be entitled to retain for its own account all payments made under or pursuant to the Subordinate Loan Documents. (d) Payments After Senior Loan Default. Borrower agrees that, after it receives a Default Notice (or otherwise acquires knowledge) of a Senior Loan Default, it will not make any payments under or pursuant to the Subordinate Loan Documents (including but not limited to principal, interest, additional interest, late payment charges, default interest, attorneys' fees, or any other sums secured by the Subordinate Loan Documents) without Senior Lender's prior written consent. Subordinate Lender agrees that, after it receives a Default Notice from Senior Lender with written instructions directing Subordinate Lender not to accept payments from Borrower on account of the Subordinate Loan, it will not accept any payments under or pursuant to the Subordinate Loan Documents or the Unsubordinated Regulatory Agreement (including but not limited to principal, interest, additional interest, late payment charges, default interest, attorneys' fees, or any other sums secured by the Subordinate Loan Documents) without Senior Lender's prior written consent. If Subordinate Lender receives written notice from Senior Lender that the Senior Loan Default which gave rise to Subordinate Lender's obligation not to accept payments has been cured, waived, or otherwise suspended by Senior Lender, the restrictions on payment to Subordinate Lender in this Section 5 shall terminate, and Senior Lender shall have no right to any subsequent payments made to Subordinate Lender by Borrower prior to Subordinate Lender's receipt of a new Default Notice from Senior Lender in accordance with the provisions of this Section 5(d). (e) Remitting Subordinate Loan Payments to Senior Lender. If, after Subordinate Lender receives a Default Notice from Senior Lender in accordance with Section 5(d), Subordinate Lender receives any payments under the Subordinate Loan Subonllna�Ion Aerecmnn Lgacy Square 6 55A-121 iM:cu:31r:1 Documents, Subordinate Lender agrees that such payment or other distribution will be received and held in trust for Senior Lender and unless Senior Lender otherwise notifies Subordinate Lender in writing, will be promptly remitted, in kind to Senior Lender, properly endorsed to Senior Lender, to be applied to the principal of, interest on and other amounts due under the Senior Loan Documents in accordance with the provisions of the Senior Loan Documents- By executing this Agreement, Borrower specifically authorizes Subordinate Lender to endorse and remit any such payments to Senior Lender, and specifically waives any and all rights to have such payments returned to Borrower or credited against the Subordinate Loan. Borrower and Senior Lender acknowledge and agree that payments received by Subordinate Lender, and remitted to Senior Lender under this Section 5, shall not be applied or otherwise credited against the Subordinate Loan, nor shall the tender of such payment to Senior Lender waive any Subordinate Lour Default which may arise from the inability of Subordinate Lender to retain such payment or apply such payment to the Subordinate Loan. (f) intentionally Omitted. (g) Affordability Restrictions Following Foreclosure of Senior Deed of Trust. Subordinate Lender agrees that, although the Unsubordinated Regulatory Agreement remains senior to the lien of the Senior Deed of Trust, in the event title to the Property is transferred as a result of a foreclosure, a deed in lieu of foreclosure or other realization upon the Property under the Senior Loan Documents, notwithstanding anything to the contrary contained in the Unsubordinated Regulatory Agreement, 92 of the units subject to restriction under the Unsubordinated Regulatory Agreement shall be restricted for rental to and occupancy by households whose income does not exceed 60% of the area median income for the Orange County, California PMSA, adjusted for household size, as published by the U.S. Department of Housing and Urban Development, and rent in such units shall be restricted to the product of 30% of 60% of the area median income adjusted for family size appropriate for the unit. 6. Default Under Subordinate Loan Documents or the Unsubordinated Regulatory Agreement. (a) Notice of Subordinate Loan Default and Cure Rights. Subordinate Lender shall deliver to Senior Lender a Default Notice within five (5) Business Days in each case where Subordinate Lender has given a Default Notice to BOITOwet-. Failure of Subordinate Lender to send a Default Notice to Senior Lender shall not prevent the exercise of Subordinate Lender's rights and remedies under the Subordinate Loan Documents or the Unsubordinated Regulatory Agreement, subject to the provisions of this Agreement. Senior Lender shall have the right, but not the obligation, to cure any Subordinate Loan Default within ninety (90) days following the date of such notice-, provided, however that Subordinate Lender shall be entitled, during such 90-day period, to continue to pursue its rights and remedies under the Subordinate Loan Documents or the Unsubordinated Regulatory Agrcemcnt to the extent permitted under Section 6(b). All amounts paid by Senior Lender in accordance with the Senior Loan Documents to cure a Subordinate Loan Default shall be deemed to have been advanced by Senior Lender pursuant to, and shall be secured by, the Senior Loan Agreement and the Senior Security instrument. SuI... Id nmiou Agrcemcnt-1 rgacy tiqumw 7 55A-122 iW:cu:110:1 (b) Subordinate Lender's Agreement to Standstill. If a Subordinate Loan Default occurs and is continuing, the Subordinate Lender agrees that it will not accelerate the Subordinate Loan, commence foreclosure proceedings with respect to the Property, collect rents, appoint (or seek the appointment of) a receiver or institute any other collection or enforcement action specifically related to the enforcement of any terns of the Subordinate Loan Documents or the Unsubordinated Regulatory Agreement without first giving at least ninety (90) days' notice of a default under the Subordinate Loan and Subordinate Lender's intent to exercise one of the preceding actions; provided, however, that such limitation on the remedies of Subordinate Lender shall not derogate or otherwise limit Subordinate Lender's rights, following an event of default under the Subordinate Loan Documents to (a) compute interest on all amounts due and payable under the Subordinate Loan at the default rate described in the Subordinate Loan Documents, (b) compute prepayment premiums and late charges, (c) enforce against any person, other than Borrower and any guarantors or indemnitors under the Senior Loan Documents, any guaranty of the obligations of Borrower under the Subordinate Loan, and (d) seek specific performance to enforce covenants and agreements of Borrower relating to income, rent, or affordability restrictions contained in the Unsubordinated Regulatory Agreement, and (e) appear in, defend or bring an action in connection with the Property in Subordinate Lender's capacity as a municipal authority to the extent required by law. (c) Cross Default. The Borrower and the Subordinate Lender agree that a Subordinate Loan Default shall constitute a Senior Loan Default under the Senior Loan Documents and the Senior Lender shall have the right to exercise all rights or remedies under the Senior Loan Documents in the same manner as in the case of any other Senior Loan Default. If the Subordinate Lender notifies the Senior Lender in writing that any Subordinate Loan Default of which the Senior Lender has received a Default Notice has been cured or waived, as determined by the Subordinate Lender in its sole discretion, then provided that Senior Lender has not conducted a sale of the Property pursuant to its rights under the Senior Loan Documents, any Senior Loan Default under the Senior Loan Documents arising solely from such Subordinate Loan Default shall be deemed cured, and the Senior Loan shall be reinstated, provided, however, that the Senior Lender shall not be required to return or otherwise credit for the benefit of the Borrower any default rate interest or other default related charges or payments received by the Senior Lender during such Senior Loan Default. 7. Default Under Senior Loan Documents. (a) Notice of Senior Loan Default and Cure Rights. The Senior Lender shall deliver to the Subordinate Lender a Default Notice within five (5) Business Days in each case where the Senior Lender has given a Default Notice to the Borrower. Failure of the Senior lender to send a Default Notice to the Subordinate Lender shall not prevent the exercise of the Senior Lender's rights and remedies under the First Mortgage Loan Documents, subject to the provisions of this Agreement. The Subordinate Lender shall have the right, but not the obligation, to cure any such Senior Loan Default as provided below. Subordinate Lender may have up to thirty (30) days from the date of the Default Notice to cure S uboali nation Agrv��nenl—Legacy Square A 55A-123 iW:cu:110:1 any monetary default under the Senior Loan Documents; provided, however, that the Senior Lender shall be entitled during such 30-day period to continue to pursue its remedies with respect to the Property. 'Subordinate Lender may have up to sixty (60) days from the date of the Default Notice to cure a non -monetary default if during such 60-day period Subordinate Lender keeps current all payments required by the Senior Loan Documents. hi the event that such a non - monetary default creates an unacceptable level of risk relative to the Property, or Senior Lender's secured position relative to the Property, as determined by Senior Lender in its sole discretion, then Senior Lender may exercise during such 60-day period all available rights and remedies to protect and preserve the Property and the rents, revenues and other proceeds from the Property. All amounts paid by the Subordinate Lender to the Senior Lender to cure a Senior Loan Default shall be deemed to have been advanced by the Subordinate Lender pursuant to, and shall be secured by the lien of, the Subordinate Mortgage (b) Cross Default. The Subordinate Lender agrees that, notwithstanding any contrary provision contained in the Subordinate Loan Documents, a Senior Loan Default shall not constitute a default under the Subordinate Loan Documents if no other default occurred under the Subordinate Loan Documents until either (i) the Senior Lender has accelerated the maturity of the Senior Loan, or (ii) the Senior Lender has taken affirmative action to exercise its rights under the Senior to collect rent, to appoint (or seek the appointment of) a receiver or to foreclo.se on (or to exercise a power of sale contained in) the Senior. At any time after a Senior Loan Default is determined to constitute a default under the Subordinate Loan Documents, the Subordinate Lender shall be permitted to pursue its remedies for default under the Subordinate Loan Documents, subject to the restrictions and limitations of this Agreement. If at any time the Borrower cures any Senior Loan Default to the satisfaction of the Senior Lender, as evidenced by written notice from the Senior lender to the Subordinate Lender, any default under the Subordinate Loan Documents arising solely from such Senior Loan Default shall be deemed cured and the Subordinate Loan shall be retroactively reinstated as if such Senior Loan Default had never occurred. 8. Conflict. 'I he Borrower, the Senior Lender and the Subordinate Lender each agrees that, in the event of any conflict or inconsistency between the terms of the Senior Loan Documents, the Subordinate Loan Documents and the terms of this Agreement, the terms of this Agreement shall govern and control solely as to the following: (a) the relative priority of the security interests of the Senior Lender and the Subordinate Lender in the Property; (b) the timing of the exercise of remedies by the Senior Lender and the Subordinate Lender under the Senior and the Subordinate Mortgage, respectively; and (c) solely as between the Senior Lender and the Subordinate Lender, the notice requirements, cure rights, and the other rights and obligations which the Senior Lender and the Subordinate Lender have agreed to as expressly provided in this Agreement. Borrower acknowledges that the terms and provisions of this Agreement shall not, and shall not be deemed to: extend Borrower's time to cure any Senior Loan Default or Subordinate Loan Default, as the case may be; give the Borrower the right to notice of any Senior Loan Default or Subordinate Loan Default, as the case may be other than that, if any, provided, respectively under the Senior Loan Documents or the Subordinate Loan Documents; or create any other right or benefit for Borrower as against Senior Lender or Subordinate Lender. Subordination Agmcmont— LcFacy Squaic 9 55A-124 iW:cu:110:1 9. Rights and Obligations of Subordinate Lender Under the Subordinate Loan Documents and of Senior Lender tinder the Senior Loan Documents. Subject to each of the other tens of this Agreement, all of the following provisions shall supersede any provisions of the Subordinate Loan Documents covering the same subject matter: (a) Protection of Security Interest. The Subordinate Lender shall not, without the prior written consent of the Senior Lender in each instance, take any action which has the effect of increasing the indebtedness outstanding under, or secured by, the Subordinate Loan Documents, except that the Subordinate Lender shall have the right to advance fiords to cure Senior Loan Defaults pursuant to Section 6(a) above and advance funds pursuant to the Subordinate Mortgage for the purpose of paying real estate taxes and insurance premiums, making necessary repairs to the Property and curing other defaults by the Borrower under the Subordinate Loan Documents. (h) Condemnation or Casualty. In the event of: a taking or threatened taking by condemnation or other exercise of eminent domain of all or a portion of the Property (collectively, a "Taking"); or the occurrence of a fire or other casualty resulting in damage to all or a portion of the Property (collectively, a "Casualty"), at any time or times when the Senior Deed of Trust remains a lien on the Property the following provisions shall apply: (1) The Subordinate Lender- hereby agrees that its rights (under the Subordinate Loan Documents or otherwise) to participate in any proceeding or action relating to a Taking and/or a Casualty, or to participate or join in any settlement of, or to adjust, any claims resulting from a Taking or a Casualty shall be and remain subordinate in all respects to the Senior Lender's rights under the Senior Loan Documents with respect thereto, and the Subordinate Lender shall be bound by any settlement or adjustment of a claim resulting from a Taking or a Casualty made by the Senior Lender; provided, however, this subsection and/or anything contained in this Agreement shall not limit the rights of the Subordinate Lender to file any pleadings, documents, claims or notices with the appropriate court with jurisdiction over the proposed Taking and/or Casualty; and (2) all proceeds received or to be received on account of a Taking or a Casualty, or both, shall be applied (either to payment of the costs and expenses of repair and restoration or to payment of the Senior Loan) in the manner determined by the Senior Lender in its sole discretion; provided, however, that if the Senior Lender elects to apply such proceeds to payment of the principal of, interest on and other amounts payable under the Senior Loan, any proceeds remaining after the satisfaction in full of the principal ol; interest on and other amounts payable under the Senior Loan shall be paid to, and may be applied by, the Subordinate Lender in accordance with the applicable provisions of the Subordinate Loan Documents, provided however, the Senior Lender agrees to consult with the Subordinate Lender in determining the application of Casualty proceeds, provided further however that in the event of any disagreement between the Senior $ubo,,h,imion Agieemeni— Icgucy Square 55AI-125 i0:cu:31r:1 Lender and the Subordinate Lender over the application of Casualty proceeds, the decision of the Senior Lender, in its sole discretion, shall prevail. (c) No Modification of Subordinate Loan Documents. The Borrower and the Subordinate Lender each agrees that, until the principal of, interest on and all other amounts payable under the Senior Loan Documents have been paid in full, it will not, without the prior written consent of the Senior Lender in each instance, increase the amount of the Subordinate Loan, increase the required payments due under the Subordinate Loan, decrease the team of the Subordinate Loan, increase the interest rate on the Subordinate Loan, or otherwise amend the Subordinate Loan terms in a manner that creates an adverse effect upon the Senior Lender under the Senior Loan Documents. Any unauthorized amendment of the Subordinate Loan Documents or assignment of the Subordinate Lender's interest in the Subordinate Loan without the Senior Lender's consent shall be void ab initio and of no effect whatsoever and Subordinate Lender agrees that it shall not transfer or assign the Subordinate Loan or the Subordinate Loan Documents without the prior written consent of the Senior Lender. 10. Conversion, Modification or Refinancing of Senior Loan. The Subordinate Lender consents to any agreement or arrangement in which the Senior Lender waives, postpones, extends, reduces or modifies any provisions of the Senior Loan Documents, including any provision requiring the payment of money. Subordinate Lender further agrees that its agreement to subordinate hereunder shall extend to the Permanent Loan Documents, as well as to any new mortgage debt which is for the purpose of refinancing all or any part of the Senior Loan (including reasonable and necessary costs associated with the closing and/or the refinancing) so long as the new mortgage debt does not increase the maximum principal amount of the Senior Loan and, in the event of new mortgage debt, Subordinate Lender shall execute and deliver to Senior Lender a new subordination agreement on the same terms and conditions as this Subordination Agreement. Notwithstanding anything to the contrary in this Section 10, or in Section 5(a) above, the Senior Lender shall not, without the prior written consent of the Subordinate Lender in each instance, which shall not be unreasonably withheld, take any action which has the effect of increasing the indebtedness outstanding under, or secured by, the Senior Loan Documents, increasing the required payments due under the Senior Loan, decreasing the term of the Senior Loan, or increasing the interest rate on the Senior Loan, except that the Senior Lender shall have the right to advance funds to core Subordinate Loan Defaults pursuant to Section 6(a) above and advance fiords pursuant to the, Senior for the purpose of paying real estate taxes and insurance premiums, making necessary repairs to the Property and curing other defaults by the Borrower under the Senior Loan Documents. From and after the Conversion Date, all the terms and covenants of this Agreement shall more to the benefit o[' any holder of the Penmanent Loan; and all references to the Senior Loan, the Senior Note and the Senior Loan Documents shall mean, respectively, the Permanent Loan, the Permanent Note and the Permanent Loan Documents. Suhonlinm ion A¢r�.v�menl— Lceacy Sgoarc I 55A-126 iW:cu:110:1 It. Default by Subordinate Lender or Senior Lender. If Subordinate Lender or Senior Lender defaults in performing or observing any of the terms, covenants or conditions to be performed or observed by it under this Agreement, the other, non -defaulting lender shall have the right to all available legal and equitable relief. 12. Notices. Each notice, request, demand, consent, approval or other communication (hereinafter in this Section referred to collectively as "notices" and referred to singly as a "notice") which the Senior Lender or the Subordinate Lender is required or permitted to give to the other party pursuant to this Agreement shall be in writing and shall.be deemed to have been duly and sufficiently given if: (a) personally delivered with proof of delivery thereof (any notice so delivered shall be deemed to have been received at the time so delivered); or (b) sent by Federal Express (or other similar national overnight courier) designating early morning delivery (any notice so delivered shall be deemed to have been received on the next Business Day following receipt by the courier); or (c) sent by United States registered or certified mail, return receipt requested, postage prepaid, at a post office regularly maintained by the United States Postal Service (any notice so sent shall be deemed to have been received two days after mailing in the United States), addressed to the respective parties as follows: SENIOR LENDER (prior to the Bank of America, N.A. Conversion Date): 2000 Clayton Road 6th Floor Mail Code: CA4-704-06-06 Concord, CA 94520 Attention: Loan Administration Manager SENIOR LENDER (on and after California Community Reinvestment Corporation the Conversion Date): 100 West Broadway, Suite 1000 Glendale, California 91210 Attention: President SUBORDINATE LENDER: in either case with copy to: Buchalter, a Professional Corporation 1000 Wilshire Blvd., Suite 1500 Los Angeles, California 90017-2457 Attention: Michael Williamson, Esq. City of Santa Ana Community Development Agency 20 Civic Center Plaza (M-26) P.O. Box 1988 Santa Ana. CA 92702 Attention: Housing Manager Submh nil imi A n ecmen I — Legacy Square 12 55A-127 iM:cu:31r:1 With copy to: Office of the City Attorney City of Santa Ana 20 Civic Center Plaza, 7`I' Floor (M-29) Santa Ana, CA 92702 BORROWER: Legacy Square, L.Y. c/o National Community Renaissance oPCalifornia 9421 Haven Ave. Rancho Cucamonga, CA 91730 Attn: Legal Counsel With copy to: Klein Hornig LLP 1325 G Street NW, Suite 770 Washington, DC 20005 Attn: Chris Hornig BOND TRUSTEE: Wilmington Trust, N.A. 370 San Marin Drive Novato, CA 94945 Attn: Tom Denrchuk With copy to: Taboada Rochlin Govier 4212 E. Los Angeles Ave., Suite 3158 Simi Valley, CA 93603 Attn: William Govier Either party may, by notice given pursuant to this Section, change the person or persons and/or address or addresses, or designate an additional person or persons or an additional address or addresses for its notices, but notice of a change of address shall only be effective upon receipt. 13. General. (a) Assignment/Successors. This Agreement shall be binding upon the Borrower, the Senior bender and the Subordinate Lender and shall inure to the benefit of the respective legal successors and assigns of the Senior Lender and, the Subordinate Lender. Sohordmaliou Al_rcemcni — Legacy Square 13 55A-128 iM:cu:31r:1 (b) No Partnership or Joint Venture. The Senior Lender's permission for the placement of the Subordinate Loan Documents does not constitute the Senior Lender as a joint venturer or partner of the Subordinate Lender. Neither party hereto shall hold itself out as a partner, agent or Affiliate of the other party hereto. (c) Senior Lender's and Subordinate Lender's Consent. Wherever the Senior Lender's consent or approval is required by any provision of this Agreement, such consent or approval may be granted or denied by the Senior Lender in its sole and absolute discretion, unless otherwise expressly provided in this Agreement. Wherever the Subordinate Lender's consent or approval is required by any provision of this Agreement, such consent or approval may be granted or denied by the Subordinate Lender in its sole and absolute discretion, unless otherwise expressly provided in this Agreement. (d) Further Assurances. The Subordinate Lender, the Senior Lender and the Borrower each agree, at the Borrower's expense, to execute and deliver all additional instruments and/or -documents reasonably required by any other party to this Agreement in order to evidence that the Subordinate Mortgage is subordinate to the lien, covenants and conditions of the Senior Deed of Trust, or to further evidence the intent of this Agreement. hereto. (e) Amendment. This Agreement shall not be amended except by written instrument signed by all parties (f) Governing Law. This Agreement shall be governed by the laws of the State in which the Property is located. (g) Severable Provisions. If any provision of this Agreement shall be invalid or unenforceable to any extent, then the other provisions of this Agreement, shall not be affected thereby and shall be enforced to the greatest extent permitted by law. (h) Term. The term of this Agreement shall commence on the date hereof and shall continue until the earliest to occur of the following events: (i) the payment of all of the principal of, interest on and other amounts payable under the Senior Loan Documents; (ii) the payment of all of the principal of, interest on and other amounts payable under the Subordinate Loan Documents, other than by reason of payments which the Subordinate Lender is obligated to remit to the Senior Lender pursuant to Section d hereof, (iii) the acquisition by the Senior Lender of title to the Property pursuant to a foreclosure or a deed in lieu of foreclosure of, or the exercise of a power Submilinaiimi Agreement— Legacy Squme " 55A-129 1:0111:j1041 of sale contained in, the Senior Deed of Trust; or (iv) the acquisition by the Subordinate Lender of title to the Property pursuant to a foreclosure or a deed in lieu of foreclosure of or the exercise of a power of sale contained in, the Subordinate Mortgage, but only if such acquisition of title does not violate any of the terms of this Agreement. (i) Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be considered an original for all purposes; provided, however, that all such counterparts shall together constitute one and the same instrument. [Remainder of Page Intentionally Blank] Subordinutiuu Agmcment - Legacy Square 1 55A-130 i::cu:31r:1 IN WITNESS WHEREOF, Borrower, Senior Lender and Subordinate Lender have signed and delivered this Agreement under seal (where applicable) or have caused this Agreement to be signed and delivered under seal (where applicable) by a duly authorized representative. Where applicable law so provides, BOrTOWer, Senior Lender and Subordinate Lender intend that this Agreement shall be deemed to be signed and delivered as a scaled instrument. SENIOR LENDER: Address for Notices: BANK OF AMERICA, N.A., a national banking association By: Name: Title: Michael Petty Senior Vice President Bank of America, N.A. 2000 Clayton Road, Building D, 6th Floor Concord, CA 94520 Mail Code: CA4-704-06-06 Attention: Loan Administration Manager And a copy to (and after Conversion to): California Community Rcinvestnxnt Corporation 100 West Broadway, Suite 1000 Glendale, California 91210 Attention: President A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA ) ) sS. COUNTY OF ) On , before me, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose namc(s) is/arc subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/hcr/their authorized capacity(ies), and that by his/her/their signature(s) on the instrrunent the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) Suboj(hnation Agreancni — I gvlcy Squaic s-I 55A-131 A:cu:11r:1 IN WITNESS WHEREOF, Borrower, Senior Lender and Subordinate Lender have signed and delivered this Agreement wider seal (where applicable) or have caused this Agreement to be signed and delivered under seal (where applicable) by a duly authorized representative. Where applicable law so provides; Borrower, Senior Lender and Subordinate Lender intend that this Agreement shall be deemed to be signed and delivered as a sealed instrument. SUBORDINATE LENDER: CPT Y OF SANTA ANA, a charter city and municipal corporation By: Kristine Ridge City Manager ATTEST: Daisy Gomez Clerk of the Council APPROVED AS TO FORM: Sonia R. Carvalho City Attorney By: Ry Hodge Assistant City Attorney RECOMMENDED FOR APPROVAL Steven A. Mendoza Executive Director Community Development Agency /Notcny acknori�lerlgernerathage fi)llowaJ Subordination Agrcemeni — Legacy Square S-2 55A-132 iW:c11:310:1 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA ss. COUNTY OF On , before inc, - , personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose namc(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) Subordination Agrcrmem — Legacy Square S-3 55A-133 iM:cu:31r:1 IN WITNESS WHEREOF, Borrower, Senior Lender and Subordinate Lender have signed and delivered this Agreement under seal (where applicable) or have caused this Agreement to be signed and delivered under seal (where applicable) by a duly authorized representative. Where applicable law so provides, Borrower, Senior Lender and Subordinate Lender intend that this Agreement shall be deemed to be signed and delivered as a scaled instrument. BORROWER: LEGACY SQUARE, L.P., a California limited partnership By: NCRC Legacy MGP, LLC, a California limited liability company, its managing general partner By: National Community Renaissance of California, a California nonprofit public benefit corporation, its sole member and manager By: Michael Finn, Chief Financial Officer A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE Ol' CALIFORNIA COUNTY OF ss. ) On before me, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose nanre(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized calmeity(ies), and that by his/her/their signahire(s) on the instrument the pei-son(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENAI;fY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) Subordination Agireemenl— L eranSquam S-4 55A-134 iW:cu:110:1 EXHIBIT A LEGAL DESCRIPTION All that certain real property situated in the County of Santa Ana, State of California, described as follows: [To be attached] Suboichnalion Ap_reemenl — Legacy SLIUMC Lxh A 55A-135 EXHIBIT 7 Exhibit 7: Legacy Square Loan Agreement http://clerk[WebLink/DocView.aspx?dbid=1 &id=114895&paqe=1 &cr=1 55A-136 iWa:u:1111:3 RESOLUTION NO. 2020- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING THE ISSUANCE BY THE CALIFORNIA STATEWIDE COMMUNITIES DEVELOPMENT AUTHORITY OF MULTIFAMILY HOUSING REVENUE BONDS FOR THE LEGACY SQUARE APARTMENTS WHEREAS, the California Statewide Communities Development Authority (the "Authority) is authorized pursuant to the provisions of California Government Code Section 6500 et seq. and the terms of an Amended and Restated Joint Exercise of Powers Agreement, dated as of June 1, 1988 (the "Agreement'), among certain local agencies throughout the State of California, including the City of Santa Ana (the "City'), to issue revenue bonds in accordance with Chapter 7 of Part 5 of Division 31 of the California Health and Safety Code for the purpose of financing multifamily rental housing projects; and WHEREAS, Legacy Square, L.P., a California limited partnership or a partnership of which National Community Renaissance of California (the "Developer") or a related person to the Developer is the general partner, has requested that the Authority adopt a plan of financing providing for the issuance of exempt facility bonds for a qualified residential rental project pursuant to Section 142(a)(7) of the Internal Revenue Code of 1986 (the "Code') in one or more series issued from time to time, including bonds issued to refund such exempt facility bonds in one or more series from time to time, and at no time to exceed $40,000,000 in outstanding aggregate principal amount (the "Bonds"), to finance or refinance the acquisition, construction and development of a multifamily rental housing project located at 609 and 615 North Spurgeon Street, Santa Ana, California (the "Project"); and WHEREAS, pursuant to Section 147(f) of the Code, prior to their issuance, the Bonds are required to be approved by the "applicable elected representative" of the governmental units on whose behalf such bonds are expected to be issued and by a governmental unit having jurisdiction over the entire area in which anyfacility financed by such bonds is to be located, after a public hearing held following reasonable public notice; and WHEREAS, the members of this City Council (this "City Council") are the applicable elected representatives of the City and are required to approve the issuance of the Bonds, but do not need to be present at the public hearing; and WHEREAS a Tax Equity and Fiscal Responsibility Act (the "TEFRK) public hearing was previously held for the Project on December 17, 2019, and was approved by the City Council. However, the matter is being brought back to the City Council because the previous approval is set to expire; and WHEREAS, there has been published, at least 7 days prior to the hearing date, in a newspaper of general circulation within the City, a notice that a public hearing regarding the Bonds would be held on a date specified in such notice; and WHEREAS, on December 4, 2020, the City of Santa Ana has, conducted such public hearing on such date, telephonically, as permitted by the Internal Revenue Service to satisfy the public hearing requirement in light of the COVID-19 pandemic, at which time and opportunity was provided to interested parties to present arguments both for and against the issuance of the Bonds; and 55A-137 iW:c11:311F:3 WHEREAS, the Authority is also requesting that the City Council approve the issuance of any refunding bonds hereafter issued by the Authority for the purpose of refinancing the Bonds which financed the Project (the "Refunding Bonds"), but only in such cases where federal tax laws would not require additional consideration or approval by the City Council; and WHEREAS, it is intended that this resolution shall constitute the approval of the issuance of the Bonds required by Section 147(f) of the Code and Section 9 of the Agreement; NOW. THEREFORE. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The above recitals are true and correct. Section 2. The City Council hereby approves the issuance of the Bonds and the Refunding Bonds by the Authority. It is the purpose and intent of the City Council that this resolution constitute approval of the issuance of the Bonds by the Authority, for the purposes of (a) Section 147(f) of the Code by the applicable elected representative of the governmental unit having jurisdiction over the area in which the Project is located, in accordance with said Section 147(f) and (b) Section 9 of the Agreement. Section 3. The issuance of the Bonds shall be subject to approval of the Authority of all financing documents relating thereto to which the Authority is a party. The City shall have no responsibility or liability whatsoever with respect to repayment or administration of the Bonds. Section 4. The adoption of this Resolution shall not obligate the City or any department thereof to: (i) provide any financing with respect to the Project; (ii) approve any application or request for or take any other action in connection with any planning approval, permit or other action necessary with respect to the Project; (iii) make any contribution or advance any funds whatsoever to the Authority; or (iv) take any further action with respect to the Authority or its membership therein. Section 5. The City Manager and applicable Executive Directors of the City are hereby authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all documents that they deem necessary or advisable in order to carry out, give effect to and comply with the terms and intent of this resolution and the financing approved hereby. Section 6. This resolution shall take effect immediately upon adoption. 2 55A-138 A:cu:119:3 ADOPTED this _ day of , 2020. APPROVED AS TO FORM: Sonia R. Carvalho City Attorney By: _ /a I Ryan O od Assista City ttorney AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers Miguel A. Pulido Mayor 3 55A-139 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: DECEMBER 15, 2020 TITLE: ADOPT A RESOLUTION AMENDING THE CLASSIFICATION AND COMPENSATION PLAN TO CREATE ONE PART-TIME JOB CLASSIFICATION AND AMEND THE ANNUAL BUDGET TO RECLASSIFY TWO POSITIONS IN THE PUBLIC WORKS AGENCY AND ADD ONE POSITION IN THE POLICE DEPARTMENT /s/ Kristine CITY MANAGER CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on 1� Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For 00301110L11q�iC�7 FILE NUMBER RECOMMENDED ACTION 1. Adopt a Resolution amending the City's classification and compensation plan to create one part-time job classification in the Public Works Agency. 2. Amend the City's Fiscal Year 2020-21 Annual Budget to reallocate two vacant, full-time positions in the Public Works Agency to different job classification titles. 3. Amend the City's Fiscal Year 2020-21 Annual Budget to enhance the Police Department budget by one position. DISCUSSION For many years, the Public Works Agency has used Engineering Interns to perform para- professional engineering duties including data management, field surveys, CAD work, and responding to citizen inquiries. These interns provide useful assistance to the City while they pursue their formal education in engineering, and their intern assignments generally conclude when they graduate with their bachelor's degree. These interns provide useful assistance to the City while they pursue their formal education in engineering, and their intern assignments generally conclude when they graduate with their bachelor's degree. The Public Works Agency would benefit from the continued service of these employees but an internship is no longer relevant or appropriate after the incumbents finish their education. Therefore, the Executive Director of Public Works is proposing the creation of a part-time job classification titled Engineering Apprentice to convert the status of these employees from interns to part-time employees, as well as provide an opportunity for others who have completed formal engineering education and are interested in part-time employment. Approval of this new job classification will provide a more appropriate category of employment for personnel performing entry-level engineering duties on a part-time basis and will assist the department in meeting organizational needs in a cost-effective manner. 55B-1 Amendment to Class and Comp Plan and Budget December 15, 2020 Page 2 In the Fiscal Year 2019-20 budget, the City Council approved the addition of a Management Aide position to the Public Works Administrative Services Division, Refuse Enterprise. This position was added to provide staff support to address expanding refuse -related legislative mandates and new program implementation. However, upon further consideration it was determined that the Public Works Projects Specialist job classification would be more appropriate given that the position supervisor is a Projects Manager and the job description aligns more closely to the duties to be assigned. With approval from the City Council, this position will provide assistance needed in the Refuse Enterprise using a job classification in the correct job family, and will create a career ladder to position the Public Works Projects Specialist for future promotional opportunities. The Executive Director of Public Works is also requesting a reclassification in its Engineering Services Division. In the Fiscal Year 2020-21 budget, the Engineering Services Division reorganized to combine the traditional Design Engineering and Construction Engineering sections into a unified Capital Improvement Project Delivery function. The reorganization establishes three Capital Delivery Teams to streamline operations and maximize project cohesiveness from design concept to construction completion. To provide adequate staffing of the Capital Delivery Teams, the Public Works Agency is requesting Council approval to reclassify a vacant, funded Engineering Technician position to an Assistant Engineer position. Approval of this recommendation will provide the appropriate engineering support for delivering capital projects. Finally, the Police Chief is requesting to use existing part-time funding to fund a new Human Resources Specialist position to support operations in the Police Department's Human Resources section. This request is timed with the departure of two part-time employees and the opportunity to replace them with an appropriate full-time job classification that will permit the assignment of a greater scope of work and responsibility. This new position will provide assistance in a variety of human resources areas including employee performance appraisal processing, personnel file maintenance, injured employee tracking, and completion of paperwork to effect personnel compensation changes. This request is supported by the City's Human Resources Department, which conducted an analysis of the work performed by the departing part-time employees and confirmed that the duties performed conform to the title Human Resources Specialist. FISCAL IMPACT Both the Management Aide (Refuse Enterprise) and Engineering Technician (Engineering Services) positions are new positions that have not been previously filled. Salary savings from these vacant positions will be used to fund the reclassified labor costs for the remaining seven months of this fiscal year. 55B-2 Amendment to Class and Comp Plan and Budget December 15, 2020 Page 3 Administrative Services Engineering Services Refuse Enterprise Capital Project Delivery Reclassify: Reclassify: Management Aide to Engineering Technician to Public Works Projects Specialist Assistant Engineer AU #06917640 AU #08617612 Refuse Enterprise Fund Engineering Services Fund FY 2020-21 ($105,250) ($90,240) SalarySavings Reclassified Budget Salary & Benefits $58,920 $53,560 6 months FY 2020-21 Net ($46,321 ) ($36,688) Savings Future Years — Estimated $12,600 $16,871 Annual Increase to Salary Budget The Police Department's Human Resources Specialist position will be funded by existing part-time funding. It is estimated that the Human Resources Specialist will begin work on approximately March 1, 2021. Part -Time Salary Savings to Human Resources Specialist AU #01114402 FY 2021-22 Annual Salary Savings 89,430 Reclassified Budget Annual Salary & Benefits 82,110 Total 7,320 55B-3 Amendment to Class and Comp Plan and Budget December 15, 2020 Page 4 Fiscal Impact Verified By: Kathryn Downs, CPA, Executive Director— Finance and Management Services Agency Submitted By: Nabil Saba, P.E., Executive Director — Public Works Agency Exhibit: 1. Resolution 55B-4 EXHIBIT 1 :7 : & to] Itoj 1 to] 010 to] W0190MV0 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 PLAN AND TO AMEND THE CURRENT ANNUAL BUDGET FOR FISCAL YEAR 2020-2021. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1: The City Council hereby finds, determines and declares as follows: A. Section 1004, Article X of the City Charter of the City of Santa Ana requires the City Manager to prepare, install and maintain a position classification and pay plan subject to civil service rules and regulations and the approval of the City Council. B. On June 16, 2015, the City Council adopted Resolution No. 2015-026 amending and re-establishing the Basic Classification and Compensation Plan for all Full -Time and Part -Time Classifications of Officers and Employees of the City of Santa Ana. C. On July 7, 2020, the City Council passed and adopted Ordinance No. NS- 2991, establishing the City's Budget for Fiscal Years 2020-2021, authorizing position allocations for Fiscal Years 2020-2021, and requiring that alterations in the allocation of authorized positions be reviewed and approved by the City Council. D. It is the City's practice to assign job titles that reflect the duties and responsibilities of the classification and are consistent with other classifications within the City's organizational structure as well as comparable job titles in the labor market, while maintaining internal pay equity relationships and attracting and retaining qualified candidates. E. The Human Resources Department has completed a review of the various departmental requests to make changes to the City's organizational structure, classification titles, and staffing which revealed the need to effect certain changes to the City's Basic Classification and Compensation Plan. Resolution 2020-XXX Page 1 of 55B-5 F. The Human Resources Department has completed a mid -year review of the various departmental requests to make changes to the City's organizational structure, classification titles, and staffing. The Public Works Agency is requesting the addition of one (1) part-time classification to the Basic Classification and Compensation Plan. The Public Works Agency is also requesting the reallocation of two (2) positions, and the Police Department is requesting the addition of one (1) full-time position to the FY 2020-2021 City Budget. G. The City Council has amended and reestablished the Basic Classification and Compensation Plan on numerous occasions since its adoption. H. It is now desired to amend Council Resolution No. 2015-026, as amended, in order to effect these changes, and desired to amend the Annual Budget for Fiscal Years 2020-2021, as amended, in order to effect these changes, as shown below: Section 2: The Santa Ana City Council amends Resolution No. 2015-026, Exhibit "H" as follows: A. Adding the title for the following represented categories of non -civil service part-time classification title at the hourly five -step salary rate range indicated: 5-Step Salary Rate Range Effective 10/20/2020 Hourly Salary Classification Title Minimum -Maximum Engineering Apprentice $20.77 - $25.25 Section 3: That the City Budget for Fiscal Years 2020-2021, as amended, is hereby further amended by: A. Reallocating one (1) position in the Public Works Agency at the monthly seven -step rate range as indicated: 7-Step Salary Rate Range Effective 07/01/20 Monthly Salary Classification Title SSR Minimum -Maximum Reallocating from: Engineering Technician 638 $4694-$6291 55B-6 Resolution 2020-XXX Page 2 of 4 Reallocating to: Assistant Engineer 684 $5876-$7875 B. Reallocating one (1) position in the Public Works Agency at the monthly six -step rate range to the monthly seven -step range indicated: Classification Title Reallocating from: Management Aide (UC) Reallocating to: Classification Title Public Works Project Specialist 6-Step Salary Rate Range Effective 07/01/20 Monthly Salary SSR Minimum -Maximum 642 $5564-$7102 7-Step Salary Rate Range Effective 07/01/20 Monthly Salary SSR Minimum -Maximum 696 $6230-$8349 C. Adding one (1) position in the Police Department at the monthly six -step rate range indicated: 6-Step Salary Rate Range Effective 07/01/20 Monthly Salary Classification Title SSR Minimum -Maximum Human Resources Specialist 581 $4127-$5269 Section 4: All salary rate range classifications are set forth in the City's "Salary Schedule" as periodically updated. Section 5: That except as amended by this Resolution, all other provisions of Resolution No. 2015-026 as amended shall remain in full force and effect. Section 6: That except as amended by this Resolution, all other provisions of the Annual Budget for Fiscal Years 2020-2021, as amended, shall remain in full force and effect. Section 7: This Resolution is operative from and after the date upon which it is adopted. Resolution 2020-XXX Page 3 of 55B-7 ADOPTED this 15th day of December, 2020. Vicente Sarmiento Mayor E`YTi1";WOFTOMIli e City Attorney By: X'-� A. R.--'o � Laura A. Rossini Chief Assistant City Attorney AYES: Councilmembers NOES: Councilmembers IG1:i�j/G\I • . � •=TM I�[�1f■9:7�9�����iltRalRa7i1T� 1ya:irialey-All rx.»_IIar43r_11Ito] 0F_l01We] We] nFTIIIwo I, Daisy Gomez, Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2020-_ to be the original Resolution adopted by the City Council of the City of Santa Ana on December 15, 2020 Date: Clerk of the Council City of Santa Ana Resolution 2020-XXX 55B-8 Page 4 of 4 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: DECEMBER 15, 2020 TITLE: ADOPT A RESOLUTION ACCEPTING THE DONATION OF TWO POLICE K-9 VESTS FROM SOUTH COAST COLLEGE FOR THE SANTA ANA POLICE DEPARTMENT /s/ Kristine CITY MANAGER CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1� Reading ❑ Ordinance on 2od Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER RECOMMENDED ACTION Adopt a resolution accepting the donation of two Police K-9 vests from South Coast College for the Santa Ana Police Department. DISCUSSION The Santa Ana Police Department K-9 Unit utilizes police service dogs trained specifically to assist with different patrol functions. The police service dogs serve as a valuable officer safety resource during tactical and high -risk situations. The police service dogs are utilized to find and apprehend violent suspects, providing officers with additional safety options when apprehending a suspect. In addition to enforcement duties, the K-9 Unit performs public relation activities that enhance the crucial bond between the Police Department and community members. South Coast College, in collaboration with K-9 Armor, wishes to enhance the Santa Ana Police Department's K-9 Unit by donating two spike proof and bulletproof K-9 Armor vests for canines Mojo and Baldur. South Coast College community students, staff, faculty, and alumni joined to raise funds ($3,400) to protect the life of our canine heroes. K-9 Tactical Gear in Rocklin, California manufactures the vests. Their innovative design of Spike Level 2 and Bulletproof Level 2 panels provides superior protection, and the custom mesh inner breathable fabric allows the K-9's to wear the vests for long periods. The three spike proof and bulletproof panels provide protection for the dog's vital organs. Made of Kevlar, the vests are made to NIJ (National Institute of Justice) standards for police officers, and fitted to each dog, including SAPID patches. Currently, the Santa Ana Police Department K-9 Unit has six apprehension canines, a bloodhound, and a therapeutic dog, none of which are equipped with an armored vest. This resolution will allow the K-9 Unit to equip two K-9's canines with armored vests. The approximate value of this donation is $3,400. FISCAL IMPACT There is no fiscal impact associated with this action. 55C-1 Resolution Accepting K-9 Vest Donation from South Coast College Decembe15, 2020 Page 2 Submitted By: David Valentin, Chief of Police - Police Department Exhibit: 1. Resolution 55C-2 rr:1�8A&IKI III V **o]111 Irto]010[67111EQ119ker 33 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA ACCEPTING THE DONATION OF POLICE K-9 ARMORED VESTS FOR THE SANTA ANA POLICE DEPARTMENT K-9 UNIT 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, the Santa Ana Police Department Canine Unit has six apprehension canines and no armored vests; and B. WHEREAS, members of the South Coast College community including students, staff, faculty, and alumni raised funds in the amount of $3400 to protect the lives of the Santa Ana Canine Unit; and C. WHEREAS, South Coast College, in collaboration with K9 Armor, wish to donate two (2) spike proof and bulletproof K9 armor vests for Santa Ana Police canines Mojo and Baldur; and D. WHEREAS, the acceptance of this donation will enhance and enable the Santa Ana Police Department's canines with armored vests. Section 2. The City hereby accepts the donation of two (2) K9 Armor vests from South Coast College to enhance and protect its K9 Unit. Section 3. If 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 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. Resolution 2020-xxx Page 1 of 2 55C-3 ADOPTED this day of December, 2020. Vicente Sarmiento Mayor APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney n 1111 I, l By: Tamara Bogosian Sr. Assistant City Attorney AYES: Councilmembers NOES: Councilmem ABSTAIN: Councilmembers NOT PRESENT: Councilmembers CERTIFICATE OF ATTESTATION AND ORIGINALITY I, DAISY GOMEZ, Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2020-XXX to be the original resolution adopted by the City Council of the City of Santa Ana on Date: Clerk of the Council City of Santa Ana Resolution 2020-xxx Page 2 of 2 55C-4 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: DECEMBER 15, 2020 TITLE: ADOPT A RESOLUTION APPROVING THE WATER SUPPLY ASSESSMENT FOR THE 4TH AND CABRILLO MIXED - USE PROJECT LOCATED AT 1801 EAST FOURTH STREET /s/ Kristine CITY MANAGER 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 RECOMMENDED ACTION Adopt a resolution approving the Water Supply Assessment for the 4th and Cabrillo Mixed -Use Project located at 1801 East 4th Street. DISCUSSION In June 2016, the City of Santa Ana filed its 2015 Urban Water Management Plan (UWMP) with the California Department of Water Resources in accordance with California Water Code Section 10610, et seq., which requires UWMPs be filed every five years (Exhibit 1). The UWMP, among its various functions, estimates water supply sufficiency by forecasting the City's water supply capacity and anticipated consumer water demand to ensure that available water supply will meet or exceed demand. UWMPs are point -in -time estimates that, by their nature, cannot fully capture future effects of large changes not yet known at the time the plan is developed. For this reason, California Water Code Section 10910 requires separate review of water supply sufficiency via a Water Supply Assessment document for large projects. The City must concur that adequate water supply exists for residential development projects consisting of 500 dwelling units or more before development may proceed. The proposed development, located at the northwest corner of East 4th Street and Cabrillo Park Drive, is a mixed -use project which includes commercial space and up to 644 residential dwelling units, and therefore requires a Water Supply Assessment. Staff has reviewed the project's Water Supply Assessment and has concluded that the City has adequate supply to service the project upon completion and recommends that the City Council adopt a resolution approving this assessment (Exhibit 2). This is the fourth Water Supply Assessment brought for Council's specific review and consideration since the completion of the UWMP. City staff will adjust the demand projections of the UWMP for the anticipated demand of this project to determine the unutilized water supply available for additional development. When a revised 2020 UWMP is filed, any current or projected water 55D-1 Adopt Resolution for Water Supply Assessment for 4th & Cabrillo December 15, 2020 Page 2 demand from this project will be incorporated in the new baseline consumer water demand projections. FISCAL IMPACT There is no fiscal impact associated with this action. Submitted By: Nabil Saba, P.E., Executive Director — Public Works Agency Exhibits: 1. City of Santa Ana 2015 Urban Water Management Plan — may be reviewed at https://www.santa- ana.org/sites/default/files/Documents/urban water management plan.pdf 2. Resolution - Water Supply Assessment for the 4th and Cabrillo Project 55D-2 EXHIBIT 2 jmf 11/24/20 RESOLUTION NO. 2020-XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING THE WATER SUPPLY ASSESSMENT FOR THE PROPOSED 4TH AND CABRILLO PROJECT WHEREAS, in accordance with California Water Code Sections 10910, 10912(a)(1), and 10912(a)(6), any development that is proposing a residential development of more than 500 dwelling units requires the preparation and approval of a water supply assessment; and WHEREAS, the proposed 4th and Cabrillo Project, bounded by Fourth Street and Cabrillo Park Drive to the south and east, Parkcourt Place to the north, and the Santa Ana Freeway to the west, is proposing development of 644 residential dwelling units and also 15,200 square feet of retail space; and WHEREAS, the proposed 4th and Cabrillo Project therefore requires the preparation and approval of a water supply assessment pursuant to California Water Code Sections 10910 and 10912: and WHEREAS, the City of Santa Ana is the public water system that will supply water to the proposed 4th and Cabrillo Project; and WHEREAS, the projected water demand associated with the proposed 4th and Cabrillo Project was accounted for in the City of Santa Ana 2015 Urban Water Management Plan; and WHEREAS, the Water Supply Assessment for the 4th and Cabrillo Project has been prepared; and WHEREAS, the findings from the Water Supply Assessment prepared for the 4th and Cabrillo Project show that there is sufficient water supply available for the proposed 4th and Cabrillo Project during normal, single -dry, and multiple dry years within a 20-year projection to meet the projected water demand of the Project in addition to other future service area demands in the City of Santa Ana. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Santa Ana as follows: Section 1. The Water Supply Assessment for the 4th and Cabrillo Project is hereby approved, a copy of which is attached as Exhibit A and will be on file at the offices of the Public Works Agency of the City for public inspection. Resolution No. 2020-XXX Page 1 of 3 55D-3 jmf 11/24/20 Section 2. Approval of the Water Supply Assessment by the City does not constitute a "will -serve" or in any way entitles the 4th and Cabrillo Project to water service or to any right, priority or allocation in any supply, capacity or facility. Section 3. Approval of the Water Supply Assessment shall not affect the City of Santa Ana's obligation to provide service to its existing customers or any potential future customers, including this 4th and Cabrillo Project. 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 2020. APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney John M. Funk Sr. Assistant City Attorney AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers Vicente Sarmiento Mayor Resolution No. 2020-XXX Page 2 of 3 55D-4 jmf 11/24/20 CERTIFICATION OF ATTESTATION AND ORIGINALITY I, DAISY GOMEZ, Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2020-XXX to be the original resolution adopted by the City Council of the City of Santa Ana on Date: Clerk of the Council City of Santa Ana Resolution No. 2020-XXX Page 3 of 3 55D-5 EXHIBIT A �,,,,, - FUSCO E I N 6 1 M I I K I N i 4" and CaL ' -i Project WATER SUPPLY ASSESSMENT City of Santa Ana County of Orange, California Prepared For Arnel & Affiliates 949 South Coast Drive, Suite 600 Costa Mesa, CA 92626 Prepared By Fuscoe Engineering, Inc. 16795 Von Karman, Suite 100 Irvine, California 92606 949.474.1960 www.fuscoe.com Project Manager: Josh Ruiz, PE Date Prepared: April 24, 2020 Date Revised: August 21, 2020 55D-6 CITY OF SANTA ANA 4" and Cabrillo WATER SUPPLY ASSESSMENT ORANGE COUNTY, CALIFORNIA PREPARED FOR: ARNEL & AFFILIATES 949 South Coast Drive, Suite 600 Costa Mesa. CA 92626 FUSCOE ENGINEERING, INC. 16795 Von Korman, Suite 100 Irvine, CA 92606 949.474.1960 www.fuscoe.com DATE PREPARED: APRIL 24, 2020 DATE REVISED: AUGUST 21, 2020 55D-7 41" AND CABRILLO WATER SUPPLY ASSESSMENT AUGUST 21, 2020 TABLE OF CONTENTS 1. WSA PURPOSE AND BACKGROUND ............................................ 4 2. INTRODUCTION..................................................................... 6 2.1 Project Description.............................................................................................6 2.1 .1 Existing Water Use......................................................................................8 2.1 .2 Proposed Water Use.................................................................................10 3. REGIONAL WATER SUPPLIES AND DEMANDS .............................. 12 3.1 City Water Supplies.........................................................................................12 3.2 City Water Demands.......................................................................................18 4. REGIONAL WATER SUPPLY RELIABILITY ...................................... 20 4.1 Metropolitan Water District regional water supply reliability.................................20 4.2 OCWD and City of Santa Ana Local Water supply reliability................................21 5. CONCLUSION..................................................................... 27 6. REFERENCES........................................................................28 7. TECHNICAL APPENDICES........................................................ 29 LIST OF FIGURES Figure1 Vicinity Map.......................................................................................................7 Figure 2 Existing Land Use Aerial......................................................................................9 Figure 3 Proposed 4`h and Cabrillo Site Plan....................................................................1 1 FUSCOE ENGINEERING, INC. 55D-8 41" AND CABRILLO WATER SUPPLY ASSESSMENT AUGUST 21, 2020 LIST OF TABLES Table 1 Project Home Type Details ....................... Table 2 Proposed Water Demands ....................... .......................................................... 6 ........................................................10 Table 3 City of Santa Ana Connections to Metropolitan Facilities.......................................12 Table 4 2015 Projected and Actual Water Supply and Demand (Acre-feet).........................13 Table 5 City of Santa Ana Groundwater Production Data 201 7-18...................................15 Table 6 City of Santa Ana Projected Total Water Demands...............................................19 Table 7 Metropolitan Multiple Climate Scenario Water Supply Capability and Projected Demands Comparison from 2020-2040 (AF)..................................................................21 Table 8 City of Santa Ana Multiple Climate Scenario Water Supply and Demand Comparison from 2020-2040(AF)....................................................................................................23 Table 9 City of Santa Ana Ability to Supply the 4`h and Cabrillo Project..............................25 LIST OF APPENDICES Appendix A— Proposed Project Water Demand Calculations Appendix B — City of Santa Ana Landscape Guidelines Appendix C — SGMA Basin 8-1 Alternative Plan FUSCOE ENGINEERING, INC. 55D-9 41" AND CABRILLO WATER SUPPLY ASSESSMENT AUGUST 21, 2020 ACRONYMS & ABBREVIATIONS AF Acre -Feet AFY Acre -Feet per Year BEA Basin Equity Assessment BPP Basin Production Percentage CDR Center for Demographic Research CEQA California Environmental Quality Act cfs cubic feet per second CRA Colorado River Aqueduct DU Dwelling Unit DWR Department of Water Resources GPCD Gallons per Capita per Day gpd gallons per day GWRS Groundwater Replenishment System LTFP Long Term Facilities Plan M&I Municipal and Industrial MG Million Gallons OCWD Orange County Water District QSA Quantification Settlement Agreement RA Replenishment Assessment SANDAG San Diego Association of Governments SAR Santa Ana River SB Senate Bill SCAG Southern California Association of Governments SF Square Feet SWP State Water Project UWMP Urban Water Management Plan WSA Water Supply Assessment FUSCOE ENGINEERING, INC. 55D-1 0 41" AND CABRILLO WATER SUPPLY ASSESSMENT AUGUST 21, 2020 WSA PURPOSE AND BACKGROUND This Water Supply Assessment (WSA) was prepared for Arnel & Affiliates as the project sponsor/applicant, and the City of Santa Ana ("City" or "Santa Ana") as the lead agency under the California Environmental Quality Act (CEQA), by Fuscoe Engineering, Inc. (Fuscoe), as the consultant, regarding the 4" and Cabrillo Project ("4th and Cabrillo" or "Project"). This study is a requirement of California law, specifically Senate Bill 610 (referred to as SB 610). SB 610 is an act that amended Section 21151.9 of the Public Resources Code, and Sections 10631, 10656, 10910, 10911, 10912, and 10915 of the Water Code. SB 610 repealed Section 10913, and added and repealed Section 10657 of the Water Code. SB 610 was approved by the Governor and filed with the Secretary of State on October 9, 2001, and became effective January 1, 2002. Under SB 610, WSAs must be furnished to local governments for inclusion in environmental documentation for certain projects (as defined in Water Code 10912 [a]) subject to CEQA. Due to increased population, land use changes and water demands, this water bill seeks to improve the link between information on water availability and certain land use decisions made by cities and counties. SB 610 takes a significant step toward managing the demand of California's water supply as it provides regulations and incentives to preserve and protect future water needs. The intent of this bill is to coordinate local water supply and land use decisions to help provide California's cities, farms, and industrial developments with adequate water supplies. With the introduction of SB 610, any project under CEQA shall provide a WSA if the project meets the definition of the Water Code Section 10912. "Project" means any of the following: • A proposed residential development of more than 500 dwelling units. • A proposed shopping center or business establishment employing more than 1,000 persons or having more than 500,000 square feet of floor space. • A proposed commercial office building employing more than 1,000 persons or having more than 250,000 square feet of floor space. • A proposed hotel or motel, or both, having more than 500 rooms. • A proposed industrial, manufacturing, or processing plant, or industrial park planned to house more than 1,000 persons, occupying more than 40 acres of land, or having more than 650,000 square feet of floor area. • A mixed -use project that includes one or more of the projects specified in this subdivision. • A project that would demand an amount of water equivalent to, or greater than, the amount of water required by a 500 dwelling unit project. • If a public water system has fewer than 5,000 service connections, then "project" means any proposed residential, business, commercial, hotel or motel, or industrial development that would account for an increase of 10 percent or more in the number of the public water system's existing service connections, or a mixed -use project that would demand an amount of water equivalent to, or greater than, the amount of water required by residential development that would represent an increase of 10 percent or more in the number of the public water system's existing service connections. After review of Water Code Section 10912, the 4th and Cabrillo Project is deemed a "Project" because it proposes a residential development of more than 500 dwelling units. In addition, it is also necessary to include the recent passing (September 24, 201 6) of Senate FUSCOE ENGINEERING, INC. 55D-1 1 4'" AND CABRILLO WATER SUPPLY ASSESSMENT AUGUST 21, 2020 Bill 1262 (Chapter 594) which acts to amend Section 66473.7 of the Government Code, and to amend Section 10910 of the Water Code, relating to land use' and the Sustainable Groundwater Management Act (SGMA) that was passed by California's Governor on September 16, 2014. Pursuant to SB 1262, as of January 1 , 2017, WSAs are now required to include certain SGMA-related information if water supply for a proposed project includes groundwater. Specifically, if a water supply for a proposed project includes groundwater, the following additional information shall be included in the water supply assessment: • A description of any groundwater basin or basins from which the proposed project will be supplied. • For those basins for which a court or the board has adjudicated the rights to pump groundwater, a copy of the order or decree adopted by the court or the board and a description of the amount of groundwater the public water system, or the city or county if either is required to comply with this part pursuant to subdivision (b), has the legal right to pump under the order or decree. • For a basin that has not been adjudicated that is a basin designated as high- or medium - priority pursuant to Section 10722.4, information regarding the following: o Whether the department has identified the basin as being subject to critical conditions of overdraft pursuant to Section 12924. o If a groundwater sustainability agency has adopted a groundwater sustainability plan or has an approved alternative, a copy of that alternative or plan. • For a basin that has not been adjudicated that is a basin designated as low- or very low priority pursuant to Section 10722.4, information as to whether the department has identified the basin or basins as overdrafted or has projected that the basin will become overdrafted if present management conditions continue, in the most current bulletin of the department that characterizes the condition of the groundwater basin, and a detailed description by the public water system, or the city or county if either is required to comply with this part pursuant to subdivision (b), of the efforts being undertaken in the basin or basins to eliminate the long-term overdraft condition. As described in more detail throughout this WSA, the proposed Project will utilize water from the Orange County Groundwater Basin that is designated as a medium priority basin. Therefore, additional information regarding groundwater supply and management will be included in this WSA to satisfy the requirements of SB 1262. Senate Bill No. 1262, CHAPTER 594, found here: hHp://Ieginfo.legislature.co.gov/faces/biIITextClient.xhtml?bill id=201520160SB1262 EUSCOE ENGINEERING, INC. 55D-1 2 5 41" AND CABRILLO WATER SUPPLY ASSESSMENT AUGUST 21, 2020 2. INTRODUCTION 2.1 PROJECT DESCRIPTION The 4" and Cabrillo Project is an approximately 8.4-acre residential and commercial project located in the City of Santa Ana. The Project address is bounded by Fourth Street and Cabrillo Park Drive to the south and east, Parkcourt Place to the north, and the Santa Ana Freeway to the west. See Figure 1 for a vicinity map of the proposed Project. The proposed Project site is currently vacant. The Project includes the development a wrap style apartment complex consisting of 644 dwelling units. In addition, 15,200 sf of retail space will be included as part of the complex. The majority of the parking for the Project will be located within two multi -level parking garages. Amenities of the Project include pool, spa, fitness center, courtyards, dog park and other outdoor trails. Approximately 64,482 SF of landscaped open space is provided through common areas and courtyards. See Table 1 below for additional specifications related to the proposed Project. Table 1 Project Home Type Details Home Type Unit Count Percentage of Total Unit Count Studios 39 6.1 % One -bedrooms 326 50.6% Two -bedrooms 248 38.5% Three -bedrooms 31 4.8% Total 644 100% As mentioned, the purpose of this WSA is to provide information to confirm that the City of Santa Ana has sufficient water supply to provide for the proposed Project in addition to other service area demands now and into the future. This WSA compares the existing water demand of the Project site to the proposed water demand of the Project and to the City of Santa Ana regional water supplies and demands through 2040. FUSCOE ENGINEERING, INC. 55D-1 3 i = O BEACH BLVD ryW � d S O MAGNBLIAST m m m N A ® T O d M � BRBBKH BRST ST �c d BEACH BL ---�— 0 < F�IALID ST m — — — m 1 _ HI! n ' f'> j y FAIRSI ST< —— d f �' RASTER ST d ' c IN ' m f--i BEAR ST1! 0 BRIST➢LST \ FLOWER ST y MAIN ST y GRANC AV 'GLA SELL ST O 12 NSTIN AV TBSTINST j m So RiN�yR� � y x ® �T'IL �03NNb1 °abeoRFFRo � p � g w ��4� die w 41" AND CABRILLO WATER SUPPLY ASSESSMENT AUGUST 21, 2020 2.1.1 Existing Water Use As mentioned, the existing land use of the Project site is vacant. The vacant land area is not irrigated and is mainly barren soil and weeds. Therefore, there is currently no existing water demand at the Project site. See Figure 2 for an aerial image of the existing land uses at the proposed Project site. An estimated annual difference between existing water demands and proposed water demands resulting from the proposed Project are calculated and shown in Section 2.1 .2 below. FUSCOE ENGINEERING, INC. 55D-1 5 8 jawmiii e-10 41" AND CABRILLO WATER SUPPLY ASSESSMENT AUGUST 21, 2020 2.1.2 Proposed Water Use As mentioned, the proposed Project includes a total of 644 residential units comprised of 39 studios, 326 one -bedroom apartments, 248 two -bedroom apartments and 31 three -bedroom apartments. Amenities include fitness centers, clubrooms, rooftop pools, courtyards, and other lounging areas. In addition, 15,200 sf of retail space will be provided. Approximately 64,482 SF of open space is provided through common areas and the courtyards. See Figure 3 below for the proposed site plan for the Project. Total Project residential water demands include estimates of both indoor and outdoor water demands. Indoor water demands include toilet -flushing, showers, baths, dishwashers, washing machines, faucets, and leakage. Outdoor water demands include landscape irrigation estimates. The estimates for residential water demands were developed by following the Municipal Water District of Orange County — Orange County Water Reliability Study (December 2016). Table 2 Proposed Water Demands Land Use Type Project DU or Unit Water Demand 1 Daily Water Usage Anneal Water Usage (AFY) acreage (gpd) Residential — Multifamily 644 DU 190 gpd/DU' 122,360 137.1 Commercial 0.35 acres 2,500 gpd/acre2 875 1.0 Landscaped 1.48 acres 3,000 gpd/acre' 4,440 5.0 Areas TOTAL PROJECT WATER DEMAND 127,675 gpd 143.1 AFY 644 RESIDENTIAL UNITS Notes 1 Municipal Water District of Orange County — Orange County Water Reliability Study (December 2016). P City of Santa Ana Design Guidelines for Water and Sewer Facilities March 2017). As shown, the proposed Project will have an annual water demand of approximately 143 AFY. This is an increase of approximately 143 AFY as compared to the existing water demands at the Project site. The following sections evaluates the ability for the City to meet the proposed increase in water demands. FUSCOE ENGINEERING, INC. 55D-1 7 10 100 a cZ -n �m c oc oy 0 0 G) Z 0 0 z 0 m 0 D m m D Z r C :ABRILLO PARK DRIVE SSD=1 V a m R m a ,I � r aa-o�SQpE$§s m , v � - Z Pie 0 o � a se £ n = s� £� € m�£ g g epee I eaa€€€e 6�E,ogg€ejjg Y1V7 a� � d i a �r s � Y m T 1 c i tidlJ����NL`q� i A Tr N2 / e0 sz ll Y T l / N O I `fin 41" AND CABRILLO WATER SUPPLY ASSESSMENT AUGUST 21, 2020 3. REGIONAL WATER SUPPLIES AND DEMANDS 3.1 CITY WATER SUPPLIES The City's water supply comes from a combination of imported water, local groundwater and recycled water to satisfy water demands. The City purchases these water supplies from Metropolitan Water District of Southern California (Metropolitan) and the Orange County Water District (OCWD). The City is a member agency of Metropolitan and receives imported water from the State Water Project and the Colorado River under agreements with Metropolitan. OCWD manages the Orange County Groundwater Basin ("OC Basin" or "Basin") and provides groundwater resources to the City. The City maintains 444 miles of transmission and distribution mains, nine reservoirs with a storage capacity of 49.3 million gallons, seven pumping stations, 20 wells, and seven imported water connections. The seven imported water connections to the Metropolitan System are described in Table 3 below. Table 3 City of Santa Ana Connections to Metropolitan Facilities MWD Connection Name of Connection Normal Operating Ca act MGD Design Capacity MGD SA-1 Bristol 5.17 6.46 SA-2 First 5.17 9.69 SA-3 McFadden 5.17 6.46 SA-4 Warner 4.85 6.46 SA-5 Alton 4.85 12.93 SA-6 Santa Clara 7.76 12.93 SA-7 Red Hill 4.85 32.31 From 2005-2015, Metropolitan delivered between 3,000 AF or 2.6 MGD (2015, lowest delivery) to 13,000 AF or 11 .6 MGD (2005, highest delivery) to the City.Z The design capacity of the Metropolitan connections is more than adequate to deliver imported to the City as shown in the table above. The City's Water Utility provides water service within a 27-square mile service area. The service area includes the City of Santa Ana and a small neighborhood in the City of Orange, near Tustin Avenue and Fairhaven by the northeast corner of Santa Ana. See Table 4 which shows the City's recent water supply to satisfy demands from 2015. 2 2015 Metropolitan UWMP. FUSCOE ENGINEERING, INC. 55D-20 12 41" AND CABRILLO WATER SUPPLY ASSESSMENT AUGUST 21, 2020 Table 4 2015 Projected and Actual Water Supply and Demand (Acre-feet) Land Use Type 2010 UWMP Projected 2015 Demand Actual 2015 Demand Single Family 18,368 14,084 Multi -Family 13,563 10,399 Other (CII) 15,684 12,025 Landscape 185 147 Total 47,800 36,656 Notes: Source: 2010 and 2015 City of Santa Ana UWMPs As shown in Table 4 above, there was a decrease in water supplied to the City in 2015 as to what was predicted to be delivered in the 2010 UWMP (47,800 AF) by approximately 23%. This is likely due to Senate Bill (SB) x7-7 which requires the State of California to reduce urban water use by 20% by the year 2020 as described in more detail below. Similarly, the Executive Order mandated by California Governor Edmund "Jerry' Brown in April 2015 in response to the drought that started in 2011 further required a collective reduction in statewide urban water use of 25% which would also reduce Citywide demands. In addition, UWMPs are typically developed in a conservative manner and tend to overestimate future water demands. Currently, 71% of the City's water supply is from OC Basin groundwater, 28% is from Metropolitan imported water and 1 % is from recycled water. The City's water supply portfolio is expected to change slightly to 70% from OC Basin groundwater, 29% from Metropolitan imported water, and 0.7% recycled water by the year 2040 as discussed in more detail throughout this WSA. Additional details on the strategic management of these resources is explained below. OCWD Groundwater The primary source of water for the City is the Orange County Groundwater Basin ("OC Basin") which is managed by the Orange County Water District (OCWD). The OC Basin underlies the north half of Orange County beneath broad lowlands. The OC Basin covers an area of approximately 350 square miles, bordered by the Coyote and Chino Hills to the north, the Santa Ana Mountains to the northeast, the Pacific Ocean to the southwest, and terminates at the Orange County line to the northwest, where its aquifer systems continue into the Central Basin of Los Angeles County. The OC Basin storage capacity is estimated to be 66 million AF3, of which only a fraction is available for use to prevent against physical damage to the Basin such as seawater intrusion or land subsidence. To ensure the Basin is not overdrawn, OCWD recharges the Basin with local and imported water. The Basin is recharged primarily by four sources including local rainfall, storm and base flows from the Santa Ana River (SAR), purchased Metropolitan imported water; and highly treated recycled wastewater. Basin recharge occurs largely in the following recharge basins that are located in or adjacent to the City of Anaheim: Warner Basin: A 50-foot-deep recharge basin located next to the SAR at the intersection of the 55 and 91 freeways; 3 OCWD Groundwater Management Plan 2015 Update. June 17, 2015. FUSCOE ENGINEERING, INC. 55D-21 13 41" AND CABRILLO WATER SUPPLY ASSESSMENT AUGUST 21, 2020 • Burris Basin: Located between Lincoln Avenue and Ball Road in the City of Anaheim; • Kraemer Basin: Located adjacent to Burris Pit; • Santiago Creek: Located in the City of Orange between Villa Park Road and E. Bond Avenue. As mentioned above, SB 1262 amended Section 10910 of the Water Code and requires the inclusion of SGMA-related information in WSAs. Specifically, following the SGMA basin prioritization and designations", for a non -adjudicated basin that is designated as high- or medium -priority pursuant to Section 10722.4, information regarding the following must be included: • Whether the department has identified the basin as being subject to critical conditions of overdraft pursuant to Section 12924. • If a groundwater sustainability agency has adopted a groundwater sustainability plan or has an approved alternative, a copy of that alternative or plan. The OC Basin (also referred to as Basin 8-1) has been designated as a medium -priority basin which requires this WSA to address or include information regarding the bullets above. As mentioned, SGMA provides authority for agencies like OCWD to develop and implement Groundwater Sustainability Plans or alternative plans ("Alternatives") that demonstrate the basin has operated within its sustainable yield over a period of at least 10 years. OCWD decided to submit an Alternative for evaluation by the California Department of Water Resources (DWR). An Alternative is required to be submitted to DWR for review no later than January 1, 2017, and every 5 years thereafter. In general, Alternatives must be consistent with one of the following (Water Code §10733.6(b)): • A plan developed pursuant to Part 2.75 (commencing with Section 10750) or other law authorizing groundwater management. • Management pursuant to an adjudication action. • An analysis of basin conditions that demonstrates that the basin has operated within its sustainable yield over a period of at least 10 years. The submission of an alternative described by this paragraph shall include a report prepared by a registered professional engineer or geologist who is licensed by the state and submitted under that engineer's or geologist's seal. OCWD prepared an Alternative that satisfies the third bullet point above to prove the OC Basin has operated within its sustainable yield over a period of at least 10 years. This Alternative was approved at the by DWR level in July 2019. The Basin 8-1 Alternative is included in Appendix C of this WSA. The Alternative states that Basin 8-1 has operated within its sustainable yield for more than 10 years without experiencing significant and unreasonable (1) lowering of groundwater levels, (2) reduction in storage, (3) water quality degradation, (4) seawater intrusion, (5) inelastic land subsidence, or (6) depletions of interconnected surface water that have significant and unreasonable adverse impacts on beneficial uses of the surface water. In addition, Basin 8-1 has not been in conditions of critical overdraft. DWR has one year to evaluate the Basin 8-1 Alterative. The paragraphs below will further explain how OCWD ° SGMA Groundwater Information Center Interactive Map Application, found here: hHps:Hgis.water.ca.gov/app/gicima/ FUSCOE ENGINEERING, INC. 55D-22 14 41" AND CABRILLO WATER SUPPLY ASSESSMENT AUGUST 21, 2020 successfully manages the OC Basin to meet these new groundwater monitoring and management requirements. OCWD manages the Basin through the Basin Production Percentage (BPP) which is determined each water year. The BPP is set based on groundwater conditions, availability of imported water supplies, water year precipitation, SAR runoff, and basin management objectives. The BPP represents an established percentage identifying the amount of groundwater all pumpers in the Basin can pump without paying a "pumping tax' or Basin Equity Assessment (BEA) to OCWD. For example, if the BPP is set to 75%, all pumpers within the Basin, including the City, can supply 75% of their water needs from groundwater supplies at a cost significantly less than the cost of imported water. If groundwater production is equal to or less than the BPP (i.e. less than 75% in the example above), all producers within the Basin pay a replenishment assessment (RA) fee which is used to fund groundwater replenishment and recharge programs aimed at ensuring the long-term viability and stability of the Basin. If groundwater production is greater than the established BPP for that water year (i.e. greater than 75% in the example above), the BEA is determined for the producer of that amount of groundwater provided in excess of the BPP. The BEA is an additional fee paid on each AF of water pumped above the BPP, making the total cost of that additional water equal to the higher cost of imported water from Metropolitan. According to OCWD's Engineer's Report for fiscal year 2017/18, the actual BPP was 75% as shown in Table 5 below. Total water demands within OCWD were 419,477 AF for the water year (July 1, 2017 to June 30, 2018). Groundwater production for the water year totaled 310,025 AF including any available In -Lieu Program water and excluding Metropolitan Groundwater Storage Program extractions. Groundwater stored in the basin increased by 51,000 AF. For the water year, the "annual overdraft" (annual basin storage decrease without supplemental replenishment water) was 195,000 AF. The accumulated overdraft was 277,000 AF on June 30, 2018. .5 The table below shows the water production data from 2017/18 for the City of Santa Ana. Table 5 City of Santa Ana Groundwater Production Data 207 7-18 Groundwater Supplemental Wafer (AF) (AF) Actual Groundwater BPP Producer Non- Metropolitan Conservation Grand Non- Total Iumation CUP Delivery Credit Total Total Irrigation P Only City of Santa 21,327 4,378 25,705 9,265 83 9,348 35,054 73.3% Ana Source: OCWD 2017-18 Engineer's Report Over the recent past, production capability of the Basin has increased as a result of increased wastewater reclamation at the Groundwater Replenishment System (GWRS) located in Fountain Valley. The GWRS, which is designed to turn wastewater into drinking water, is one of the most technologically advanced wastewater treatment plants in the world. A treatment plant expansion of 30 million gallons per day was recently put on line by OCWD increasing the recharge capacity of the GWRS to 100 million gallons per day. This equates to the recycling of over 110,000 AFY of wastewater back into the Basin for future extraction and potable use. A final 5 OCWD. Engineer's Report, 2017/18, April 2019. EUSCOE ENGINEERING, INC. 55D-23 15 41" AND CABRILLO WATER SUPPLY ASSESSMENT AUGUST 21, 2020 expansion of the treatment system is being designed to have a capacity of 130 million gallons per day. Expansion projects to the GWRS increase local water supply reliability and ensure low- cost water supplies throughout northern Orange County, including the City of Santa Ana. Metropolitan Imported Water The City of Santa Ana is one of only three retail member agencies of Metropolitan in Orange County. As a member agency, pursuant to the Metropolitan Act, the City has preferential rights to a certain percentage of water delivered to Metropolitan each year primarily from the State Water Project and/or the Colorado River Aqueduct as well as other Metropolitan storage programs. Being a member agency of Metropolitan puts the City in a better position relative to receiving water directly from Metropolitan, as opposed to other agencies in Orange County which obtain their imported Metropolitan water through Municipal Water District of Orange County (MWDOC). The main sources of water Metropolitan provides to the City include water from northern California delivered via the State Water Project (SWP) and water from the Colorado River Basin delivered via the Colorado River Aqueduct. More details on these sources of imported water are explained below. Colorado River The Colorado River was Metropolitan's original source of water after Metropolitan's establishment in 1928. Lake Mead and Lake Powell, the two largest reservoirs in the United States, can store 4 times the annual flow of the Colorado River. River flows are primarily generated from snowpack in the Rocky Mountains. Colorado River water is allocated and delivered to seven states in the US including Colorado, Utah, Wyoming, New Mexico, Arizona, Nevada and California. Mexico also has an allocation of 1 .5 million acre-feet (MAF) along the Colorado River each year. California's urban water allocation is managed by Metropolitan and imported from the Colorado River via the Colorado River Aqueduct (CRA) which is stored at Diamond Valley Lake and Lake Mathews in Riverside County. The CRA includes supplies from the implementation of the Quantification Settlement Agreement (QSA) and related agreements to transfer water from agricultural agencies in Imperial County to urban uses throughout Southern California including Los Angeles, Orange County and San Diego. The 2003 QSA enabled California to implement major Colorado River water conservation and transfer programs, stabilizing water supplies for 75 years and reducing the state's demand on the river to its 4.4 MAF entitlement. Colorado River transactions are potentially available to supply additional water up to the CRA capacity of 1.25 MAF on an as -needed basis. California is apportioned the largest allocation on the River of 4.4 MAF of water from the Colorado River each year plus one-half of any surplus that may be available for use collectively in Arizona, California, and Nevada. In addition, California has historically been allowed to use Colorado River water apportioned to but not used by Arizona or Nevada. Metropolitan has a basic entitlement of 550,000 AFY of Colorado River water, plus surplus water up to an additional 662,000 AFY if certain conditions exist. The remainder of California's allocation goes to Imperial County, primarily to the Imperial Irrigation District, and is used mainly for agriculture production. FUSCOE ENGINEERING, INC. 55D-24 16 41" AND CABRILLO WATER SUPPLY ASSESSMENT AUGUST 21, 2020 Over the past 16 years (2000-2015), there have only been three years when the Colorado River flow has been above average.' The long-term imbalance in future supply and demand is projected to be approximately 3.2 MAF by the year 2060. Actions are currently being taken and planned in the future to resolve the imbalance between water supply and demand in areas that use Colorado River water. Such actions include the resolution of uncertainties related to water conservation, reuse, water banking, and weather modification concepts.7 State Water Proiect The State Water Project (SWP) collects water from rivers in Northern California and redistributes it to the water -scarce but populous central and southern portions of California through a network of aqueducts, pumping stations and power plants. Approximately 70% of the water provided by the SWP is used for urban areas and industry in Southern California and the San Francisco Bay Area, and 30% is used for irrigation in the Central Valley. The availability of water supplies from the SWP can be highly variable. A wet water year may be followed by a dry water year which restricts the amount of water that can be delivered throughout California. Metropolitan's SWP imported water is stored at Castaic Lake on the western side of Metropolitan's service area and at Silverwood Lake near San Bernardino, as well as in Diamond Valley Lake. The Sacramento -San Joaquin River Delta (Delta) is key to the SWP's ability to deliver water to its agricultural and urban contractors. The Delta faces many challenges concerning its long- term sustainability such as climate change posing a threat of increased variability in floods and droughts. Sea level rise complicates efforts in managing salinity levels and preserving water quality in the Delta to ensure a suitable water supply for urban and agricultural use. Furthermore, other challenges include continued subsidence of Delta islands, many of which are below sea level, and the related threat of a catastrophic levee failure as the water pressure increases, or as a result of a major seismic event. Metropolitan's Board approved a Delta Action Plan in June 2007 that provides a framework for staff to pursue actions with other agencies and stakeholders to build a sustainable Delta and reduce conflicts between water supply conveyance and the environment. The Delta action plan aims to prioritize immediate short-term actions to stabilize the Delta while an ultimate solution is selected, and mid-term steps to maintain the Delta while a long-term solution is implemented. Currently, Metropolitan is working towards addressing three basic elements: Delta ecosystem restoration, water supply conveyance, and flood control protection and storage development. In April 2015, the Brown Administration announced California WaterFix, as well as a separate ecosystem restoration effort called California EcoRestore (formerly known as the Bay Delta Conservation Plan). Together, the California WaterFix and California EcoRestore would make significant contributions toward achieving the coequal goals of providing a more reliable water supply for California and protecting, restoring, and enhancing the Delta ecosystem. The WaterFix was aimed at making physical and operational improvements to the SWP system in the Delta necessary to restore and protect ecosystem health, south -of -Delta SWP water supplies, and water quality. 6 2015 Metropolitan UWMP. 7 2012 USBR Colorado River Basin Water Supply and Demand Study. FUSCOE ENGINEERING, INC. 55D-25 17 41" AND CABRILLO WATER SUPPLY ASSESSMENT AUGUST 21, 2020 In May 2019, the Newsom Administration revised their stance on the WaterFix in response to multiple legal challenges. The revised project would include the construction of one tunnel instead of the previously proposed two -tunnel system. At this time, the DWR and the US Bureau of Reclamation (BOR) have withdrawn their water rights petition (the WaterFix Petition) and the project has been postponed indefinitely. Recycled Water The City depends on OCWD for its recycled water supply for non -potable uses such as irrigation. OCWD provided 352 AF of recycled water to the City of Santa Ana in 2015 as part of the Green Acres Project (GAP). OCWD owns and operates the GAP, a water recycling system that provides up to 8,400 AFY of recycled water as an alternate source of water that is mainly delivered to parks, golf courses, greenbelts, cemeteries, and nurseries in the cities of Costa Mesa, Fountain Valley, Newport Beach, in addition to Santa Ana. The City maintains an agreement with OCWD to supply GAP water to customers where available. It is anticipated that recycled water supplied to the City will maintain around 300 AFY through 2040. 3.2 CITY WATER DEMANDS The City's Water Utility provides water service within a 27-square mile service area to a population of approximately 335,299 as of 201 V . The City is almost completely built -out and its population is projected to increase only 0.9% by 2040. Approximately 67% of the City's water demand is residential including single family and multi -family residential units. Commercial land uses, including dedicated landscape, accounts for the remaining 33% of the total demand. The 2015 UWMP9 highlighted that water demands throughout the City were 36,656 AF from July 2014 to June 2015. The 2010 UWMP anticipated water demands in 2015 to be much larger at 47,800 AF. As mentioned, the difference is likely because of the mandatory water restrictions from the Governor's Executive Order and the fact that UWMPs are typically developed in a conservative manner and tend to overestimate future water demands. In April 2015 Governor Brown issued an Executive Order as a result of one of the most severe droughts in California's history, requiring a collective reduction in statewide urban water use of 25% by February 2016, with each agency in the state given a specific reduction target by DWR. In response to the Governor's mandate, the City began to track its water wasting prohibition enforcement activities. On June 2, 2015, the City declared a Phase 2 water supply shortage in Resolution No. 2015-025 by formally requiring all water consumers to reduce use by 12% relative to their 2013 consumption. Additionally, on August 4, 2015, a water wasting penalty rate was established by Resolution No. 2015-047. This new penalty rate permits City staff to penalize those users not meeting their water use reduction targets of 12%. The City of Santa Ana as a whole met its State mandated target; as a result, the City did not have to impose any monetary penalties on any of its users. As of April 7, 2017, Governor Brown ended the drought State of Emergency in most of California, while maintaining water reporting requirements and prohibitions on wasteful a Center of Demographics Research (CDR) at California State University, Fullerton 2015 City of Santa Ana Urban Water Management Plan. Found here: htips://Www.santa- ano.org/Sites/defoult/files/Documents/urban water_ mo nagement_pla n. pdf FUSCOE ENGINEERING, INC. 55D-26 18 41" AND CABRILLO WATER SUPPLY ASSESSMENT AUGUST 21, 2020 practices such as watering during or right after rainfall.10 The City continues to promote water use efficiency and currently has a goal to continue to reduce water demands by 3% compared to 2013 consumption. In addition, the City only allows outdoor watering to every other day or Monday, Thursday, and Saturday and only between the hours of 6 PM and 6 AM.'1 Such restrictions have significantly reduced water demands throughout California. In addition to these mandated restrictions, cities must follow the Water Conservation Act of 2009, also known as Senate Bill (SB) x7-7. This law required the State of California to reduce urban water use by 20% by the year 2020. The City must determine baseline water use during their baseline period and water use targets for the years 2015 and 2020 to meet the state's water reduction goal. The City's 2015 target was 123 gallons per capita per day (GPCD) and the 2020 target is 116 GPCD. The 2015 UWMP reported that the City has already met both the 2015 and 2020 water use targets with an actual use in 2015 of 83 GPCD. This is likely due to increased conservation as required by the Governor's Executive Order during severe drought conditions throughout California. The City's water demand has been decreasing in recent years due to the combination of the Governor's Executive Order and SBx7-7 goals. The City's water demands are then expected to increase by approximately 8% from 2015 to 2040 as shown in the table below. Table 6 City of Santa Ana Projected Total Water Demands Waterd 2015 2020 2025 2030 2035 2040 T Deman Potable and Raw Water 36,656 36,678 39,397 39,669 39,658 39,716 Recycled Water 352 320 320 320 320 320 Total Water Demand 37,008 36,998 39,717 39,989 39,978 40,036 Source: 2015 City of Santa Ana UWMP As shown above, it is projected that water demands will increase from 37,008 AF in 2015 to 40,036 AF in year 2040. These estimates are approximately 10,000 AF less than what was predicted in the 2010 UWMP further highlighting the conservative nature of UWMP preparation. The 2015 Metropolitan UWMP stated that Metropolitan would be able to meet the demands of its member agencies, including the City of Santa Ana, through 2040. Therefore, imported water demands for the City are projected to be met through the 20-year requirements of SB 610 and beyond. The City of Santa Ana 2015 UWMP also confirmed the ability of the local supplies and the OC Basin to meet the growing demands of the City. The ability for the City to meet these growing demands in multiple climate scenarios is explained in the sections below. 10 SWRCB Water Conservation Portal — Emergency Conservation Regulation, accessed on 10/01/2019. Found here: hHp://www.waterboards.co.gov/water issues/programs/conservation_portal/emergency_ regulation.shtml 11 City of Santa Ana — Water Conservation Website, accessed 1 0/01 /2019. Found here: hops://www.sonta- a no.org/sites/default/files/Documents/D rought_Flyer_F ina I_E ng_No_Cropmarks. pdf FUSCOE ENGINEERING, INC. 55D-27 19 41" AND CABRILLO WATER SUPPLY ASSESSMENT AUGUST 21, 2020 4. REGIONAL WATER SUPPLY RELIABILITY The City of Santa Ana currently depends on Metropolitan and local groundwater resources to provide the majority of its water supply. This section provides a description of the ability of Metropolitan, OCWD and the City to ensure that adequate water supplies will be available to satisfy the City's growing water demands including the proposed Project through 2040 during normal, single dry year and multiply dry year scenarios. 4.1 METROPOLITAN WATER DISTRICT REGIONAL WATER SUPPLY RELIABILITY Metropolitan's 2015 Urban Water Management Plan (UWMP) was finalized in June 2016 and has been prepared in compliance with Water Code Sections 10608.36 of SB X7-7 and Sections 10610 through 10656 of the Urban Water Management Planning Act (Act). The information included in the 2015 UWMP represents the most current and available planning projections of supply capability and demand developed through a collaborative process with the member agencies, including the City of Sana Ana. The Act requires reporting agencies to describe their water reliability under a single dry -year, multiple dry -year, and average year conditions, with projected information in five-year increments for 20 years. Metropolitan updates its retail municipal and industrial (M&I) projection periodically based on the release of official regional demographic and economic projections. The projections of retail M&I water demands used in the 2015 UWMP are based on data from the Southern California Association of Governments (SCAG) 2012 Regional Transportation Plan/Sustainable Community Strategy (April 2012) and the San Diego Association of Governments (SANDAG) Series 13: 2050 Regional Growth Forecast (October 2013). The projected regional water demand is adjusted to account for water conserved by Best Management Practices from active, code -based, and price -effect conservation. Supply analysis includes Colorado River supplies, SWP supplies and existing and proposed storage programs through Metropolitan's service area. Colorado River Aqueduct (CRA) supplies include supplies that would result from existing and committed programs and from implementation of the Quantification Settlement Agreement (QSA) and related agreements. State Water Project (SWP) supplies are estimated using the 2015 SWP Delivery Capability Report distributed by DWR in July 2015. In regard to storage, Metropolitan assumed 2015 storage levels at the start of simulation and used the median storage levels going into each of the five- year increments based on the balances of supplies and demands. See Table 7 below showing Metropolitan's ability to meet growing demands in normal, single -dry and multiple -dry year climate scenarios. FUSCOE ENGINEERING, INC. 5501-28 20 41" AND CABRILLO WATER SUPPLY ASSESSMENT AUGUST 21, 2020 Table 7 Metropolitan Multiple Climate Scenario Water Supply Capability and Projected Demands Comparison from 2020-2040 (AF) Forecast Year 1 2020 1 2025 1 2030 1 2035 2040 Normal Year Capability of Current Supply 3,448,000 3,550,000 3,658,000 3,788,000 3,824,000 Total Demands 1,860,000 1,918,000 1,959,000 2,008,000 2,047,000 Supply Programs Under Development 63,000 100,000 386,000 428,000 468,000 Total Potential Surplus 1,651,000 1,732,000 2,085,000 2,208,000 2,245,000 Single -Dry Year Capability of Current Supply 2,584,000 2,686,000 2,775,000 2,905,000 2,941,000 Total Demands 2,005,000 2,066,000 2,108,000 2,160,000 2,201,000 Supply Programs Under Development 63,000 100,000 316,000 358,000 398,000 Total Potential Surplus 642,000 720,000 983,000 1,103,000 1,138,000 Multiple -Dry Year Capability of Current Supply 2,103,000 2,154,000 2,190,000 2,242,000 2,260,000 Total Demands 2,001,000 2,118,000 2,171,000 2,216,000 2,258,000 Supply Programs Under Develo ment 43,000 80,000 204,000 245,000 286,000 Total Potential Surplus 145,000 116,000 223,000 271,000 288,000 Source: 2015 Metropolitan UWMP The findings of the 2015 Metropolitan UWMP highlight that Metropolitan has supply capabilities that would be sufficient to meet expected demands from 2020 through 2040 under the normal, single dry -year and multiple dry -year conditions. Metropolitan also has proposed programs in place to ensure against water shortages in the future. These programs include projects along the California Aqueduct and the Colorado River Aqueduct in addition to demand reduction projects. In all climate scenarios, Metropolitan estimates potential surpluses in water supply through 2040. The Metropolitan 2015 UWMP was made public in early 2016 and shared with Metropolitan's member agencies. Once these findings were finalized, the Metropolitan member agencies could conclude their own 2015 UWMP findings. The City of Santa Ana published their 2015 UWMP in April 2016 after determining Metropolitan would be able to meet the City's imported water demands through 2040. The City of Santa Ana and OCWD local water supply reliability is summarized below. 4.2 OCWD AND CITY OF SANTA ANA LOCAL WATER SUPPLY RELIABILITY Like Metropolitan, the City of Santa Ana is also required to assess the reliability of their water service to its customers under normal, single -dry and multiple -dry water years. As mentioned, the City depends on a combination of imported water from Metropolitan and local groundwater supplies from OCWD to meet its water demands. The City has taken numerous steps to ensure it has adequate supplies to provide for growing demands. FUSCOE ENGINEERING, INC. 55D-29 21 41" AND CABRILLO WATER SUPPLY ASSESSMENT AUGUST 21, 2020 The City has several water demand reduction requirements and resources on their website that informs its customers on how to save water. Some of the main requirements are summarized below: • Residential o Mandatory 3% reduction in water use compared to usage during the some billing period in 2013. o Outdoor watering is restricted to no more than every other day or Mondays, Thursdays and Saturdays, and only between the hours of 6 p.m. and 6 a.m.* o Leaks must be repaired within 48 hours of notification by the City. o No washing down sidewalks or driveways. o No excessive water flow or runoff that causes water to flow onto an adjoining sidewalk, driveway, street, alley, gutter or ditch. o No washing vehicles with a hose, unless the hose is fitted with a shut-off nozzle. o No operating a fountain or decorative water feature, unless the water is part of a recirculating system. o No outdoor watering during and 48 hours following measurable rainfall. • Businesses o Restaurants, cafes and bars can only serve water to customers on request. o Hotels and motels must prominently display a notice providing guests with the option of choosing not to have towels and linens laundered daily. In addition, landscape policies have also been modified to allow drought tolerate landscape throughout the City (see Appendix B). These programs have been successful in reducing water demands throughout the City's service area. OCWD is also taking strides to ensure local water supplies will meet growing demands now and into the future. As mentioned, OCWD manages the City's groundwater supply and the entire OC Basin utilizing the BPP approach. In 2013, OCWD's Board of Directors adopted a policy to establish a stable BPP with the intention to work toward achieving and maintaining a 75 percent BPP by FY 2015-1 6. Although BPP is set at 75 percent, based on discussions with OCWD a conservative BPP of 70 percent is assumed through 2040 for supply projection analysis in the City's 2015 UWMP. Principles of this policy include: • OCWD's goal is to achieve a stable 75 percent BPP, while maintaining the same process of setting the BPP on an annual basis (BPP will be set in April of each year after a public hearing has been held and based upon the public hearing testimony, presented data, and reports provided at that time). • OCWD's transition to the 75 percent BPP was due to construction of the GWRS Initial Expansion Project, which was completed in 2015. This expansion provided an additional 31 ,000 AFY of water for recharging the groundwater basin. • OCWD must manage the OC Basin in a sustainable manner for future generations. The BPP will be reduced if future conditions warrant the change. FUSCOE ENGINEERING, INC. 55D-30 22 41" AND CABRILLO WATER SUPPLY ASSESSMENT AUGUST 21, 2020 • Each project and program to achieve the 75 percent BPP goal will be reviewed individually and assessed for their economic viability. The BPP goals mentioned above coincide with other management strategies as shown in OCWD's Long Term Facilities Plan (LTFP), the 2015 Groundwater Management Plan and the 2020 Water Master Plan Report. These documents highlight OCWD's plans to ensure groundwater supply will be available into the future to support growing demands of its service area. As shown in Table 8 below, the City's available supply, including OCWD groundwater and Metropolitan imported water, will meet projected demand during normal, single dry and multiple dry years. For the City's 2015 UWMP, the normal dry year was selected as the City's 2015 demand. A single -dry year is defined as a single year of no to minimal rainfall within a period that average precipitation is expected to occur. The City has documented that it is 100% reliable for single dry year demands from 2020 through 2040 with a demand increase of 6% using FY 2013-14 as the single dry -year. Multiple -dry years are defined as three or more years with minimal rainfall within a period of average precipitation. The City is capable of meeting all customers' demands with significant reserves held by Metropolitan, local groundwater supplies, and conservation in multiple dry years from 2020 through 2040 with a demand increase of 6% using FY 201 1-12 through FY 2013-14 as the driest years. Table 8 City of Santa Ana Multiple Climate Scenario Water Supply and Demand Comparison from 2020-2040 (AF) Forecast Year 12020 12025 1 2030 12035 12040 Normal Year Supply totals 36,998 139,717 39,989 39,978 40,036 Demand totals 36,998 139,717 39,989 39,978 40,036 Single -Dry Year Supply totals 39,218 42,100 42,388 42,377 42,438 Demand totals 39,218 42,100 42,388 42,377 42,438 Multiple -Dry Year First year Supply totals 39,218 42,100 42,388 42,377 42,438 Demand totals 39,218 42,100 42,388 42,377 42,438 Second year Supply totals 39,218 42,100 42,388 42,377 42,438 Demand totals 39,218 42,100 42,388 42,377 42,438 Third year Supply totals 39,218 42,100 42,388 42,377 42,438 Demand totals 39,218 42,100 42,388 42,377 42,438 Source: 2015 City of Santa Ana UWMP FUSCOE ENGINEERING, INC. 55D-31 23 41" AND CABRILLO WATER SUPPLY ASSESSMENT AUGUST 21, 2020 As shown in Table 8 above, in all climate scenarios analyzed in the 2015 UWMP, available water supplies are projected to meet demands. Reliability of local water supplies will be ensured through continued implementation of the OCWD Groundwater Management Plan, OCWD's LTFP, and the combined efforts and programs among member agencies of Metropolitan. The City closely monitors development throughout the City to ensure water supplies will meet growing demand. The City has a log of all developments that have required a WSA and track the increases in water demands from these projects. These projects are listed below: • Civic Center Facilities Project WSA (November 2016) • Elan Apartments Project WSA (November 201 7) • MainPlace Mall Project WSA (April 2019) • The Bowery Project WSA (August 2020) The 4" and Cabrillo Project has been added to the City's list of proposed developments. The Project is anticipated to be constructed and operational in 2022. As shown in Table 9 below, the City is able to provide water supply to satisfy these additional projects including the 41h and Cabrillo. FUSCOE ENGINEERING, INC. 55D-32 24 w V o o 0 0 O CC'i C`'i N .- m r- D W b N N M m o 0 M rj M N O N V V O. of V m MO N N N a uj � N^ M n P CV m M N N N P O M n n W N O 7 O N m ` a _a $ @ $ `b a m o- O c E o i—� E 0 0 0- a a E o a ° c E o m � ❑ a � V � E ❑ d+ 3 m Q ` o m o Q h A v0 —❑ c ° o N ° O a ° j o o o o Q Q oZI -o ° c -° E -° o- ❑ '° a c q ❑ 91 c 'o 3 V v c O °°�a� ° y �n ct d+ ¢ c :o E❑ E a m0 m� o E as LL=° �¢ ` N s O_ cp� v a c m o a o u .Q a v �¢ o m= s 3 ¢° o v m o 0 0 o y N O o>>> c 0 a o a > N _� N N _° N O C C U ° V N 4p '[ O C d- c a a a a o c c c c c c () °' 0o O 'o -a 3 a c a H E m m m o v B u u B= E V u° m p o V' E ® I Q Q Q Q Q U V LU w 1=— IS- v ;E I U N N 55D-33 41" AND CABRILLO WATER SUPPLY ASSESSMENT AUGUST 21, 2020 As shown above, the UWMP and City water planning identifies sufficient water supplies to serve the Project in addition to other planned projects through 2040. As shown above, a small deficit of 391 AF (approximately 1 % of total demands) is projected for the year 2020. These demand/supply numbers come from projections calculated within the City's UWMP. However, as the Project will not be constructed until after 2020, there will be no additional deficit. In addition, as mentioned throughout this WSA, UWMPs are conservative in nature and tend to overpredict demand as described in Section 3.1 and Table 4. As confirmed by the City's Water Utility department, the deficits shown in Table 9 during the year 2020 would not occur due to the substantial decrease in demand over the past several years. FUSCOE ENGINEERING, INC. 55D-34 26 41" AND CABRILLO WATER SUPPLY ASSESSMENT AUGUST 21, 2020 5. CONCLUSION The City of Santa Ana depends on local and regional water supplies from OCWD and Metropolitan to satisfy growing demands. OCWD has managed the OC Basin for over 75 years and has plans to sustainably manage the groundwater system through 2040 under the new California SGMA policies and guidelines. Metropolitan has stated in its 2015 UWMP that its water supply portfolio will be able to satisfy regional growth and water demands through 2040. The same findings were concluded in the City of Santa Ana 2015 UWMP as both Metropolitan and OCWD supplies are projected to meet future water demands. The 2015 City UWMP projected that water demands would grow from 37,008 AF in 2015 to 40,036 AF in 2040. Over the past several years, actual demands decreased substantially to due to local conservation and regional drought management regulations. Therefore, like most UWMPs, the 2015 City UWMP is conservative with projections of water supplies needed to satisfy demands through 2040. The 2015 UWMP incorporates regional growth projections from CDR in order to determine future water demands. Projects like 4`h and Cabrillo are included in these regional projections of future population growth and are tracked by the City. The proposed Project will demand approximately 143 AF per year (an increase of approximately 143 AF per year as compared to existing water demands) which is well within the planned water supplies needed in the future in the City of Santa Ana. Therefore, this WSA is able to conclude adequate supplies are available to provide for the demands of the proposed Project as well as other service area demands within the City of Santa Ana. FUSCOE ENGINEERING, INC. 55D-35 27 41" AND CABRILLO WATER SUPPLY ASSESSMENT AUGUST 21, 2020 6. REFERENCES 2010 City of Santa Ana Urban Water Management Plan. 2012 USBR Colorado River Basin Water Supply and Demand Study 2015 Metropolitan of Southern California Urban Water Management Plan 2015 City of Santa Ana Urban Water Management Plan Center of Demographics Research (CDR) at California State University, Fullerton City of Santa Ana — Water Conservation Website, accessed 09/06/201 7. Found here: http://www.ci.sonto-ano.ca.us/waterconservation/ City of Santa Ana Design Guidelines for Water and Sewer Facilities (March 2017). Found here: http://www.sonto-ono.org/r)wa/documents/DesianGuidelines.oddf OCWD Groundwater Management Plan 2015 Update. June 17, 2015 OCWD. Engineer's Report, 201 7/18, February 2019 Senate Bill No. 1262, CHAPTER 594, found here: http://Ieginfo.legislature.co.gov/faces/bilITextClient.xhtmI?bill id=201520160SB126 2 SGMA Groundwater Information Center Interactive Map Application, found here: https: //g is.water.ca.gov/app/aici ma/ SWRCB Water Conservation Portal — Emergency Conservation Regulation, accessed on 09/06/201 7. Found here: httio://www.waterboards.ca.gov/water issues/programs/conservation portaI /em ergen cy_regulation.shtml FUSCOE ENGINEERING, INC. 55D-36 28 41" AND CABRILLO WATER SUPPLY ASSESSMENT AUGUST 21, 2020 7. TECHNICAL APPENDICES Appendix A— Proposed Project Water Demand Calculations Appendix B — Landscape Water Efficiency Ordinance No. 6355 Appendix C — SGMA Basin 8-1 Alternative Plan FUSCOE ENGINEERING, INC. 55D-37 2() 4I" AND CABRILLO WATER SUPPLY ASSESSMENT AUGUST 21, 2020 APPENDIX A PROPOSED PROJECT WATER DEMAND CALCULATIONS FUSCOE ENGINEERING, INC. 55D-38 M ƒ \ \ \ / / \ / LO � CL § \ / \ LO \ , J \ \ co+ \ 3ƒ \ ^ $ § § j jƒ jx x _ _ _ / / / & « 3§ 3 %2 j® ce z ( ( /» / co(\ \ _ 0 & \� , �« yr ® $® 2 ! ] a0 \ \ \ \ \ \ \ SSD- § 4I" AND CABRILLO WATER SUPPLY ASSESSMENT AUGUST 21, 2020 APPENDIX B CITY OF SANTA ANA LANDSCAPE GUIDELINES FUSCOE ENGINEERING, INC. 55D-40 .j, Planning and Building Agency Planning Division 20 Civic Center Plaza P.O. Box 1988 Santa Ana, CA 927022702 CALIFORNIA FRIENDLY (714) 647-5804 LANDSCAPE GUIDELINES www.santa-ana.org In response to the extreme drought conditions throughout California, and the drought State of Emergency declared by the Governor in 2014, landscape policies have been modified to allow drought tolerant landscape throughout the city. The following are the Planning Division policy guidelines for required landscape planting and "ground cover" on private property: 100% of the required landscape for private property MUST be covered with materials such as plants, compost and mulch, and permeable "hardscape" — with the exception of approved driveways and walkways. Refer to property zoning district for minimum of trees and shrubs. http://www.ci.santa-ana.ca.us/pba/planninq/ZoningDocuments.asp 2. Plant material must cover at least 65% of the required landscape area. a. The Landscape Plan MUST be designed such that it can reasonably be assumed that at least 65% of the site will be covered with plant material by the time the plants are mature, or within two years, whichever is sooner. This determination will be made at the sole discretion of Planning and Building Agency staff. Synthetic turf may be installed, provided it does not exceed 50% of the area designated as plant material for the yard. For more details on synthetic turf landscape plan requirement see http://www.santa-ana.org/pba/planning/documents/Synthetic turf standards.pdf b. Plant material is to be dispersed throughout the landscape area. 3. Permeable hardscape may cover no more than 35% of the required landscape area. a. Permeable hardscape may include pavers and brick set on a bed of sand, where no mortar or grout has been used. b. If not covered by permeable hardscape or plant material, landscape must be completely covered by at least a two-inch layer of mulch. Acceptable mulch includes compost, bark and other organic material. There can be no bare soil or installation of non -permeable (material water cannot easily penetrate) hardscape such as a concrete patio or walkway. c. Permeable hardscape adjacent to approve driveways shall not be used for parking of vehicles. Permeable hardscape is to no greater than two percent slope to allow for draining of water into the soil. All plant materials selected from these two websites (LA Coastal Gardens and www.bewaterwise.com) are acceptable drought tolerant plants. Irrigation systems should also be adjusted to be water efficient through best practices (drip irrigation, bubblers, etc.) Additional information and a variety of resources for creating and maintaining a California Friendly garden are available at http://vwvw.santa-ana.org/SAwatersmart/. For more information about landscaping your parkway, is please see the "Quick Links" for the Parkway Improvement Guidelines. M:\Landscape\CA Friendly Landscape Guideline May272015t 5 D _41 Sample of landscape planting and permeable hardscape e 1 20 Feet Landscape Plants (66% minimum) Permeable Hardscape (36% maximum) Single Family Residences (R1 zoning district) requires: 20 feet landscape setback for front yard; to include one 24-inch box canopy tree, six 5-gallon shrubs, ten 1-gallon shrubs (SAMC 41-240) and "ground cover" (per 2014 City California Friendly Landscape Guideline). A five feet landscape setback is also required for side yards, with the exception of approved walkway or driveway. M:\Landscape\CA Friendly Landscape Guideline May272015F5 5 D -42 4I" AND CABRILLO WATER SUPPLY ASSESSMENT AUGUST 21, 2020 APPENDIX C SIGMA BASIN 8-1 ALTERNATIVE PLAN FUSCOE ENGINEERING, INC. 55D-43 ,32 pe�C V w i CITY OF LA HABRA SINCE 1933 Irvine Ranch WATER DISTRICT Basin 8-1 Alternative "Reduced Version. Full document found here: hops://www.ocwd.com/media/4918/basin-8-I -alternative-final-report-1 .pdf Submitted by- Orange County Water District City of La Habra Irvine Ranch Water District Submitted to- California Department of Water Resources January 1, 2017 55D-44 Table of Contents Overview II. Hydrogeology of Basin 8-1 III. La Habra -Brea Management Area IV. OCWD Management Area V. South East Management Area VI. Santa Ana Canyon Management Area Attachment One: Documentation of Public Participation and Agency Approvals 2017 BASIN 8-1 ALTERNATIVE Table of Contents i 55D-45 Basin 8-1 Overview BASIN 8-1 ALTERNATIVE OVERVIEW The Sustainable Groundwater Management Act (SGMA) requires all high- and medium -priority basins, as designated by the Department of Water Resources (DWR), be sustainably managed. DWR designated the Coastal Plain of Orange County Groundwater Basin ("Basin 8-1" or "Basin") as a medium -priority basin, primarily due to heavy reliance on the Basin's groundwater as a source of water supply. Compliance with SGMA can be achieved in one of two ways: 1) A Groundwater Sustainability Agency (GSA) is formed and a Groundwater Sustainability Plan (GSP) is adopted, or 2) Special Act Districts created by statute, such as OCWD, and other agencies may prepare and submit an Alternative to a GSP. The agencies within Basin 8-1 have agreed to collaborate together in order to submit an Alternative to a GSP. Within this document, this Alternative to a GSP will be referred to herein as the "Basin 8-1 Alternative" or "Alternative". In accordance with Water Code §10733.6(b)(3), this Alternative presents an analysis of basin conditions that demonstrates that the Basin has operated within its sustainable yield over a period of at least 10 years. In addition, the Alternative establishes objectives and criteria for management that would be addressed in a GSP and is designed to be "functionally equivalent" to a GSP. As will be shown in the Basin 8-1 Alternative, Basin 8-1 has been operated within its sustainable yield for more than 10 years without experiencing significant and unreasonable (1) lowering of groundwater levels, (2) reduction in storage, (3) water quality degradation, (4) seawater intrusion, (5) inelastic land subsidence, or (6) depletions of interconnected surface water that have significant and unreasonable adverse impacts on beneficial uses of the surface water. Please note that the boundaries of Basin 8-1 described in this document are based on the scientific boundary modifications as accepted by DWR in 2016 as part of the Basin Boundary Modification Process. The Basin 8-1 Alternative has been jointly prepared by the Orange County Water District (OCWD), Irvine Ranch Water District (IRWD); and the City of La Habra (collectively the "Submitting Agencies"); pursuant to this Alternative, the Submitting Agencies will ensure the entire Basin 8-1 continues to be sustainably managed and data reported as required by SGMA. Other agencies within Basin 8-1 and at least partially outside of OCWD's boundaries support submission of the Basin 8-1 Alternative and either have participated in preparing the Alternative and/or reviewed the Alternative. These agencies include the cities of Brea, Corona, and Chino Hills; the Counties of Orange, Riverside, and San Bernardino; Yorba Linda Water District; and El Toro Water District. Pursuant to Water Code §10733.6(b)(3), the Basin 8-1 Alternative has been prepared by or under the direction of a professional geologist or professional engineer. 2017 BASIN 8-1 ALTERNATIVE Overview 1 55D-46 Basin 8-1 Overview For the purpose of compliance with the SGMA requirement that the entire basin be covered by this Basin 8-1 Alternative, Submitting Agencies have divided Basin 8-1 into four management areas: La Habra -Brea, OCWD, South East, and Santa Ana Canyon Management Areas, shown in Figure 1-1. Historically, the majority of Basin 8-1 (90% of the land area) has been managed by OCWD, which includes the land area within the OCWD Management Area and a small portion of the land area within the Santa Ana Canyon Management Area. The percentage of the land area within Basin 8-1 in each of the management areas is shown in Figure 1-2. Although the land areas outside of OCWD's jurisdiction in the Santa Ana Canyon and South East Management Areas have not been formally "managed" by OCWD, the hydrogeological conditions in these areas are essentially an extension of the managed basin. OCWD has incorporated data, when available, from these areas into the OCWD data base. For example, precipitation runoff from the mountains along the eastern border (in the South East Management Area) is estimated and incorporated into OCWD's basin water budget. The Santa Ana Canyon Management Area, created in this report in order to include land within and outside of OCWD's service area, is upstream of OCWD recharge operations. While OCWD does not have jurisdiction over all the land in this area, OCWD does have the rights to all the water in the Santa Ana River released from Prado Dam. In this respect, OCWD is actively engaged in managing the flow of surface water within the Santa Ana Canyon irrespective of land ownership. While the four management areas are described separately in this report, it is important to understand that actual "management" is not as distinct, and existing collaborative efforts between agencies in managing groundwater resources will continue. In the case of the La Habra -Brea Management Area, the City of La Habra has already been deemed the exclusive GSA for the La Habra/Brea area and intends to prepare a Groundwater Sustainability Plan (GSP). When La Habra submits a GSP, this Basin 8-1 Alternative will no longer include the La Habra/Brea area within the area designated by the GSP. As authorized by 23 CCR § 354.20, this Basin 8-1 Alternative describes four management areas as shown in Figure 1. The rationale for designating these management areas within Basin 8-1 is explained as follows: • La Habra -Brea Management Area includes the northern portion of Basin 8-1 that is located outside of the OCWD service area and is within the cities of La Habra and Brea. The City of La Habra currently manages this portion of Basin 8-1. Although this management area is hydrologically distinct from the OCWD Management Area there is an estimated 1,000 afy of subsurface groundwater flow from the La Habra -Brea Management Area to the OCWD Management Area. Surface water that recharges the OCWD portion of Basin 8-1 does not replenish the La Habra -Brea Management Area. The OCWD Management Area includes approximately 89 percent of the land area of Basin 8-1. Ninety-eight percent of all groundwater production within 8-1 occurs in this management area. This area includes the portion of Basin 8-1 that is within OCWD's service area, except for an approximately 7-square mile portion of OCWD's service area 2017 BASIN 8-1 ALTERNATIVE Overview 2 55D-47 Basin 8-1 Overview that is in the Santa Ana Canyon Management Area. OCWD has been managing the majority of Basin 8-1 since its formation in 1933. • The South East Management Area includes the southern and southeastern portion of Basin 8-1 that is hydrogeologically connected to the OCWD Management Area but is outside of OCWD's service area. This area consists of several, disconnected, small fringe areas that are within the DWR designated boundary of Basin 8-1. This management area includes areas under the jurisdiction of the IRWD, the El Toro Water District and the City of Orange. The groundwater basin in this area is thin and contains more clay and silt deposits than aquifers in the OCWD Management Area. Groundwater historically has flowed out of this area into the OCWD Management Area. Production has been minimal in this area due to hydrogeological conditions with little potential for significant future increases. • The Santa Ana Canyon Management Area includes the easternmost section of Basin 8- 1. This area includes land under the jurisdiction of several cities, two counties, and two water districts, including a portion that is within the OCWD service area. Groundwater production is relatively minor compared to groundwater production in the OCWD Management Area. The western boundary of this management area is located at Imperial Highway in the city of Anaheim where the basin thickness begins to increase. Imperial Highway crosses the Santa Ana River where OCWD begins to divert river water into the recharge facilities for percolation into the groundwater basin. The Basin 8-1 Alternative is organized as follows: • Overview: Provides a map and description of Basin 8-1 and a brief description of the basin management areas. • Hydrogeology of Basin 8-1: Provides a description of the hydrogeology of Basin 8-1 including a description of the basin, the aquifer systems, fault zones, total basin volume, basin cross -sections, basin characteristics, and general groundwater quality. • La Habra -Brea Management Area: Provides a description of sustainable management of the La Habra -Brea Management Area • OCWD Management Area: Provides a description of sustainable management of the OCWD Management Area • South East Management Area: Provides a description of sustainable management of the South East Management Area • Santa Ana Canyon Management Area: Provides a description of sustainable management of the Santa Ana Canyon Management Area 2017 BASIN 8-1 ALTERNATIVE Overview 3 55D-48 Basin 8-1 Overview LOS ANGELES II LL=' nl COUNTY r. wLLFRTCIi PLAsennP 4� O Is BVExA 40 PPIAN PARK ANAHEIM PRF66 ORANGE nLv. COUNT' AP erAxrox Los oNANCE ALANNros GARDEN GROVE 0` SEAL ® Q` BEACH WE6TNYN6TER 0 A. P _9 6ANTA ID ANA KUNTMOTON BEACH VPLIEY FVALUY IS7U2. N 4 Oil COSTA AIs BEACH DWR Basin 6-1 County Boundary N Mesas 0 12.00) 24.000 •+Z. .E iMMI Feet 5 SAN BERNARDINO COUNTY 1-ND Im SAR OApURI nu�Cs CORONA RIVERSIDE COUNTY - li.l' r , j La Habra Bea Management Area OCVv Management Area Santa Ana Canyon Management Area South East Management Area Figure 1-1: Basin 8-1 Management Area Boundaries 2017 BASIN 8-1 ALTERNATIVE Overview 4 55D-49 Basin 8-1 Overview P, j South East La Habra SAR Canyon OCWD Figure 1-2: Percentage of Land Area in Basin 8-1 within Management Areas 1. LA HABRA-BREA MANAGEMENT AREA The La Habra -Brea Management area covers the northern portion of Basin 8-1. The City of La Habra has been deemed the exclusive GSA under SGMA for this management area. This management area is part of Basin 8-1, but is hydrogeologically distinct from the OCWD Management Area and is not under the jurisdiction of OCWD. The City adopted a resolution to establish the La Habra Basin as a separate basin from Basin 8-1. OCWD adopted a resolution to support the City's request to DWR for an internal jurisdictional boundary modification in the OC Basin that follows the city limits of La Habra and Brea as is outside of the Orange County Water District's jurisdictional boundary. The La Habra -Brea Management Area is included with this Alternative to facilitate collaboration among groundwater agencies within Basin 8-1 as required by SGMA. The City of La Habra and portions of the City of Brea comprise the La Habra -Brea Management Area. This area overlies the extents of the proposed La Habra Groundwater Basin, referenced herein. The La Habra -Brea Management Area is currently monitored for groundwater elevations and for groundwater quality through productions wells and historical data from monitoring wells within the La Habra -Brea Management Area and surrounding area. 2017 BASIN 8-1 ALTERNATIVE Overview 5 55D-50 Basin 8-1 Overview As the City of La Habra currently depends on local groundwater to meet approximately 40 percent of its water consumption; preserving the sustainability of the La Habra -Brea Management Area is essential. Currently (and historically), the City of La Habra manages (and has managed) the La Habra -Brea Management Area through management plans and programs for groundwater levels, basin storage, and water quality. By January 2020, the City will manage the La Habra -Brea Management Area through a Groundwater Sustainability Plan under SGMA, which will describe the monitoring program and ensure that no undesirable results occur in the future. 2. OCWD MANAGEMENT AREA The OCWD Management Area covers an area of approximately 260 square miles within Basin 8-1, which represents approximately 89 percent of the land area of Basin 8-1. Ninety-eight percent of the groundwater production within Basin 8-1 occurs in the OCWD Management Area. Groundwater produced within the OCWD Management Area provides approximately 70 percent of the total water supply for a population of around 2.4 million residents. Since its formation by the California Legislature in 1933, OCWD has been the managing agency for the majority of Basin 8-1, also referred to as the Coastal Plain of Orange County Groundwater Basin. As a special act district listed in Water Code § 1072(c)(1), OCWD is the exclusive local agency within its jurisdictional boundaries with powers to comply with SGMA. Water demands within the OCWD Management Area have grown from approximately 150,000 acre-feet per year (afy) in the mid-1950s to a high of approximately 366,000 afy in water year 2007-08. OCWD operates an extensive network of recharge basins to increase recharge of surface water into the groundwater basin to support groundwater production. OCWD monitors the basin by collecting groundwater elevation and quality data from nearly 700 wells, including over 400 OCWD-owned monitoring wells, manages an electronic database that stores water elevation, water quality, production, recharge and other data on over 2,000 wells and facilities within and outside OCWD boundaries. An OCWD-operated water recycling plant provides up to 100 million gallons per day of advanced tertiary -treated wastewater that supplies recharge operations and a seawater intrusion barrier operated to protect the basin's water quality. OCWD manages groundwater storage and water levels within an established operating range which has resulted in sustainable conditions with no unreasonable and significant undesirable results. The Sustainability Goal for the OCWD Management Area is to continue to sustainably manage the groundwater basin to prevent conditions that would lead to significant and unreasonable (1) lowering of groundwater levels, (2) reduction in storage, (3) water quality degradation, (4) seawater intrusion, (5) inelastic land subsidence and (6) adverse impacts on hydrologically connected surface water. 2017 BASIN 8-1 ALTERNATIVE Overview 6 55D-51 Basin 8-1 Overview 3. SOUTH EAST MANAGEMENT AREA The South East Management Area contains portions of Irvine Ranch Water District (IRWD), El Toro Water District (ETWD), and the City of Orange. The area covered this management area is essentially an extension of the main basin and was formed to comply with the requirement that the entirety of Basin 8-1 be covered by a responsible agency. There is relatively little existing, or potential, groundwater development within the South East Management Area. What pumping does occur is less than 200 acre -feet -per -year (afy), which is much less than the total recharge to the area. Water levels and storage levels are steady. The Sustainability Goal for the South East Management Area is to recognize it is a small part of the larger groundwater basin that is managed by OCWD. Nevertheless, groundwater levels and water quality will be monitored to assure that conditions do not lead to significant and unreasonable (1) lowering of groundwater levels, (2) reduction in storage, (3) water quality degradation, (4) inelastic land subsidence, (5) unreasonable adverse effect on surface water resources, and (6) adverse impacts on hydrologically connected surface water. 4. SANTA ANA CANYON MANAGEMENT AREA The Santa Ana Canyon Management Area covers the easternmost extent of Basin 8-1. The water resources in the Santa Ana Canyon Management Area include the Santa Ana River and groundwater. Groundwater is primarily located in a thin alluvial aquifer that is 90 to 100 feet thick and is a combination of infiltrated surface water and groundwater inflow from the adjacent foothills. Groundwater pumping in this management area is primarily used for irrigation with a minimal amount used for potable purposes. The amount of groundwater pumping is small relative to the large volumes of flow in the canyon provided by the Santa Ana River and monitoring indicates there are no depletions of interconnected surface water that have significant and unreasonable adverse impacts on beneficial uses of the surface water. There are no groundwater withdrawals within the areas covered by the Cities of Anaheim, Chino Hills, and Yorba Linda; Riverside County; and Yorba Linda Water District. OCWD has water rights to all Santa Ana River flows released through Prado Dam. For the area within its boundary, OCWD has the legal authority through the OCWD Act to require reporting of groundwater production and to charge groundwater pumping assessments for groundwater production. OCWD also monitors surface water flow and quality as well as groundwater levels and quality throughout the Santa Ana Canyon Management Area. The Sustainability Goal for the Santa Ana Canyon Management Area is to continue monitoring sustainable conditions and monitor to ensure that no significant and unreasonable results occur in the future. 2017 BASIN 8-1 ALTERNATIVE Overview 7 55D-52 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: DECEMBER 15, 2020 TITLE: RESOLUTION TO ADOPT AND APPROVE FOR SUBMISSION THE FISCAL YEAR 2019-20 MEASURE M2 YEAR-END EXPENDITURE REPORT TO CONTINUE RECEIVING COMPREHENSIVE TRANSPORTATION FUNDING PROGRAM GRANTS ANNUALLY CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1� Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For weloi11►U1gliCe7 /s/ Kristine Ridge FILE NUMBER CITY MANAGER RECOMMENDED ACTION Adopt a resolution approving the Measure M2 Annual Expenditure Report for Fiscal Year 2019-20, and authorize submission of the report to the Orange County Transportation Authority, as required by Measure M2 Funding Eligibility Guidlines. DISCUSSION In November 1990, Orange County voters approved Measure M, a 20-year one -half -cent sales tax to fund transportation projects in Orange County. Sixteen years later, in November 2006, the voters again approved the Renewal of Measure M, referred to as M2, for an additional thirty years. M2 became effective in April 2011, and the net revenues generated by M2 contribute to two types of grant funding: Local Fair Share (LFS) and Competitive. All Orange County cities are eligible for LFS funding which is distributed based on population, number of existing Master Plan of Arterial Highways centerline miles, and taxable sales. Under the competitive component of M2 funding, cities must compete and demonstrate support of regional transportation to successfully qualify for grant monies. Fulfilling M2 eligibility requirements also allows the City to qualify for other regional competitive OC Go M2 grant funding opportunities. Each year local agencies are required to submit documentation to the Orange County Transportation Authority (OCTA) that includes the End of Year Expenditure Report adopted via resolution. The expenditure report is a detailed financial document submitted by each jurisdiction which is used to track and validate financial activity related to the Renewed Measure M2 and other improvement funds. The report accounts for receipt, interest earned, and use of Measure M2 and other funds, while delineating the distribution of actual revenue and expenditures consistent with maintenance of effort requirements. Adoption of the Measure M2 Annual Expenditure Report by Resolution (Exhibit 1) is a required reporting element that must be submitted within six months of the jurisdiction's fiscal year end. 55E-1 Resolution — Adoption of Measure M2 Year -End Expenditure Report by Resolution December 15, 2020 Page 2 FISCAL IMPACT Approval of the Recommended Action will maintain the City's eligibility to receive Measure M2 funds annually. Upon renewal of Measure M2 eligibility, the City of Santa Ana is anticipated to receive an estimated $4.2 million in LFS funds and over $13 million in M2 competitive grant funds for Fiscal Year 2020-21. In the past, the City has received an average of $20 million in combined annual revenue from M2 LFS and competitive fund program allocations. If the recommended action is not approved, the City will lose Measure M2 LFS revenue, along with the ability to apply for and receive future OCTA Comprehensive Transportation Funding Program competitive grant funds. Fiscal Impact Verified By: Kathryn Downs, CPA, Executive Director— Finance and Management Services Agency Submitted By: Nabil Saba, P.E., Executive Director — Public Works Agency Exhibit: 1. Resolution 55E-2 EXHIBIT 1 jmf 11/24/20 RESOLUTION NO. 2020-XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA CONCERNING THE MEASURE M2 EXPENDITURE REPORT FOR THE CITY OF SANTA ANA 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. Local jurisdictions are required to meet eligibility requirements and submit eligibility verification packages to the Orange County Transportation Authority (OCTA) in order to remain eligible to receive M2 funds. B. Local jurisdictions are required to adopt an annual M2 Expenditure Report as part of one of the eligibility requirements. C. Local jurisdictions are required to account for Net Revenues, developer/traffic impact fees, and funds expended by local jurisdiction in the M2 Expenditure Report that satisfy the Maintenance of Effort requirements. D. The M2 Expenditure Report shall include all Net Revenue fund balances, interest earned, and expenditures identified by type and program or project. E. The M2 Expenditure Report must be adopted and submitted to the OCTA each year within six months of the end of the local jurisdiction's fiscal year to be eligible to receive Net Revenues as part of M2. Section 2. The City Council of the City of Santa Ana hereby finds that the FY 2019/20 Measure M2 Expenditure Report is in conformance with the template provided in the Measure M2 Eligibility Guidelines and accounts for Net Revenues including interest earned, expenditures during the fiscal year, and balances at the end of fiscal year. Section 3. The M2 Expenditure Report is hereby adopted by the City of Santa Ana. Section 4. The Finance Director of the City of Santa Ana is hereby authorized to sign and submit the Measure M2 Expenditure Report to OCTA for the fiscal year 2019/20. Resolution No. 2020-XXX Page 1 of 2 55E-3 ADOPTED this day of 12020. Vicente Sarmiento Mayor APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney John M. Funk Sr. Assistant City Attorney AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers CERTIFICATE OF ATTESTATION AND ORIGINALITY I, DAISY GOMEZ, Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2020-XXX to be the original resolution adopted by the City Council of the City of Santa Ana on Date: Resolution No. 2020-XXX Page 2 of 2 Clerk of the Council City of Santa Ana 55E-4 City of Santa Ana Schedule 1 M2 Expenditure Report Fiscal Year Ended June 30, 2020 Beginning and Ending Balances Description Line Amount Interest No. Balances at Beginning of Fiscal Year A M Freeway Projects 1 $ $ - O _ Re$ional Capaaty Program (RCP) „ ,,, - 2 $ ,(16 771 864) $ ,, 222 772,,,, P Regional Traffic Signal Synchronization Program (RTSSP) 3 $ (521,064) $ 8,286 Q . . ..Local Fair Share...._.......... ...... . .. . ... . ...... ...,.,... 4. . ,. $ ,....7,539,966 .$.. .. .... 24,0 269 0 R ;High Fre uenc MetrolinkService 5 $ $ Extensions to Metrolink it Exte... 6 $ 292r230 .,,,,.,. „ ... ........ T .m...,..........._...... ....... _ `Convert Metrolink Station(s) to Regional Gateways that 7 „,. $ .........„, ..$„ $ ......... .......... _connect Orange County with High -Speed Rail Systems Program orSenior Non -Emergency Medical 8 $ 60750 $ P.Senior o,gramMobility n' .n^ .580 V Community,BasedTransit/Circulators 9 $ $ - W_ :Safe Transit StoPs. 10 $ ,,,,, (5920)_$ _... X ._,.... . ,a,----... . _ Environmental Cleanup,Pro�ram (Water Quality) 11 $ ....... , (286 056) $ 1 639 ..._ k Other* 12 $ - Balances at Beginning of Fiscal Year _..... . ..... ..,. _..., _ ., ... ...... „ „„ -._... ..,.. ,,.. _ . .. , . 13 .. $ (9,691,958) ............ . $ 475,967 ... _.._.a „., _... -- -Monies Made Available During Fiscal Year 14 $ 6,837,775 $ 763 Total Monies Available (Sum Lines 13 & 14) 15 $ 476,7,3.0 . ..,�................ 'Ex endituresDuringFiscalYear .$$ 16 . .(2854,183 7,619,997 $ ..- Balances at End of Fiscal Year .. _. _. _...... _. , ............. .. ......... .......... ............................... . .._............,.....................................-............... _.. A-M 'FreewayProjects 17 $ - $ - 0 _Regional Capaaty Program (RCP) 18 $ (20,869,271) „$ 222,772 P 'Regional Traffic Signal Synchronization Program (RTSSP) 19 $ (579,402) $ 8,286 -.Q_ ... LocalFairSh.re,_..___..... ,.,,.a__._ ....................... ......... ... ...................., ...... ._..._ ..._.�._. .. 20....$ .,. ..,1.. .,..,.,.,.. 1,064,510 $ ._.... ._.......... ,. 242,771 .,, _ ., R High Frequency Mqt q!ink Service 21 $ $ _.. _...,.__.__ S .. _ ,...,.....�.. , .. `Transit Extensions to Metrolink 22 $ 292,230 $ _- - T .Convert Metrolink Station(s) to Regional Gateways that 23 $ $ ._.._._.......... connect Orange County with High -Speed Rail Systems __.......... ..__...,_.._..... _....w._.._.._.__..._...__....._..... -,. .,,....... ,..___ ...... ...., _..,.......... .,.......... , ..,- ,._..._ ...... u 'Senior Mobility Program or Senior Non -Emergency Medical 24 $ 193,376 $ 1,262 .Pro ram V 'Community Based Transit/Circulators 25 $ - $ W -Safe TransitStoPs 26 .. w X _....___ iEnvironmental Cleanup Program (Water Quality) 27 .$ $ m,.,.,. m(5920,),$- (569 704) $ 1,639 ._._.� :Other: ........... ....� ..,..._......._._._...___._._.... .. 28.....$.. -_.,_.._. .. $ * Please provide a specific description 55E-5 City ofSanta Ana M2 Expenditure Report Schedule Fiscal Year Ended June 30, 2020 Sources and Uses Description Line Amount Interest No. Revenues:-- - _ A-M Freeway Projects 1 $ - $ - O Regional Capacty Program KN.. 2 15 788 $, 0... ., ......._. .., _.,___.,....... ,e........ P Regional Traffic Signal Synchronization Program (RTSSP)^ ... 3 ,$,_ „ , $ .... .. . - Q Local Fair Share 4 "$ $ 6,546,298 $ 81 R High m.k..Service 5 $.. 5.,.,,.,, - ......... .......-, S Transit Extensions to Metrolink "... .. .......... .. .. _.... ......_......,___...._.__.. _............ 6 $ ...,, . ......,.,.... - ., .. ........ $ .. ....._. - ,...„., ....... T Convert Metrolink Station(s) to Regional Gateways that connect 7 $ $ Orange County with High -Speed Rail Systems . ... ......E, ., , . _.,_...__.._....... U Senor Mobility Program or Senior Non Emergency Medical Program 8 ..n $ 2. 690 $ 682 V Communit Based Transit Circulators 9 . .. . .. , ... .... W Safe Transit Stops ........ 10 $ - ... Cl anup..,_...,.. . ate ,_,.._._...a._._.,..__....... X Environmental Cleanup Program (Water Quality) 11 .$... $ . ...,... . - ... $ ........ ..... - :Other* ........ 12 $ .- ... $ - TOTAL REVENUES (Sum lines 1 to 12) 13 $ 6,837,775 $ 763 Expenditures: "" " A M _-Freewa Pro ects Y...,,,J.. 14 $ . _.... ..............� .. .......,..,, O :Regional Capacity Program (RCP) 15 $ 4,113'195 $ - -, $ ynchronization ., .... .. Q :Local Fair Share_. . 17 .., ....................$.......,,,,.... $ .30154 $ - .. ;... R ihFrequenc MeolinkServ¢e 18$ $ ....., S Transit Extensions to Metrolink .,. ,.egio 19 $ - $ - _ cone.........,. . ......., ...Gateways that T on(s) to Regional Gateways that connect Muntylw . ......$ 20 .... . . . . . ....... $ .,........., .,-_...., Orange County thtatio High -Speed Rail Systems U Senior Mobih Pro ram or Senior Non Emer ency Medical Pro ram 21.1 $„ V ",Communi Based Transit/Circulators 22 $ $ W -Safe Transit Stops 23 $ $ X Cleanup Pro ram f Waterquality� 24 $ 283 648 $ � __Environmental „wNa�m w, tl,,, Other* . 25 $ $ TOTAL EXPENDITURES (Sum lines 14 to 25) 26 $ 7,619,997 $ - TOTAL BALANCE (Subtract line 26 from 13) 27 $ (782,222) $ 763 * Please provide a specific description 55E-6 o �°E d; rg 0 f v c O � >P _ x b t C ao z= x - N06 S � - 9 x3d Eny yF O L m QYc Y Q o �fm o .33 = Q 3 m t E _ y 2 55E-7 s r l - � w d B 3 Y m c o;o"iF3iX 3�Aw City of Santa Ana Schedule 4 M2 Expenditure Report Fiscal Year Ended June 30, 2020 Local Fair Share Project List PROJECT NAME AMOUNT EXPENDED ALLEY IMPRV PROGRAM FY 17/18 14,620.07 BRISTOL & EDINGER CLASS II BK 856.47 BRISTOL REHAB 17TH-SANTA CLARA 614,796.74 BRISTOL ST CORR TRFF SIG SYNCH 15,612.20 BRISTOL ST PROTECTED LN EDGRA 1,167.80 Bristol Wdng-Wrnr/St Andrw IV 34,578.00 CABRILLO PARK SIDEWALK IMPROV 14,480.72 CITYWIDE BIKE RACK & SARTC 13,905.23 FLOWER ST SAFETY ENHANCEMENTS 15,900.00 LOCAL ST PREVEN MAINT FY 18/19 1,379,592.14 LOCAL ST PREVENT MAINT FY17/18 (17,873.16) LOCAL ST PREVENT MAINT FY19/20 338,525.99 MAIN ST REHAB: EDINGR TO FIRST 5,829.68 MAIN ST TRAFFIC SIG SYNCH 3,970.52 OMNIBUS CONCRETE FYE18 & 19 (2,491.29) PAVEMENT MANAGEMENT FY 18/19 109,165.57 PAVEMENT MANAGEMENT FY 19/20 188,839.56 PROJECT DEVELOPMENT FY 19/20 43,889.18 RIGHT OF WAY MGMNT FY 19120 155,504.45 TRAFFIC MANAGEMENT PLANS 16/17 15,249.50 TRAFFIC MANAGEMENT PLANS 17/18 12,332.81 TRAFFIC MANAGEMENT PLANS 18/19 (44,579.70) TRAFFIC MANAGEMENT PLANS 19/20 5,134.00 TRAFFIC SAFETY PRO DEV 18/19 49,497.45 TRAFFIC SGNL EQUIPMNT REP19/20 1,176.00 WESTMNSTER REHAB:HARBR TOCLINT 52 ma nn 3,021,753.93 55E-8 City of Santa Ana Signature Page M2 Expenditure Report Fiscal Year Ended June 30, 2020 I hereby certify that: ❑x All the information attached herein and included in schedules 1 through 4 is true and accurate to the best of my knowledge; IN The interest earned on Net Revenues allocated pursuant to the Ordinance shall be expended only for those purposes for which the Net Revenues were allocated; ® The City of Santa Ana is aware of the State Controller's "Guidelines Relating to Gas Tax Expenditures for Cities and Counties", which is a guide for determining MOE Expenditures for M2 Eligibility purposes; IN The Citv's Expenditure Report is in compliance with direction provided in the State Controller's "Guidelines Relating to Gas Tax Expenditures for Cities and Counties;" and IN The City of Santa Ana has expended in this fiscal year an amount of local discretionary funds for streets and roads purposes at least equal to the level of its maintenance of effort requirement. Kathryn Downs Director of Finance (Print Name) kbi6,� Kathryn Downs (Nov 25, 2020 07:51 PST) Nov 25, 2020 Date Signature y 55E-9 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: DECEMBER 15, 2020 TITLE: APPROVE THE ANNUAL CALENDAR OF REGULAR CITY COUNCIL MEETINGS FOR 2021 CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on 1� Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO /s/ Kristine Ridge FILE NUMBER CITY MANAGER RECOMMENDED ACTION 1. Review calendar of regularly scheduled City Council Meetings in 2021. 2. Cancel the regularly scheduled City Council meeting for January 5, 2021 and August 3, 2021. 3. Direct staff to post Notice of Cancellation(s). The City Council hereby waives notice of said meetings as required by the government code. DISCUSSION Consistent with past practice, the City Council has canceled the first meeting of the year and one meeting during the summer months. If the City Council cancels any regularly scheduled meeting, they will resume consideration of agenda items at their next regular scheduled meeting. The City Council reserves the right to cancel any other meetings and notify the public as legally required by the Brown Act. The 2021 Master Calendar and agendas for all regular and special meetings will be posted on the City's website at: www.santa-ana.org/cc/city-meetings. City Council meetings are typically held in the Council Chamber, 22 Civic Center Plaza, Santa Ana, CA 92701 or as otherwise noted on the agenda. FISCAL IMPACT There is no fiscal impact associated with this action. Submitted By: Daisy Gomez, Clerk of the Council Exhibit: 1. Calendar of City Council Meetings 65A-1 L X W 4) MEN 1 1111 MEN 1MEN 111111 111111 N N N b N F N � p M O n Q a` w N P b M — N m h N N n Q m N N NEW 1 111111 HOW 111111 NEW I 1■11 �11 I1I� 1■11 �1II y � N O N N P b O f- N W E w 3 WQ m N N b M O N h N P b N n Q N N N M n N h N P b N � 3 a' o n Q N M N P o M - M N m N N P N N 1ri N M n M N P •o M N F W w u b M O N N h N P b N o M O n N N M P F N W a M O n Q 0 •Z N P b M O N M m h N P N N n Q N N 0 11 65A-2 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: DECEMBER 15, 2020 TITLE: BIENNIAL REVIEW AND APPOINTMENT OF REGIONAL BOARD REPRESENTATIVES /s/ Kristine Ridge CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: F-ITOJOT1067iffill ❑ As Recommended ❑ As Amended ❑ Ordinance on 1sl Reading ❑ Ordinance on god Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER 1. Review the regional board appointment list and appoint members and alternates to serve as representatives to various outside agencies through December 2022 (or specific term where noted); and, 2. Adopt a resolution designating and appointing a representative to the Orange County Fire Authority's Board of Directors, if necessary; and, 3. Direct the Clerk of the Council to update and post the Fair Political Practices Commission (FPPC) Form 806 (Agency Report of Public Official Appointments) on the City's website. DISCUSSION The Mayor and City Council represent the City's interest in regional issues by serving on a number of regional boards which make public policy decisions in the areas of transportation, water resources, fire services, and government facilities. The City Council reviews regional board appointees on an annual basis and can make necessary changes. Attached is a list of current representatives, meeting dates, compensation and other pertinent information on each board (Exhibit 1). For discussion purposes, the following is a list of regional boards and appointing authority. • Metropolitan Water District: The Metropolitan Water District of Southern California is a regional wholesaler that delivers water to 26 member public agencies — 14 cities, 11 municipal water districts, one county water authority — which in turn provides water to more than 19 million people in Los Angeles, Orange, Riverside, San Bernardino, San Diego and Ventura counties. Metropolitan is governed by a 38-member board of directors who represent their respective member agencies ensuring each member agency is part of the 65B-1 Annual Review and Appointment of Regional Board Representatives December 15, 2020 Page 3 of 3 governance of Metropolitan. A board member is appointed by the majority of the City Council (member does not have to be elected official). Councilmember Thai Viet Phan has expressed an interest to serve. • Newport Bay Watershed Executive Committee: The Newport Bay Watershed Executive Committee (Executive Committee is the successor to the Upper Newport Bay Sediment Control Executive Committee established through a cooperative agreement in the early 1980s. The Executive Committee was formed by amendment of the cooperative agreement in 1999, and now includes in its interests the impairments of Newport Bay caused by nutrients, toxics, and pathogens in addition to sediment, as well as related environmental enhancements. Members of the Executive Committee are elected, appointed, or executive level managers, with one member from each of the signatories to the agreement (the County member, however, represents both the County and the Orange County Flood Control District). The Executive Committee provides strategic direction for environmental enhancement programs in the watershed, advocacy of these programs to the elected/appointed boards of the member organizations, and a forum for discussion of watershed environmental issues. Current representative is Executive Director of Public Works, Nabil Saba. • Orange County Fire Authority (OCFA): The Orange County Fire Authority Board of Directors has twenty-five members and sets policy according to its adopted Rules of Procedures. Twenty-three of the members represent partner cities, and two members represent the county unincorporated area. A board member is appointed by the majority of the City Council. Selection must be authorized by resolution. Councilmembers Johnathan Ryan Hernandez and Jessie Lopez have expressed their interest to serve. • Orange County Sanitation District (OCSD) Board: The Orange County Sanitation District is a wastewater treatment facility that serves Orange County, California. It consists of two operating plants, referred to as Plant No. 1 located in Fountain Valley and Plant No. 2 located in Huntington Beach. It is the third largest wastewater treatment facility west of the Mississippi River. OCSD and the Orange County Water District were awarded the Stockholm Industry Water Award in 2008 for pioneering work to develop with Trojan Technologies the Groundwater Replenishment System, the world's largest water purification plant for groundwater recharge. A board member and alternate are appointed by the majority of the City Council. Current Councilmember Nelida Mendoza and Mayor Pro Tern David Penaloza are respectively serving as the representative and alternate. Councilmember Nelida Mendoza has expressed an interest in continuing to serve as the representative. 65B-2 Annual Review and Appointment of Regional Board Representatives December 15, 2020 Page 2 of 3 • Orange County Vector Control: The Orange County Vector Control Board is an independent special district dedicated to controlling rats, mosquitoes, and other disease carrying and public health pests. Activities also include surveillance of vectors and vector -borne diseases, public education services and identification of public health pests. Each Trustee is appointed by the city they represent to serve a two or four-year term. Current representative, Cecilia Aguinaga, was appointed to a term that will expire on January 2024. Representative may only be removed for cause. • Orange County Water District: The Orange County Water District manages, replenishes and protects the Orange County Groundwater Basin —Orange County's largest source of drinking water. The 270-square-mile basin provides approximately 75 percent of the water supply to more than 2.5 million residents in north and central Orange County. A 10-member board of directors governs the District and implements policies that foster sound management of the basin, as well as support the advancement of OCWD's mission to provide an adequate, reliable, high -quality water supply at the lowest reasonable cost in an environmentally responsible manner. Seven board members are elected and three are appointed by Anaheim, Fullerton and Santa Ana city councils. Current Mayor Vicente Sarmiento is serving as the representative. Councilmembers Johnathan Ryan Hernandez and Nelida Mendoza have expressed their interest to serve. • Southern California Association of Governments (SCAG) District #16: Pursuant to the SCAG bylaws, each SCAG district in the six -county SCAG region has one Regional Council seat. Regional Council members are elected by a vote of the cities in each SCAG district that are members of SCAG. Elections for Regional Council District Representatives are completed every other year, with elections for odd - numbered districts occurring in odd -numbered years, and elections for even numbered districts occurring in even -numbered years. Each elected SCAG Regional Council member can participate on any policy committee of choice. SCAG bylaws allow for additional Regional Council seats to be assigned to each Board of Supervisors and each county transportation commission member agency. Each SCAG subregion also has an at -large policy committee seat for as many districts that are located in the subregion. These at -large policy committee seats are filled through an appointment by the subregional board and are called Subregional Representatives. A board member and alternate is appointed by the majority of the City Council. Current Councilmember Phil Bacerra is serving as the representative and has expressed an interest in continuing to serve as the representative. Councilmembers Johnathan Ryan Hernandez and Jessie Lopez also expressed their interest to serve. L• Annual Review and Appointment of Regional Board Representatives December 15, 2020 Page 3 of 3 Orange County Council of Governments (OCCOG): The Orange County Council of Governments (OCCOG) is one of twelve subregions in the SCAG region, and comprises the Orange County subregion to SCAG. There are twelve SCAG districts within Orange County, allowing for 12 Subregional Representative seats at -large to serve on SCAG policy committees. To be an eligible nominee for a Subregional Representative seat, the nominee must be an elected official from a SCAG member city. There is no term limit for a Subregional Representative seat, provided the appointee continues to be an elected official from a SCAG member city. • Transportation Corridor Agencies (TCA) — Foothill/Eastern: Joint Powers Authority formed in 1986 to design, finance, construct and operate the three Orange County toll roads. The Agency is in the process of merging all toll roads under the direction of one board. A board member and alternate are appointed by the majority of the City Council. Current Mayor Pro Tern David Penaloza is serving as the representative and has expressed an interest in continuing to serve as the representative. Councilmembers Johnathan Ryan Hernandez and Jessie Lopez have also expressed their interest to serve. • Transportation System Improvement Authorities - Orange & Tustin (TSIA): Formed in 1990, City of Santa Ana approved a joint authority with the Cities of Orange and Tustin to improve areas of mutual interests. A board member and alternate are appointed by the majority of the City Council for each of the two (2) Authorities. Current Mayor Pro Tern David Penaloza is serving as the representative. FISCAL IMPACT There is no fiscal impact associated with this action. Exhibits: 1. List of Current Regional Board Members 2. Resolution for OCFA Appointment L. CITY OF SANTA ANA 2020 REGIONAL BOARD MEMBERS Exhibit 1 BOARD CURRENT POSITION MEETINGS COMPENSATION / TERM MEMBER REMUNERATION EXPIRES Board Mtgs 2nd Tues of Mileage Metropolitan Water District de e Balers Rep mo. @ 12:30 with Cmte reimbursement Board (MWD) mtgs at 8 a.m.; Cmte Mtgs from MWD 4th Tues all day Nabil Saba, Quarterly the 3rd Newport Bay Watershed Executive Wednesday from 130-3:00 Executive Committee Director, Rep. at Irvine Ranch Water None Public Works District, 15600 Sand Canyon Ave, Irvine, 92618 Orange County Fire * � � oeg, ^as Rep. Every Month at 6:30 p.m. $100 per mtg.; max Requires Authority (OFCA) $300 Resolution OC Sanitation District * Nelida Rep Meets once a month on the $212.50/Mtg. Max Mendoza 4th Wednesday at 6 p.m. 6/Mo. Plus mileage OC Sanitation District * David Alt. Meets once a month on the $212.50/Mtg. Max Penaloza 4th Wed. at 6 p.m. 6/Mo. Plus mileage OC Vector Control District Cecilia Rep on 3rd Thursday at 3 $100/Mtg. 1/2024 i pm- 1 st & 3rd Wednesday at 1 Orange County Water Vicente 5:30 p.m., 18700 Ward St., $221.12/ Day Max District* Sarmiento Rep. Fountain Valley, CA — 10 mtgs./Mo. Plus Committees at various mileage $0.50 times / dates Southern California District 16 - Meets 1st $120/Mtg. Max Association of Phil Bacerra Rep. Thursday of each month, 6/Mo. Plus mileage Governments (SCAG) * 10 a.m. — 130 p.m. from City Hall Orange County Council of Meets once a month on the Governments Board of Phil Bacerra Rep. 4th Thurs. at 11 a.m. None Directors (OCCOG) * Orange County Council of Meets once a month on the Governments Board of dese Selene Alt. 4th Thurs. at 11 a.m. Directors (OCCOG) * David $120/Mtg. Max Transportation Corridor * Penaloza Rep. Meets on the 2nd Thursday 6/Mo., Ad Hoc Agencies (TCA) at 930 am Cmts $120 plus Mileage $120/Mtg. Max Transportation Corridor Vacant Alt. Meets on the 2nd Thursday 6/Mo.; Ad Hoc Agencies (TCA) * at 930 am Cmts $120 plus Mileage S.A./ Orange T.S.I.A. David Penaloza Rep. As needed. None S.A./ Orange T.S.I.A. Vacant Alt. As needed. None David S.A./ Tustin T.S.I.A. Penaloza Rep. Meets quarterly, 4th Thurs. None at 4 p.m. S.A./ Tustin T.S.I.A. Vacant Alt. Meets quarterly, 4th Thurs. None at 4 p.m. Revised 12512020 \m � EXHIBIT2 LS 12,15.20 RESOLUTION NO. 2020-xx A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA, CALIFORNIA, DESIGNATING AND APPOINTING ITS REPRESENTATIVE TO THE ORANGE COUNTY FIRE AUTHORITY'S BOARD OF DIRECTORS WHEREAS, the City of Santa Ana ("City"), as a "member" of the Orange County Fire Authority Joint Powers Authority ("JPA") is entitled to appoint a representative director ("Director") to the Orange County Fire Authority's Board of Directors, and WHEREAS, each member agency, by resolution of its governing body, shall designate and appoint one (1) representative to act as its Director on the Authority Board of Directors, except the County whose Board of Supervisors shall appoint two (2) representatives. to act as its Directors, and WHEREAS, each Director shall be a current elected member of the governing body, and WHEREAS, each Director shall hold office until the selection of a successor by the appointing body, and WHEREAS, each Director is to serve at the pleasure of his or her appointing body and may be removed at any time, with or without cause, at the sole discretion of that appointing body, and WHEREAS, any vacancy shall be filled in the same manner as the original appointment of a Director. NOW, THEREFORE THE CITY COUNCIL OF THE CITY OF SANTA ANA DOES HEREBY RESOLVE AS FOLLOWS: SECTION 1. The City Council hereby designate and appoint Council Member as a Director to the Orange County Fire Authority Board of Directors. SECTION 2. The City Council hereby directs the Clerk of the Council to transmit a copy of the executed resolution to the Clerk of the Authority of the Orange County Fire Authority prior to their next regularly scheduled board meeting. SECTION 3. This Resolution shall take effect immediately upon its adoption by the City Council and the Clerk of the Council shall attest to and certify the vote adopting this Resolution. Resolution No. 2020-sac Page 1 of 2 ADOPTED this day of , 2020 by the following vote: Vicente Sarmiento Mayor APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By� -. L . ' 6-,.cue Lisa E. Storck Assistant City Attorney AYES: Councilmembers: NOES: Councilmembers: ABSTAIN: Councilmembers: NOT PRESENT: Councilmembers: CERTIFICATE OF ATTESTATION AND ORIGINALITY I, DAISY GOMEZ, Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2020-xx to be the original resolution adopted by the City Council of the City of Santa Ana on 2020. Date: Clerk of the Council City of Santa Ana Resolution No. 2020-x Page 2 of 2 65B-7 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: DECEMBER 15, 2020 TITLE: APPROVE THE BUDGET CALENDAR FOR FISCAL YEAR 2021-2022 CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on 1� Reading ❑ Ordinance on 2d Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO /s/ Kristine Ridge FILE NUMBER CITY MANAGER RECOMMENDED ACTION Approve the Budget Calendar for Fiscal Year 2021-2022. DISCUSSION Under the direction and leadership of the City Manager, a Budget Calendar (Calendar) has been developed by the Finance and Management Services Agency. The Calendar (Exhibit 1) is provided for City Council consideration as a guiding document that provides for a successful and transparent budget process. The proposed Calendar provides a framework of key tasks and dates for the City Council, the community, and City staff as outlined below. Financial Updates, Budget Discussions, and Process City staff plans to present a Mid -Year (2nd Quarter) Budget Review to the City Council, which is scheduled for February 16, 2021. The Mid -Year Budget Review will provide a financial update on current General Fund revenue and expenditure trends, projected ending General Fund balance, and other funding highlights, such as the Parking and Santa Ana Regional Transportation Center (SARTC) funds. Beginning in Mid -March, the Budget Team will begin conducting budget hearings with City departments. These hearings will provide departments an opportunity to propose any organizational changes, budget requests, and enhancements to existing programs. Community Budget Meetings are planned for March 2021 to gather community input. A City Council Budget Policy Discussion Meeting is planned for March 16, 2021 to provide direction and development of the FY 2021-2022 Citywide Operating Budget and the Capital Improvement Program (CIP). The discussion topics may include, but are not limited to, City Council priorities and strategies on funding programs and services. In May 2021, staff has planned for a 3rd Quarter General Fund update, including revenue and expenditure trends, a Ten -Year General Fund Financial Outlook, and preliminary CIP update. This will also provide an additional opportunity for further FY 2021-2022 Budget Discussion by the City Council. 65C-1 Approve the Budget Calendar for Fiscal Year 2021-2022 December 15, 2020 Page 2 Subsequently, during the months of May and June of 2021, staff has planned to present multiple iterations of the Citywide Operating Budget and CIP. A public hearing (first reading) is planned for June 1, 2021 and the final adoption (second reading) will occur on June 15, 2021. The Calendar commences on December 15, 2020 and concludes with the adoption of the Fiscal Year 2021-2022 Citywide Operating Budget and CIP scheduled for June 15, 2021. FISCAL IMPACT There is no fiscal impact associated with this action. Submitted By: Kathryn Downs, CPA, Executive Director — Finance and Management Services Agency Exhibit: 1. Fiscal Year 2021-2022 Budget Calendar 65C-2 EXHIBIT 1 Date ° CITY OF SANTA ANA - Fiscal Year 2021-2022 Budget Calendar Action Items December 15, 2020 Present FY 2021-2022 Budget Calendar for City Council approval Step 1 Approval of Budget Calendar February 16, 2021 Presentation of Mid -Year Budget Review (2nd Quarter Update) ; Step 2 March 2021 Community Budget Meetings • Budget Hearings with Budget Hearings with City Departments Community and City Departments March 16, 2021 City Council Budget Policy Discussion : step 3 City Council Budget Policy Discussion April 12, 2021 Preliminary CIP presentation to Planning Commission ; Preliminary CIP Presentation to Planning Commission May 4, 2021 City Council Budget Workshop Session step 4 • Preliminary FY 2020-2021 Budget Status (3rd Quarter Update) City Council Budget • Ten -Year General Fund Financial Outlook Workshop Session • Preliminary Capital Improvement Program (CIP) • FY 2021-2022 Budget Discussion ; Step 5 Proposed FY 21-22 May 18, 2021 City Council Work Study Session: Budget/CIP City Manager's Proposed FY 2021-2022 General Fund Budget ; and Includes CIP, Miscellaneous Fees, and Workforce Changes ; City Council Work Study Sessions June 1, 2021 Citywide Operating Budget/CIP Ordinance and : step 6 Miscellaneous Fees and Personnel Resolution. Public Hearings June 15, 2021 Final Citywide Operating Budget/CIP Ordinance Adoption step 7 Second Reading and Adoption July 1, 2021 Start of the New Fiscal Year 2021-2022 : step 8 Begin New Fiscal Year 65C-3 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: DECEMBER 15, 2020 TITLE ACCEPT INFORMATIONAL REPORT RELATING TO POLICE OVERSIGHT AND PROVIDE DIRECTION TO STAFF CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on 11' Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO /s/ Kristine Ridge FILE NUMBER CITY MANAGER RECOMMENDED ACTION Accept informational report and provide direction to staff. EXECUTIVE SUMMARY At the September 15, 2020 City Council meeting, staff presented an informational report relating to police oversight. Specifically, the report included the following information: examples of police oversight models in place across law enforcement agencies in the United States, best practices, overview of different models, and frameworks. In response, members of the City Council directed staff as follows: Provide an overview of police oversight models with investigatory powers and those without investigatory powers, including average costs associated with each. • Conduct a comparative analysis of cities with police oversight mechanisms with investigatory and non -investigatory power. • Review police oversight models from comparably sized cities. • Contact the Orange County Sheriff's Department to seek feedback relating to the Sheriff's Advisory Council and share findings. • Conduct community engagement to seek preliminary feedback and ideas from the community. In the sections below, this report provides information in response to each of these topics, including results from a 7 question community survey. Additionally, this report shares information relating to National Association of Civilian Oversight of Law Enforcement (NACOLE)'s resources and guidance for local governments interested in establishing or revitalizing police oversight. DISCUSSION As referenced in the September 15, 2020 informational report, police oversight (also referred to as "civilian oversight") is a form of oversight of law enforcement officer conduct, whose purpose is to improve law enforcement performance and accountability. Police oversight mechanisms typically serve as a source of external oversight over law enforcement agencies. Depending on the source, practitioners and scholars cite that there are upwards of 125 police oversight mechanisms in the 65D-1 Informational Report: Police Oversight Mechanisms December 15, 2020 Page 2 United States'. Police oversight mechanisms in the United States operate in a variety of political and socioeconomic environments and exhibit variation in terms of their formal authority, level of professionalization, staffing, budgetary authority, and style of oversight. They are often created through a local government ordinance or an amendment to the local government charter" The simplest police oversight mechanisms consist of board of citizens that can review the findings of investigations conducted by the police agency's internal affairs division. Such police oversight mechanisms often have little or no budgetary authority, with the board of citizens serving on a volunteer basis. More organizationally complex police oversight mechanisms may include a paid full-time staff of lawyers, investigators, and policy analysts that report to the citizen board. Such police oversight mechanisms often have substantial budgetary authority, the ability to conduct independent investigations into citizen complaints, and access to police evidence records and electronic databases. The methodology for the appointment of citizen participants often varies across jurisdictions. NACOLE's Classifications of Police Oversight The September 15, 2020 informational report also shared NACOLE's three classifications of police oversight: Investigation -focused model: involves routine, independent investigations of complaints against police officers, which may replace or duplicate police internal affairs processes, staffed by non -police civilian investigators. Review -focused model: concentrates on commenting on completed investigations after reviewing the quality of police internal affairs investigations. Recommendations may be made to police executives regarding findings, or there may be a request that further investigations be conducted. A review board composed of citizen volunteers commonly heads this model, and they may hold public meetings to collect community input, and facilitate police -community communication. Auditor/monitor model: focuses on examining broad patterns in complaint investigations including patterns in the quality of investigations, findings, and discipline rendered. Further, in some cities that use this model, auditor/monitors may actively participate in or monitor open internal investigations. This model often seeks to promote broad organizational change by conducting systematic reviews of police policies, practices or training, and making recommendations for improvement. Police Oversight Models with Investigatory Powers A 2001 report published by the U.S. Department of Justice's National Institute of Justice provides the following summary to describe police oversight with investigatory or subpoena powers: This model consists of assigned members who have the additional authority to investigate complaints separately and externally from the police department. This model is generally seen in organizations who have a history of serious patterns and practices of misconduct. The board or 65D-2 Informational Report: Police Oversight Mechanisms December 15, 2020 Page 3 commission may make findings because of such investigations and make specific recommendations to administrators regarding discipline and/or policy. Advantages — Ability to provide increased public confidence in misconduct investigations and give the community a greater sense of inclusion. Provides additional oversight as investigations and findings come from an agency other than the police department. Disadvantages — Members must be highly trained and willing to spend a considerable amount of time to conduct fair, unbiased, and consistent investigations. Substandard investigations can create significant problems for the community and police department. The board or commission must have the ability to compel evidence (subpoena) and the ability to hear testimony from officers. Would require significant and adequate funding to function properly. Police Oversight Models without Investigatory Powers The same 2001 report summarizes police oversight models without investigatory powers as follows: This model consists of members who review police misconduct investigations to determine whether they were conducted appropriately and adequately. Members agree or disagree with findings of the internal affairs investigation and may make recommendations. This type may also provide proposals or recommendations regarding departmental policies. Advantages— Boards or commissions without investigatory powers can produce findings more quickly than an investigatory model. This model also provides an opportunity for residents to be directly involved and have input on policy issues. Disadvantages — A large amount of labor and time is required for those serving on the board or commission. Members must have some knowledge and training to identify problems in complex investigations. Without investigatory powers, the board or commission is limited to the evidence and investigation conducted by Internal Affairs. Members may feel obligated to pursue specific agendas or policies. City with Police Oversight with Investigatory Powers: Berkeley, CA City: Berkeley, CA Police Oversight Mechanism Name: Police Review Commission Classification: Investigation -Focused Model Scope of Authority / Responsibility: • To advise and make recommendations to the public, the City Council, and the city manager • To review and make recommendations concerning all written and unwritten policies, practices and procedures of whatever kind and without limitation, in relation to the Berkeley Police Department, other law enforcement agencies and intelligence and military agencies operating within the City, and law enforcement generally 65D-3 Informational Report: Police Oversight Mechanisms December 15, 2020 Page 4 • To receive complaints directed against the Police Department and any of its officers and employees, and fully and completely investigate said complaints and make such recommendations and give such advice relating to departmental policies and procedures to the City Council and the City Manager in connection therewith as the commission in its discretion deems advisable • To exercise the power of subpoena • To adopt rules and regulations and develop such procedures for its own activities and investigations as may be necessary Membership: Eight Berkeley residents are appointed by the Berkeley Mayor and City Council. Staff: Three full-time employees: • Police Review Commission Officer • Police Review Commission Investigator • Office Specialist Annual Operating Budget: $767,798 (salaries and benefits are approximately $599,000) For more information, see the City of Berkeley Police Review Commission's general brochure (Exhibit 1) and 2019 Annual Report (Exhibit 2). City without Police Oversight without Investigatory Powers: Anaheim, CA City: Anaheim, CA Police Oversight Mechanism Name: Police Review Board Classification: Hybrid (Review -Focused Model and Auditor/Monitor Model) Scope of Authority / Responsibility: • Receive real-time notification of and access to the locations of officer -involved shootings. • Receive private briefings on major incidents, including access to body -worn camera footage. • Publish statistics on officer -involved shootings, uses of force, complaints, and outcomes. • Receive community complaints and concerns and refer them to Anaheim's city manager, Anaheim Police, or Office of Independent Review (OIR) Group for review and response. • Consider and approve policy recommendations made by OIR Group. • Vote on and offer findings on Anaheim Police Department responses to OIR Group recommendations. • Review some police policy recommendations prior to adoption. • Hear about police training and practices. • Audit existing police policies. • Produce a publicly available annual report. Membership: Seven Anaheim residents are selected by lottery from each of the city's six districts, along with one member selected from the city at large. Staff: Two liaisons, one from the City Manager's Office (Senior Administrative Analyst) and one from the Anaheim Police Department (Internal Affairs Lieutenant) support the Police Review Board. This task is assigned as part of their roles' areas of responsibility. Annual Operating Budget: $125,000 (funds the professional services agreement with the OIR Group) 65D-4 Informational Report: Police Oversight Mechanisms December 15, 2020 Page 5 For more information, see the City of Anaheim Police Review Board's fact sheet (Exhibit 3) and 2019 Annual Report (Exhibit 4). City with Police Oversight with a Comparable Population: Riverside, CA City: Riverside, CA Police Oversight Mechanism Name: Community Police Review Commission Classification: Investigation -Focused Model Scope of Authority / Responsibility: • Advise the Mayor and City Council on all police/community relations issues. • Conduct public outreach to educate the community on the purpose of the commission. • Receive complaints of alleged misconduct. • Review and investigate all citizen complaints. • Conduct hearings into allegations of police misconduct. • Subpoena and require the attendance of witnesses and the production of records pertinent to the investigation upon the affirmative vote of six commissioners. • Review and advise the Police Department in matters pertaining to police policies and practices. • Administer oaths to witnesses and take testimony. • Submit written findings to the city manager and police chief. • Review and investigate the death of an individual arising out of or in connection with actions of a sworn police officer. • Recommend to the city manager the provision of such staff as is necessary to carry out the commission's duties. • Advise the city manager regarding the performance of said staff. • Submit an annual report to the City Council. Membership: Nine (9) Riverside residents are appointed by the Mayor and City Council. Staff: Staff from the City Manager's Office and Riverside Police Department support the commission. Annual Operating Budget: $253,000 (during the FY 2014-15 year) For more information, see the City of Riverside Police Review Board's policies and procedures (Exhibit 5) and 2019 Annual Report (Exhibit 6). Orange County Sheriff's Department's Sheriffs Advisory Council The Orange County Sheriffs Advisory Council (OCSAC) was formed in 1979 as a non-profit organization to support local law enforcement agencies in Orange County to seek public and private funding for items such as tools and equipment, or to provide financial assistance to the families of law enforcement officers killed in the line of duty. OCSAC does not provide police oversight. Community Engagement Feedback Survey 65D-5 Informational Report: Police Oversight Mechanisms December 15, 2020 Page 6 At the direction of the City Council, staff prepared a survey to gather the community's sentiments relating to police oversight. The survey represents very preliminary data and serves as the beginning of what could be a robust community engagement initiative with a continuous feedback loop between the community and the City. In summary, the survey was shared using the City's digital tools (social media —including Facebook, Instagram, Twitter, and Nextdoor, the City website, Nixle—a press release communications tool, and Constant Contact —the City's email newsletter campaign tool). Additionally, staff presented to the Com-Link Board, a citywide coalition of neighborhood associations. The survey was offered in English, Spanish, and Vietnamese. In total, 597 respondents (approximately 0.18 percent of the population) completed the survey. Below is a summary of the survey results. 89.3 percent of respondents (533 out of 597) self -identified as Santa Ana residents. I am... None of the Above 33 Employed in 126 Santa Ana - Contractor/Vendor 1 18 Business Owner . 40 Resident 533 0 100 200 300 400 500 600 LIM Informational Report: Police Oversight Mechanisms December 15, 2020 Page 7 76.7 percent of respondents (428 out of 597) do not know how to file a citizen complaint with the Santa Ana Police Department alleging police misconduct. Do you know how to file a citizen complaint with the Santa Ana Police Department alleging police misconduct? -Yes -No 72.5 percent of respondents (440 out of 597) either strongly agree or agree that police oversight is needed in Santa Ana. Police oversight is needed in Santa Ana. s Strongly Disagree . Disagree Neutral Agree - Strongly Agree 65D-7 Informational Report: Police Oversight Mechanisms December 15, 2020 Page 8 72.6 percent of respondents (433 out of 597) either strongly agree or agree that police oversight will positively affect public safety in Santa Ana. Police oversight will positively affect public safety in Santa Ana. Strongly Disagree Disagree Neutral Agree • Strongly Agree If police oversight were to be implemented in Santa Ana, below are the top nine priorities selected by respondents to be prioritized by the police oversight mechanism: o Transparency (prepares and provides reports and audits that are accessible by the public upon request) o Community outreach (obtain input from a range of community members and groups through community outreach on policies, procedures, training, and other related issues) o Use of statistical pattern analysis (analyze and report on patterns regarding complaint handling, officer -involved shootings/ in -custody deaths, police data on stops, searches, and arrests) o Open communication between members of a police oversight body and the Santa Ana Police Department o Independence (independent of police, elected officials, and special interests) o Unfettered access to public records o Increased resources (budget for technology advancements and staffing/personnel) o Increased protection of peace officer rights o Support by stakeholders (government and elected officials) L. W Informational Report: Police Oversight Mechanisms December 15, 2020 Page 9 Of the three police oversight classifications (investigation -focused, review -focused, and auditor -monitor), respondents expressed a preference for the auditor -monitor model (41.37 percent of respondents), followed closely by the investigation -focused model (36.01 percent of respondents). Which of the above three models of police oversight do you think would be most effective in Santa Ana? 247 215 135 a Investigation -Focused Review -Focused Auditor/Monitor Staff is grateful for community members taking the time to participate in this survey. To re- emphasize, the survey represents very preliminary data and serves as the beginning of what could be a robust community engagement initiative with a continuous feedback loop between the community and the City. The survey data, with all personally identifiable information removed to protect the privacy of the respondents, is attached (Exhibit 8). Additional Considerations: Guidance from NACOLE NACOLE, in collaboration with the U.S. Department of State, prepared a Guidebook (Exhibit 8) for the Implementation of New or Revitalized Police Oversight. Published in 2016, this guidance document is a tool for communities to help direct their efforts to establish or strengthen police oversight. The guidebook addresses many important topics in police oversight, including, but not limited to: • The basic philosophy, principles, and objectives of law enforcement oversight • Methodologies • Models of evaluation and assessment • Strategies and approaches to ensuring constitutional policing NACOLE has worked with law enforcement and civilian oversight groups nationwide. Recent examples of communities to which NACOLE has provided training or technical assistance include 65D-9 Informational Report: Police Oversight Mechanisms December 15, 2020 Page 10 the following: Anaheim, CA; Bainbridge Island, WA; Boston, MA; Fairfax County, VA; Ferguson, MO; Fullerton, CA; King County, WA; Los Angeles County, CA; Memphis, TN; New York, NY; Oxnard, CA; Pasadena, CA; Pueblo, CO; Sonoma County, CA; and St. Louis, MO, as well as cities in numerous other countries including Mexico, Kyrgyzstan, Russia, Trinidad and Tobago, and Vietnam. Options The City Council has the following options relating to this matter: 1. Direct staff to evaluate one or more of the presented police oversight mechanisms and return to the City Council with additional information. 2. Direct staff to conduct additional research on police oversight topics and return to the City Council with additional information. 3. Take no action. RECOMMENDED ACTION Accept informational report and provide direction to staff. FISCAL IMPACT There is no fiscal impact associated with this action. Submitted By: Kristine Ridge, City Manager Exhibits: 1. Berkeley Police Review Commission General Brochure 2. Berkeley Police Review Commission 2019 Annual Report 3. Anaheim Police Review Board Fact Sheet 4. Anaheim Police Review Board 2019 Annual Report 5. Riverside Community Police Review Board Policies and Procedures 6. Riverside Community Police Review Board 2019 Annual Report 7. Survey Results (personally identifiable information removed) 8. NACOLE's Guidebook for the Implementation of New or Revitalized Police Oversight Stephens, D., Scrivner, E., and Cambareri, J. (2018). Civilian oversight of the police in major cities. Office of Community Oriented Policing Services. Usman Ali, M. and Pirog, M. (2019). Social accountability and institutional change: The case of citizen oversight of police. Public Administration Review, 79(3), 411-426. 65D-10 T W X W N� U a0i E U L r C O 01 E a 0 U E V ti N c 0 0 0 3 -O C � 0 E C t6 N E� O O 0 '00�LO-. N N °- c C;) c O O U d m O Q C � :3 a M.2 O LO O E o m ma -0 O C N L p O 4 6 0 N L O a p.0 � N N N c O '� N o�'�UE m E 0 N 0 w o N ) N E U > N O Q a� ��o m O E L T C c4 (6 a�Eo O -OO -0 :3 O N O• -0 n E � EL co E E 0.E0CF) U EO O O O > Q O U Q L O 0 c c c6 E N 0 m 1 m N H w U -0 0 CD E s Y O N a c N Y c to N -c a m O m O° a M 0 m L CO N Of 2 O N O O V fA N N N .0 ODL000 N�,u V> ° w a�-- 3-0 E w�0Yc0io a) E 2� O L O N U O a 0)>� c N .� c U Y2 c a E :� U U -°�N aw C-0c Om cj N fA c> .en ° n >c.LN U -0 aC -ca o OEo Q a°E W V) aCC O '0cU a) oa)U O W m m rna0 O a -0 W E - m 0 'N Vl E E .s a m m-0 L) g .� c m n W a > fn y •N O E W � a E 4 E 0m �.� ° o)E aE OA E � 0 E 0 w Uac f„ NUoN_�o EUy �EmE�c Z � >c Z O N Q N > L O 0 0. 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White POLICE REVIEW COMMISSION OFFICE 1947 Center Street, First Floor, Berkeley, CA 94704 TEL: (510) 981-4950 1 TDD: (510) 981-6903 1 FAX: (510) 981-4955 EMAIL: I)rcCU)cityofberkeley.info WEB: www.citvofberkeley.info/orc/ 65D-14 To the City and Community of Berkeley: The Berkeley Police Review Commission would like to present its 2019 Statistical Report. 2019 was a policy -immersed year for the Commission. The Commission created several subcommittees, such as the Lexipol Policies Subcommittee, which was formed to consider a revision of all General Orders. The subcommittee started the review of all 100 plus operational policies impacting the Police Department and the community. Of particular note, the subcommittee tackled the continued implementation of the Body Worn Camera, Surveillance Technology and Impartial Policing policies as well as all Mutual Aid Pact agreements. The Commission also created a separate Use of Force Policy subcommittee to ensure a more thorough review of that matter. In addition, the Commission continued the work of the subcommittee charged with reviewing the 1973 enabling ordinance and made recommendations to the City Council on a prospective 2020 ballot measure to update the ordinance. This subcommittee was integral in reviewing all the agreements with the Police Department and the Union as well as re -assessing the parameters of oversight within the city of Berkeley. Of note were the revisions associated with the standard of proof, increased investigation timelines and recommendations on discipline. The Commission would like to thank Mayor Jesse Arreguin for his leadership on this effort and steadfast commitment to the work of oversight. The Commission participated in the Regional NACOLE conference in Oakland where the Chair gave the closing remarks. The commission also participated in the annual conference in Detroit Michigan. The Chair was the shepherd of a panel on Body -worn Cameras and Law Enforcement Oversight: "Three Case Studies on Accessibility, Implementation, and Implications for the Field." The commissioners finalized a process for acknowledging officers and other BPD stafffor outstanding recognition beyond the call of duty. The Commission also finalized internal regulations centered on streamlining the election process and engaged in the implementation and review of documents released under the passage of SB-1421. The Commission would like to thank California Senator Nancy Skinner for her commitment to transparency. Professional training was conducted on policies related to the Use of Force, De-escalation Techniques and Mental Health Response Teams. The Commission continued its participation in the annual National Night Out program and Juneteenth celebration. The Chair attended the International Association of Chiefs of Police conference in Chicago. The Commission would like to thank Chief Andrew Greenwood and the departmentfor their continued commitment to training. Police oversight is driven by a commitment to transparency, accountability and public safety. During 2019, the Commission continued to strengthen its working relationship with the Berkeley Police Department and conducted its work in a manner that best meet the needs and interests of the Citizens of Berkeley. On behalf of the PRC, I would like to thank the Berkeley chapters of the ACLU and NAACP as well as the myriad of Berkeley residents and activists for their support and advocacy. I would also like to thank the Berkeley Police Department for its tireless efforts to keep our Community safe. Re ctfully, George Pares IP. P.l Police Review Commission Chair 2019 65D-15 Police Review Commission (PRC) July 8, 2020 Dee Williams -Ridley City Manager 2180 Milvia Street Berkeley, CA 94704 Dear Ms. Williams -Ridley, I am pleased to present to you the 2019 Annual Report for the Police Review Commission. The purpose of this report, provided in accordance with the PRC's enabling ordinance (Ord. No. 4644- N.S.), is to furnish statistical data regarding the number of complaints received, their general characteristics. and manner of conclusion. For cases that have proceeded to Board of Inquiry Hearings, the data also includes the number of hearings, the various categories of allegations heard, and whether the allegations against an officer were sustained, not sustained, unfounded, or exonerated. This report also contains data on the ethnicity, gender and ages of complainants, as well as comparisons to statistics from the previous four years. Finally, this report describes the other work the Police Review Commission and staff took on in 2019. The full Commission and a subcommittee devoted substantial time to reviewing the Police Department's conversion of its general orders and other directives into the Lexipol policy system, work that started in 2018 and will continue into 2020. The Commission began an inquiry into the practices of asking detainees about their probation and parole status and of searching those on probation or parole. And, the Commission completed its review of the policy governing the use of body -worn cameras. As you know, staff devoted considerable time working on responses to Public Records Act requests for records newly releasable under SIB 1421. And, staff helped plan and execute a highly successful regional conference of the National Association for Civilian Oversight of Law Enforcement. Respectfully submitted, Katherine J. Lee Police Review Commission Officer 65D-16 2019 PRC ANNUAL REPORT TABLE OF CONTENTS PAGE I. EXECUTIVE SUMMARY 2019............................................................. 1 II. INTRODUCTION.................................................................................. 2 III. MISSION STATEMENT........................................................................2 IV. STAFF..................................................................................................2 V. COMMISSIONERS.............................................................................. 3 VI. COMPLAINTS Individual Complaints........................................................................4-5 Mediation........................................................................................... 5 PolicyComplaints................................................................................. 5 VII. STATISTICS 2015 - 2019 Complaints Received........................................................................6-7 ComplaintsClosed............................................................................ 8-9 Allegations Heard at Boards of Inquiry ............................................... 10 Findings on Allegations Heard at Boards of Inquiry .......................11-12 Findings on Allegations Heard at Boards of Inquiry (Detailed) ...... 13-14 Complainant Demographics..........................................................15-17 Incident Location Map for 2019......................................................... 18 Appeals of Board of Inquiry Findings — Caloca Hearings .................. 19 Vill. POLICY REVIEW, TRAINING, OUTREACH, & OTHER WORK ... 20-26 IX, 2019 MEETINGS & HEARINGS...................................................27-28 65D-17 aPolice Review Commission 2019 Annual Report I. EXECUTIVE SUMMARY 2019 Meetings In 2019, the Commission held 50 regular and subcommittee meetings, and Board of Inquiry hearings. By comparison, 53 such proceedings were held in 2018. Complaints The Commission received 17 individual complaints and 2 policy complaints in 2019. In 2018, the Commission received 13 individual complaints and no policy complaints. Complainants The demographic distribution of individual complainants in 2019 was: 10 females, 8 males, 1 transgender; 7 Caucasians, 6 Blacks, 2 Hispanics, and 4 multi -ethnic or other race. Complainants ranged from 19 to 76 years of age. Board of Inquiry (BOI) Proceedings The Commission held 3 BOI proceedings (2 hearings and 1 complaint dismissal) in which a panel of commissioners considers allegations against police officers. One finding of police misconduct was sustained, on an allegation of discourtesy, out of 10 total allegations. Caloca Appeals Subject officers may seek review of a BOI "sustained" finding through a Caloca appeal. In 2019, one sustained finding was appealed; it was upheld following a hearing. Page 1 Policy Review Highlights A PRC subcommittee recommended and sent to the Commission for its review new proposed ways to approach detainees in asking their probation or parole status, and limitations on searching those on probation or parole The Commission recommended, and the Police Department adopted, a policy to protect sex workers who are witness to or a victim of violent crime. The Commission continued to review the conversion of BPD General Orders to the Lexipol policy system, a standardized format that allows for tailoring to an agency's specific needs. Staff Work PRC staff spent considerable time identifying records responsive to requests for police personnel records that were formerly confidential but are now disclosable under a new law. Staff worked with the BART police oversight agency and the National Association for Civilian Oversight of Law Enforcement to co -host a Regional Conference in May, which drew almost 300 attendees. Berkeley Police Department At the end of 2019, BPD had 169 sworn police officers and received 76,489 calls for service. (This figure includes phone calls to BPD requesting service, calls resulting from an officer personally observing a situation requiring service, and direct contacts to BPD by a person requesting help). 65D-18 Police Review Commission 2019 Annual Report Page 2 II. INTRODUCTION Berkeley's Police Review Commission (PRC) was established by voter initiative in 1973. As one of the oldest civilian oversight agencies in the nation and the first one authorized to conduct investigations, the PRC continues to be an important model and source of information for oversight bodies across the United States. III. MISSION STATEMENT The mission of the Police Review Commission is to provide for community participation in setting and reviewing police department policies, practices, and procedures, and to provide a means for prompt, impartial, and fair investigation of complaints brought by individuals against the Berkeley Police Department. IV. STAFF The PRC Office is a division of the City Manager's Office with a staff of three: ➢ The PRC Officer administers the daily operations of the PRC office, supervises staff, oversees complaint investigations, and serves as Secretary to the Commission. As Secretary, the PRC Officer staffs commission meetings and provides managerial support in the execution of PRC policies and procedures. ➢ The PRC Investigator conducts in-depth investigations of civilian complaints against members of the Berkley Police Department, assists with special projects, and periodically serves as Acting Commission Secretary. ➢ The Office Specialist III manages the front office, provides administrative support to the PRC Officer and Investigator, prepares and maintains PRC records, and compiles statistics. Maritza Martinez, Office Specialist III (joined staff in March 2001); Byron Norris, PRC Investigator (joined staff in October 2009); Katherine Lee, PRC Officer (joined staff in January 2014). 65D-19 aPolice Review Commission 2019 Annual Report V. COMMISSIONERS Page 3 Nine Berkeley residents are appointed by the Mayor and members of the City Council to serve on the PRC. These Commissioners represent diverse backgrounds and viewpoints and therefore provide invaluable community perspectives. The Commission generally meets twice a month. Individual commissioners also attend subcommittee meetings and Board of Inquiry Hearings throughout the year. The Commissioners devote considerable volunteer time and effort toward fulfilling their duties. Commissioners as of the end of 2019: Top Row -- Chair George Perezvelez, Vice -Chair Gwen Allamby, Kitty Calavita, Michael Chang. Middle Row— Juliet Leftwich, Elisa Mikiten, Nathan Mizell, Ismail Ramsey. Other Commissioners who served in 2019: Bottom Row — LaMonte Earnest, Sahana Matthews, Andrea Prichett, Terry Roberts, Michael Sherman, AN Yampolsky. 65D-20 APolice Review Commission 2019 Annual Report Page 4 VI. COMPLAINTS A complaint consists of one or more claims of alleged misconduct against one or more individual BPD officers. Timely -filed' complaints are investigated and prepared for hearing or, if the complainant and subject officer agree, referred for mediation. In some instances, cases are referred to the Commission for administrative closure. Cases may be submitted for closure for reasons such as: the complaint does not allege misconduct on its face or is frivolous; the investigative deadlines are not met; the complainant fails to cooperate; the complainant requests closure. In cases where an investigation is completed, the PRC investigator interviews the complainant, subject officer, and witnesses; collects other evidence; and prepares a written report. A Board of Inquiry Hearing (BOI) is then scheduled, which consists of three Commissioners impaneled to hear testimony and render findings. The findings from the BOI are forwarded to the City Manager and the Chief of Police. When a complaint is filed with the PRC, a copy is forwarded to the Berkeley Police Department's Internal Affairs Bureau, which conducts its own, separate investigation. Under the Memorandum of Understanding between the City and the Berkeley Police Association, any discipline that involves a loss or reduction of pay or discharge must occur within 120 days of the incident giving rise to the disciplinary action or the date the City had knowledge of the incident. While the PRC does not impose or recommend discipline, the City Manager and Chief of Police may consider the PRC's BOI findings when considering discipline, if the findings are issued in time to meet the 120-Jay deadline. Separate from the disciplinary process, subject officers can appeal PRC sustained allegations, which are heard by the state Office of Administrative Hearings. (See page 19.) The standard of proof — the amount of evidence required at a BOI to sustain an allegation — is "clear and convincing evidence." This standard is higher than a preponderance of the evidence but lower than beyond a reasonable doubt. The four categories of findings are: ' Complaints must be filed within 90 calendar days of the alleged misconduct, unless a complainant is incapacitated or otherwise prevented from filing a complaint. A complaint filed between 91 and 180 calendar days of the alleged misconduct can be accepted as a late -file if at least 6 Commissioners find, by clear and convincing evidence, good cause for the complainant's failure to timely file. 65D-21 aPolice Review Commission 2019 Annual Report 1. Sustained: the alleged act did occur, and was not justified; Page 5 2 Not Sustained: the evidence fails to support the allegation, however it has not been proven false; 3. Unfounded the alleged act did not occur; and 4. Exonerated. the alleged act did occur but was lawful, justified and proper. Complainant Advocates. Since the fall of 2017, students at LIC Berkeley Law School have, through the Berkeley Police Review Project, assisted people who file individual complaints with the PRC and desire representation throughout the process. These services are provided free of charge. Law students have since helped several complainants prepare for theircases. Because subjectofficers are usually represented at hearings, the Commission believes that complainants feel less intimidated and better prepared having an advocate assist them before and during the hearing. MEDIATION — an alternative to investigation After an individual files a complaint, he or she may opt for mediation. This will go forward if the officer who is the subject of the complaint agrees. Mediations are conducted by an independent, professional mediator. A mediation gives both the complainant and the subject officer the opportunity to speak and respond to each other in a respectful environment. At the conclusion of mediation, the complaint is closed and the Commission is notified. Once mediation is completed and the complaint closed, the complainant cannot opt for an investigation. A policy complaint is a request from a member of the public to the Commission to review a particular BPD policy, practice, or procedure, because the complainant believes that the policy could be improved or should be revised. Complaints or concerns about BPD policies are presented by staff to the full commission at a regular meeting. The Commission may conduct its own review; form a subcommittee to review the policy, or ask staff to conduct an investigation or take other action, and present a report at a future meeting. After conducting its own review, or receiving a report from a subcommittee or staff, the PRC may close the complaint without further action or recommend changes in policy, practice or procedures to the BPD and the City Manager. 65D-22 Police Review Commission 2019 Annual Report VII. STATISTICS 2015 - 2019 Page 6 In 2019, the PRC received a total of 19 complaints, of which 17 were individual complaints and 2 were policy complaints. The average number of complaints filed yearly over the past five years is 21. ■ Individual ■ Policy 25 23 22 20 20 17 15 13 10 0 - ■ ° I M 2015 2016 2017 2018 2019 COMPLAINTS RECEIVED 2015 2016 2017 2018 2019 Individual 23 20 22 13 17 Policy 4 1 3 0 2 Total 27 21 25 13 19 65D-23 Police Review Commission 2019 Annual Report Page 7 How Complainants in 2019 Heard About the PRC On the complaint forms, complainants are asked to check a box stating how they learned about the Police Review Commission. Seventeen of the 19 complainants in 2019 responded. N Referral • ■ Internet ■ Publication ■ Knew of PRC ■ © �, ■ Other How Complainants Filed with the PRC in 2019 Persons may file individual and policy complaints by e-mail, U.S. mail, fax, or in person at our offices. I- In -Person ■ Email ■ Mail 0 ■ Fax 65D-24 Police Review Commission 2019 Annual Report Page 8 COMPLAINTS2. • ■ BOI ■ No BOI a Policy Rejected 14 12 12 10 10 9 9 S 7 7 6 6 6 5 5 5 0 4 3 3 3 :1 11 2015 2016 2017 2018 2019 Complaints are closed as a result of a Board of Inquiry (B01), administrative closure, or as a reject. 2 PRC staff will reject individual or policy complaints that do not meet the minimum fling requirements of a valid complaint. For example, the person filing an individual complaint was not the aggrieved party, or the policy complaint failed to identify a police policy or practice necessitating a Commission review. In 2019, the PRC experienced a higher than usual number of rejects. This year's report inaugurates a revised graph and new table of closed complaint statistics reflecting the following changes: • Rejects are now reflected in the closed complaint graph (above) and shown separately in the closed complaint table (below); • Policy complaints that were considered but denied by the Commission are no longer categorized as rejects; these complaints are still included in the total number of policy complaints closed; and • Dismissals are included with the 601 closed cases table below. These changes have resulted in revisions to previously published complaint closure statistics for years 2015 to 2018. 2 Note that a complaint is not necessarily closed in the same year that it is received. 65D-25 Police Review Commission 2019 Annual Report Page 9 COMPLAINTS CLOSED 2015 2016 2017 2018 2019 BOls 12 7 8 6 3 Hearings 8 5 8 5 2 Dismissals (failure to appear) 4 2 0 1 1 No BOIs (administrative closure) 7 10 5 6 9 Mediation 1 5 1 6 3 Other 6 5 4 0 6 Policy 0 3 4 1 2 Rejected 3 5 5 2 9 Individual 3 5 4 2 9 Policy 0 0 1 0 0 Total Cases Closed 22 25 22 15 23 65D-26 aPolice Review Commission 2019 Annual Report Allegation categories: Page 10 EXF=Excessive Force PRO=Improper Police Procedures DIS=Discourtesy CIT=Improper Citation or Tow ASD=Improper Arrest, Search, Seizure, or Stop/Detention OTH=Other (see p. 13 for examples) DET=Improper Detention Procedures INV=Improper Investigation PRJ=Discrimination HAR=Harassment (no allegations heard 2015 — 2019) BY CATEGORY AND YEAR 17 10 10 s s a a 6 6 5 4 44 4 EXF DIS ASD DIET PRJ PRO 2019 2018 2017 2016 ■ 2015 3 3 1 1 12 211 00000 '00'I �114 CIT OTH INV BY PERCENTAGE, for the years 2015-2019 combined OTH--2% CIT--1% INV -- 7°/ DET -- 4% PRO -- 23% 65D-27 Police Review Commission 2019 Annual Report Page 11 In 2019, a Board of Inquiry hearing was convened in three cases to make findings on allegations. One hearing did not go forward, however, as the complainant failed to appear. The PRO Regulations require dismissal in such situations (which is distinct from a Summary Dismissal of an allegation). Ten allegations were decided in the remaining two cases. Whether separate types of allegations are lodged against one officer in the same case, or one type of allegation is made against multiple officers, each allegation against each officer is counted individually. For example, if an allegation of discourtesy is made against three officers, the statistics will reflect three separate allegations for that case. Of the 10 allegations considered in 2019, 1 was sustained, none were not sustained or exonerated, 5 were unfounded, and 4 were summary dismissals. A Summary Dismissal occurs when the BOI determines an allegation is wholly without merit. For the Board of Inquiry to make a finding, a majority (at least two of the three commissioners on the BOI) must agree on the same finding. This table shows how the decisions made on allegations in 2019 compare to those of the preceding four years. Finding Categories 2015 2016 2017 2018 2019 Sustained 1 2 0 2 1 Not Sustained 24 3 15 23 0 Exonerated 2 1 3 0 0 Unfounded 22 2 11 13 5 Summary Dismissal 0 2 2 0 4 No Majority Vote' 2 0 0 0 0 Total 51 10 31 38 10 ' A "No Majority Vote" in 2015 occurred when each of the three commissioners voted differently. When there is no majority finding in a case, the matter is essentially dropped. 65D-28 Police Review Commission 2019 Annual Report Page 12 BOARD OF INQUIRY FINDINGS (Percentage by category, for the years 2015 — 2019 combined) t mmary missal - 60A Sustained - 4% Exonerate - 4% RATES OF "SUSTAINED" FINDINGS 2015 — 2019 The percentage of allegations sustained of the total number of allegations heard at a Board of Inquiry Hearing for 2015-2019 are shown on this table.` No allegations were sustained in 2017. 2019 1 of 10 allegations sustained 10% 2018 2 of 38 allegations sustained 5% 2017 0 of 31 allegations sustained 0% 2016 2 of 10 allegations sustained 20% 2015 1 of 51 allegations sustained 2% DECISIONS ISSUED WITHIN 120 DAYS OF THE COMPLAINT Of the two cases in which a BOI hearing was convened in 2019, findings were issued within 120 days of the complaint date in one of them. In the other case, the hearing was continued at the complainant's request, and that delay meant the findings could not be issued within 120 days. 65D-29 {tom Police Review Commission 2019 Annual Report Page 13 (Detailed by finding and type of allegation) Board of Inquiry Hearings 2019 2 Cases Categories EXF DIS ASD DIET PRJ HAIR PRO CIT OTH INV Totals Sustained 0 1 0 0 0 0 0 0 0 0 1 Not Sustained 0 0 0 0 0 0 0 0 0 0 0 Exonerated 0 0 0 0 0 0 0 0 0 0 0 Unfounded 0 1 0 0 0 0 0 0 1 3 5 Summarily Dism. 0 0 2 0 2 0 0 0 0 0 4 Totals 0 2 2 0 2 0 0 0 1 3 10 Board of Inquiry Hearings 2018 6 Cases Categories EXF DIS ASD DIET PRJ HAIR PRO CIT OTH INV Totals Sustained 0 1 0 0 0 0 1 0 0 0 2 Not Sustained 4 7 1 0 2 0 7 0 0 2 23 Exonerated 0 0 0 0 0 0 0 0 0 0 0 Unfounded 0 0 3 2 6 0 2 0 0 0 13 Totals 4 8 4 2 8 0 10 0 0 2 38 Board of Inquiry Hearings 2017 8 Cases Categories EXF DIS ASD DIET PRJ I HAIR I PRO CIT OTH INV TOTALS Sustained 0 0 0 0 0 0 0 0 0 0 0 Not Sustained 5 1 1 0 3 0 4 0 0 1 15 Exonerated 0 2 0 1 0 0 0 0 0 0 3 Unfounded 3 2 3 1 2 0 0 0 0 0 11 Summarily Dism. 2 0 0 0 0 0 0 0 0 0 2 Totals 10 5 4 2 5 0 4 0 0 1 31 (See next page for explanation of allegation categories.) 65D-30 aPolice Review Commission 2019 Annual Report Page 14 Board of Inquiry Hearings 2016 5 Cases Categories EXF DIS ASD DET PRJ HAIR PRO CIT OTH INV TOTALS Sustained 0 0 1 0 0 0 0 0 0 1 2 Not Sustained 0 0 2 0 0 0 0 0 1 0 3 Exonerated 0 0 0 0 0 0 1 0 0 0 1 Unfounded 0 1 0 0 0 0 0 1 0 0 2 Summarily Dism. 0 0 2 0 0 0 0 0 0 0 2 Totals 0 1 5 0 0 0 1 1 1 1 10 Board of Inquiry Hearings 2015 8 Cases Categories EXF DIS ASD DET PRJ HAR PRO CIT OTH INV TOTALS Sustained 0 1 0 0 0 0 0 0 0 0 1 Not Sustained 1 6 0 0 2 0 13 0 0 2 24 Exonerated 0 0 1 0 0 0 1 0 0 0 2 Unfounded 5 1 5 0 6 0 3 0 1 1 22 No Majority Vote 0 0 0 1 0 0 0 0 1 0 2 Totals 6 8 6 1 8 0 17 0 2 3 51 Allegation Categories EXF=Excessive Force DIS=Discourtesy ASD=Improper Arrest, Search, Seizure, or Stop/Detention DET=Improper Detention Procedures PRJ=Discrimination HAR=Harassment PRO=Improper Police Procedures CIT=Improper Citation or Tow OTH=Other (includes Abuse of Discretion, Breach of Confidentiality Discretion, Threat, Abuse of Authority, and Retaliation) INV=Improper Investigation Failure to Identify Oneself, Lack of 65D-31 Police Review Commission 2019 Annual Report Page 15 Those who file individual complaints and policy complaints are asked to report their ethnicity, gender, and age, so that the PRC can track this information for statistical purposes. These statistics reflect demographic information when provided by the complainant. Past reports have reported demographics of individual complainants only; this year, demographic statistics incorporate policy complainants for 2015 - 2019. COMPLAINANTS' GENDER 16 14 14 12 12 11 10 8 7 6 4 2 0 0 0 2015 2016 in Male Female 12 10 10 8 7 6 1 1 0 IIE 2017 2018 2019 Transgender/Other In 2019, more females than males filed complaints. Male complainants have consistently outnumbered female complainants in the past. 65D-32 aPolice Review Commission COMPLAINANTS' ETHNICITY 12 10 10 9 8 6 5 4 2 0 I , 2015 Caucasian 2019 Annual Report a 10 9 7 7 6 6 4 4 4 2 2 2 a I I 10 0„ 11101 2016 2017 2018 2019 Black &= Hispanic Asian ■ Other Page 16 In 2019, the majority (13) of the 19 complainants were Caucasian or Black, consistent with prior years. Percentage of complainants by reported ethnicity, for the years 2015 to 2019 combined. Asian T 1 Other/Declined -- 11 % asian -- 12% 65D-33 Police Review Commission 2019 Annual Report COMPLAINANTS BY AGE GROUP Of the 19 people who filed complaints in 2019, one did not report their age. 10 9 a 7 4 d } 2 2 2 2 lilil I 18-29 30-39 6 5 4 3 3 illy li 40-49 50-59 8 7 6 4 3 3 i 0 I. � 60-69 70+ ■ 2015 ■ 2016 2017 2018 ■ 2019 Page 17 Percentage of complainants by reported age, for the years 2015 to 2019 combined. 18-29 ■ 30-39 40-49 * 50-59 it 60-69 ■ 70+ 65D-34 aPolice Review Commission 2019 Annual Report NI to nvr f Hill % �qN � Nh�n, Pla 5\aMmnsl ^ Albany 'a ± 11 � `Pe [oaWPlcaa Cra. a ..k P? A3` Berkeley 1) • I MP SI 63141 k. N i 'J 0 1125 09 Gwgps: Esn. HS . ': < �,NPPdJRC�N.a�Q g b3 ,b1th 51 Z # i� 4n } 1M Minm, anmmap, increment P NF. IGtJ, KaJaslm NL 0 u dIYL IQ Opens awilil Page 18 This map shows where misconduct is alleged to have occurred for the individual complaints filed in 2019. Three cases of alleged misconduct were filed for a single incident on Ellis Street. 65D-35 ILUM UM Police Review Commission 2019 Annual Report Page 19 Police officers can appeal findings of misconduct that are sustained at a Board of Inquiry Hearing. These are referred to as Caloca appeals, in reference to the court cases that established the officers' right to appeal In the Caloca appeal process, an administrative law judge (ALJ) from the State Office of Administrative Hearings conducts an "independent re-examination" of the decision. The PRC must prove, by clear and convincing evidence, that the sustained finding should be upheld. One Caloca appeal was filed in 2019, and it was heard and decided that year. In that case, the ALJ upheld the PRC's sustained finding. This table shows the outcome of appeals decided each year from 2015 to 2019. Year PRC Sustained Findings Appealed Caloca Ruling 2019 (1 case) 1 allegation 1 allegation upheld (Sustained) 2018 (1 case) 1 allegation 1 allegation overturned (Unfounded) 2017 (1 case) 1 allegation 1 allegation upheld (Sustained) 2016 (1 case) 1 allegation 1 allegation upheld (Sustained) 2015 (1 case) 1 allegation 1 allegation overturned (Not Sustained) See Caloca v. County of San Diego (1999) 72 Cal.App.41' 1209 and Caloca v. County of San Diego (2002) 102 Cal.App.4'h 433. 65D-36 Police Review Commission 2019 Annual Report Page 20 VIII. POLICY REVIEW, TRAINING, OUTREACH, AND OTHER WORK A policy review is an examination by the commission of a particular BPD policy to determine whether the department has faithfully executed the policy or whether to recommend changes to the policy. Policy reviews are initiated by one of three ways: a member of the public files a PRC Policy Complaint; the City Council refers a policy issue to the Commission; or the Commission on its own initiative votes to conduct a policy review. Police Review Commission in Session Body -Worn Camera Policy The BPD began using body -worn cameras (BWCs) in October 2018, and a policy for their use was issued shortly before then. The PRC's review of that policy concluded and its recommendations were forwarded to the Police Chief in March 2019. In 2019, PRC staff had its first opportunity to review footage from body -worn cameras as part of its complaint investigations, and Commissioners had their first chance to view BWC footage at Board of Inquiry hearings. Staff and Commissioners believe that their understanding of police officers' interactions with complainants is greatly enhanced by watching BWC video. 65D-37 Police Review Commission 2019 Annual Report Page 21 Surveillance Technology Use & Community Safety Ordinance The aim of the Surveillance Technology Use & Community Safety Ordinance is to provide public discussions of potential intrusions into civil liberties and privacy rights implicated by using a particular surveillance technology, to ensure that any such intrusions are outweighed by the benefits of that technology. The City Council adopted this ordinance in 2018 based on a PRC proposal and, in late 2019, the City Manager made her first report to the Council under the Ordinance. In advance of the City Manager's report, the Police Chief sent acquisition and use policies for three surveillance technologies (body -worn cameras, automated license plate readers, and GPS trackers) to the PRC for review. The PRC reviewed the three surveillance technologies with the balancing test in mind and submitted its input to the Council. Fair & Impartial Policing Addressing apparent race -based disparities in policing outcomes continues to be a focus of the PRC. In November, Mayor Arreguin established a Working Group on Fair & Impartial Policing, naming a variety of stakeholders, including community members, academics, and police department personnel, to the body. PRC Commissioners Calavita, Mizell, and Ramsey were appointed to this working group, and Commissioner Ramsey was selected to be its chairperson. This group is tasked with analyzing relevant information and developing a departmental action plan to address disparities in police stops, searches, use of force, and yield rate from stops, and to build a foundation for a subsequent community process to build trust between Berkeley Police and the community. The working group plans to complete its work in 2020. Spit Hoods A BPD policy that received particular scrutiny was Policy 302, Handcuffing and Restraints, as some argued that the provision for using spit hoods should be banned as unnecessary and inhumane. The PRC recommended a policy allowing the use of spit hoods, with some modifications, while also endorsing the BPD's commitment to crisis intervention training (CIT) and de-escalation tactics, and use other methods of restraint when possible. The City Council was asked to weigh in on the use of spit hoods, but could not agree on a policy change. The BPD issued Policy 302 with the PRC's recommendations. 65D-38 aPolice Review Commission 2019 Annual Report Page 22 Ad -hoc (temporary) subcommittees are established as needed to address BPD policy issues and policy complaints by members of the community, and to research and provide recommendations to the full Commission pertaining to other police -related issues or to respond to referrals from the City Council. Each subcommittee is comprised of two to four commissioners, appointed by the PRC Chairperson. The PRC Ordinance allows for members of the general public to serve on subcommittees. Representatives from the Berkeley Police Department often attend PRC subcommittee meetings. The following subcommittees were active in 2019: Lexipol Policies Commissioners Perezvelez (Chair), Ramsey, Yampolsky, Mikiten This subcommittee began its work in mid-2018, and in 2019 met 17 times to continue its sizeable task of reviewing the BPD's operational and administrative policies, rules, and procedures, as they are transitioned from General Orders, Police Regulations, and Training and Information Bulletins to the Lexipol policy format. Lexipol policies are standardized to ensure adherence with state law and best practices, but also allow for tailoring to local agency needs and standards. The subcommittee is reviewing the converted policies by comparing them to the former policies and probing BPD staff, present at all subcommittee meetings, about new policies or substantive policy changes. Groups of policies approved by the subcommittee are periodically brought to the full Commission for further review and approval. From 2018 through 2019, the Commission had considered nearly 100 policies. The Lexipol Subcommittee's work will proceed well into 2020. Probation & Parole Searches Commissioners Calavita (Chair), Allamby, Roberts This group was established to study two issues: whether detainees should be asked, as a routine matter, whether they are on probation or parole; and whether non -consent searches should be performed on all probationers and parolees. These are two of several areas for policy change that have been identified as necessary for fair and impartial policing. The subcommittee's examination into the issues included review of practices in, and hearing directly from, other jurisdictions, especially the city of Oakland, which had recently revised its policies in these areas. The group's recommendations on the issue of asking 65D-39 Police Review Commission 2019 Annual Report Page 23 the probation or parole question, and on when non -consent searches could be conducted on probationers and parolees, were approved by the full Commission late in 2019. The search issue was passed with the stipulation that it would consider revisions from the BPD, to be submitted in 2020. Prioritizing Safety for Sex Workers Commissioners Ramsey (Chair), Calavita, Matthews Public member Julie Leftwich This subcommittee was formed in late 2018 to consider a policy to protect sex workers from arrest for certain offenses, so they can feel safe reporting that they are the victim of or witness to a sexual assault or other violent crime. The subcommittee's proposed policy (incorporated into Policy 318 on Victim and Witness Assistance) was approved with minor changes by the full Commission in late March 2019, and adopted by the BPD within ten days. MOU Compendium Subcommittee (Formerly Mutual Aid Pacts Subcommittee) Commissioners Perezvelez (Chair), Allamby, Mikiten The Commission forms a subcommittee each year to review BPD's mutual aid agreements and memoranda of understanding with other law enforcement agencies and organizations (referred to as the "MOU Compendium"). By ordinance, the BPD must submit this compendium to the City Council annually for review and approval. Of the dozens of agreements submitted by the BPD each year, the PRC generally focuses on the new or revised agreements, and selects others of particular interest. The MOU Compendium Subcommittee met twice in 2019, and was on hiatus the remainder of the year awaiting information from the Police Department. Due to the press of other priorities, the BPD did not bring the MOU compendium to the City Council in 2019. The PRC Officer, the PRC Investigator, Chair Perezvelez, and Commissioner Mizell attended the 25th Annual NACOLE Conference in Detroit in September. The National Association for Civilian Oversight of Law Enforcement is a network of agencies and individuals working to establish and improve oversight of law enforcement in the U.S. The conference gives PRC staff and commissioners the opportunity to attend training sessions and educational workshops, and to meet and compare notes with other oversight practitioners from around the country and the Bay Area about common and unique challenges of police oversight in their communities. As one of the oldest law enforcement 65D-40 aPolice Review Commission 2019 Annual Report Page 24 oversight agencies in the country, the PRC was featured in a commemorative booklet NACOLE published to recognize its 25 years of existence. Chair Perezvelez at NACOLE Regional Conference PRC staff, along with their counterparts at the BART Independent Police Auditor's Office and NACOLE organized a Regional NACOLE Training and Networking event. This day -long affair, held in May in Oakland, attracted nearly 300 attendees, consisting of oversight agency staff, board and commission members — including several PRC members — legislators, academics, lawyers, law enforcement personnel and other interested community members. Most participants came from the Bay Area but others traveled from further around the state, and from Oregon, Washington, and Colorado. The day's sessions covered oversight of county jails, navigating California's new transparency laws, and best practices in oversight. At the Berkeley Police Chief's invitation, Chair Perezvelez joined him and other members of his staff in attending the annual conference of the International Association of Chiefs of Police in Chicago, in October. The Chair took advantage of the dozens of educational and training opportunities by attending 18 sessions in 3-112 days. The Police Department's response to those suffering from mental health emergencies has been a topic of concern to the PRC, as such calls represent a growing portion of the BPD's caseload. To better understand the City's response to such emergencies, staff from the Mental Health Division and the Police Department attended a 65D-41 Police Review Commission 2019 Annual Report Page 25 Commission meeting to make a presentation about the BPD's crisis intervention training, and about the protocols, staffing, and funding of both agencies. • In October, BPD Sergeant Spencer Fomby and Lieutenant Joe Okies conducted a presentation for the PRC on the Department's Special Response Team. Commissioners learned about the history and structure of this team; the specialized tactical training that officers undergo, its various mission types, and real -life examples of the team's response in high -risk incidents. • Several Commissioners staffed a table at the Berkeley Juneteenth Festival in June, to publicize the work of the Police Review Commission and the services available to members of the public. The Chair attended local National Night Out events in August, an evening of neighborhood bonding and crime prevention awareness. Commission Restructuring — Charter Amendment In 2018, the Police Review Commission submitted to the City Council a proposed amendment to the City Charter that would significantly strengthen the oversight body's powers and broaden its authority. The Council modified the proposal and directed the City Manager to commence meet -and -confer proceedings with affected unions. Those proceedings continued throughout 2019 with the expectation of concluding in 2020. Police Department Commendations The PRC regularly reviews letters of commendation of employees of the Police Department from both members of the public and fellow departmental employees. In recognition of the numerous examples of exemplary service to the community, the Commission extended its own appreciation and commendations to more than 150 sworn officers and civilian staff of the BPD in 2019. SB 1421 Responses A groundbreaking state law known as Senate Bill 1421 went into effect on January 1, 2019, allowing certain law enforcement personnel records — previously confidential — to be made public. The four categories of records now releasable in response to Public Records Act requests are those related to incidents where: 1) a law enforcement officer discharged a firearm at a person, 2) a law enforcement officer's use of force resulted in death or great bodily injury; 3) a sustained finding was made of sexual assault by a law enforcement officer, and 4) a sustained finding was made of a law enforcement officer's 65D-42 aPolice Review Commission 2019 Annual Report Page 26 dishonesty in the reporting, investigation, or prosecution of a crime or of misconduct of another law enforcement officer. The Commission, the BPD, and other City departments were immediately met with requests for records in all categories. PRC staff was part of a multi -departmental team to ensure proper implementation of the law, and to coordinate and prioritize responses. After devoting considerable resources early in the year to timely respond to requests for the most recent records, research into past complaints continued at a more modest pace. The drop in number of complaints filed toward the end of the year allowed PRC staff to perform this work, saving the City the expense of hiring outside resources. Guiding Principles The Commission enacted a set of "Guiding Principles," in order to strengthen its relationship with the Police Department and the Berkeley Police Association. Among other things, it calls for seeking input from and the Department and the Union when discussing policies and practices, attending community events sponsored by the BPD, and collaborating with the BPD in interactions with the City Council and City Manager on matters related to staffing, equipment, and community outreach. Informal Complaints The Commission also adopted procedures for handling informal complaints, defined as complaints alleging misconduct against specific police officers that are not filed on the PRC complaint form. These complaints were formerly included in public agenda packets as communications until the PRC was advised that the privacy rights of police officers required even informal complaints against named officers had to be handled confidentially, in closed session. 65D-43 Police Review Commission 2019 Annual Report Page 27 IX. 2019 MEETINGS & HEARINGS Type of Meeting or Hearing Number Regular PRC Meetings 19' Boards of Inquiry (BOI) 3 Lexipol Policies 17 MOU Compendium 2 Probation & Parole Searches Safety for Sex Workers 8 1 60 TOTAL The PRC's regular meeting of October 9, 2019, was canceled due to an anticipated public safety power shut-off. 2019 MEETING & HEARING DATES January 9 Regular Meeting 14 Lexipol Policies 23 Regular Meeting February 13 Lexipol Policies 13 Regular Meeting 27 Regular Meeting March 6 MOU Compendium 8 BOI, Complaint #2446 13 MOU Compendium 13 Safety for Sex Workers 13 Regular Meeting 27 Lexipol Policies 27 Regular Meeting April 1 BOI, Complaint #2449 10 Regular Meeting 24 Regular Meeting 65D-44 Police Review Commission 2019 Annual Report May 1 Lexipol Policies 8 Lexipol Policies 8 Regular Meeting 14 BOI, Complaint#2448 22 Lexipol Policies 22 Regular Meeting June 10 Probation & Parole Searches 12 Lexipol Policies 12 Regular Meeting 18 Probation & Parole Searches 18 Lexipol Policies 26 Regular Meeting July 10 Lexipol Policies 10 Regular Meeting 11 Probation & Parole Searches 18 Probation & Parole Searches 18 Lexipol Policies 24 Lexipol Policies 24 Regular Meeting August 7 Lexipol Policies 14 Probation & Parole Searches September 3 Probation & Parole Searches 4 Lexipol Policies 4 Regular Meeting 18 Regular Meeting October 8 Probation & Parole Searches 9 Lexipol Policies 22 Probation & Parole Searches 23 Lexipol Policies 23 Regular Meeting November 13 Lexipol Policies 13 Regular Meeting December 11 Lexipol Policies 11 Regular Meeting Page 28 65D-45 EXHIBIT 3 Police Review Board What: Anaheim's new civilian oversight board for the city's police department Role: advise and make police policy recommendations to the city manager with support from Los Angeles -based OIR Group, Anaheim's external police auditor / See OIR Group below Board history: The Police Review Board is an enhanced expansion of Anaheim's Public Safety Board / See Public Safety Board below Board Responsibilities: o Real-time notification of and access to the locations of officer -involved shootings o Private briefings on major incidents, including access to body -worn camera footage o Publish statistics on officer -involved shootings, uses of force, complaints and outcomes o Receive community complaints and concerns and refer them to Anaheim's city manager, Anaheim Police, or OIR Group for review and response o Consider and approve policy recommendations made by OIR Group o Vote on and offer findings on Anaheim Police Department responses to OIR Group recommendations o Review some police policy recommendations prior to adoption o Hear about police training and practices o Audit existing police policies o Produce a publicly available annual report Board members: seven Anaheim residents selected by lottery from each of the city's six districts plus one member selected from the city at large o District 1: Randall Brown o District 2: Phillip Wolfgramm o District 3: Diana Van Kirk o District 4: Ryan Wagner o District 5: Leon Cisneros o District 6: Mayra Gomez o At large: Vacant A iMAAe B winter 2019-2020 Police Review Board Qualifications: o Residency in the district members are representing o Residency in Anaheim for at -large member o Background check o Must sign confidentiality agreement Process: o Early 2018: community outreach, applications, member selection o June 2018: board seated o August 2018: training o Sept. 27, 2018: first public meeting Meetings: monthly, open to public with agendas, reports, minutes and meeting records posted online at Anaheim.net/PRB Support staff: representatives of the city manager's office and OIR Group Timeline: o Feb. 28, 2017: City Council workshop to hear about the work of the Public Safety Board and an evaluation report o March 21, 2017: City Council hears options to expand Public Safety Board scope o March -September 2017: meetings with the Anaheim Police Association, Anaheim Police Management Association, American Civil Liberties Union of Southern California, Orange County Communities Organized for Responsible Development, Anaheim Poverty Task Force, Law Enforcement Accountability Network, Anaheim Community Coalition o June 8, 2017: community meeting on the future of the Public Safety Board o June 29, 2017: community meeting on the future of the Public Safety Board o Sept. 12, 2017: update to City Council on community and stakeholder outreach o Dec. 5 2017: Update to City Council on proposed Police Review Board, expanded successor to Public Safety Board o March 23, 2018: applications due for PRB members o June 2018: board seated o August 2018: training A iMri WRB winter 2019-2020 Public Safety Board What: precursor to the Police Review Board; nine -member community advisory board to the city manager that met quarterly from October 2014 to February 2017 Members: o Forrest Turpen, chair o Robert Nelson, vice chair o Carolyn Bryant o Michael Colicchio o Thomas Dunn o Ericka Martinez o Michael Vogelvang o Two vacancies • Created: February 2014 as a two-year pilot program Meetings: 12 from October 2014 to February 2017 Public Safety Board role: u Reviewed some officer -involved shootings, uses of force o Reviewed policies and practices o Reviewed police and fire budgets Reviewed staffing levels Reviewed delivery of service How it worked: Public Safety Board members worked with OIR Group, Anaheim's independent external public safety auditor A iMAL winter 2019-2020 OIR Group • What: Los Angeles -based law enforcement consultant to cities, public safety agencies and others • Who: Led by Michael Gennaco, former chief attorney of the Office of Independent Review for Los Angeles County and former chief of the Civil Rights Section at the U.S. Attorney's Office for the Central District of California • Services: reviews of public safety agencies, critical incident reviews and analyses, complaints and internal investigations, policy assessment, evaluation and conducting of training • Work with Anaheim: the city has contracted with OIR Group since 2007 • Scope of Anaheim work: o Serves as police practices adviser to the city, its Police Review Board and prior Public Safety Board o Responds to the scene of all officer -involved shootings and in -custody deaths and advises during investigations o Reviews lethal force and in -custody death cases o Reviews bias -based policing complaints o Reviews administrative investigations of sergeants or higher o Advises the city on investigations and outcomes A iMAL winter 2019-2020 EXHIBIT 4 CITY OF ANAHEIM POLICE REVIEW BOARD REVIEW Board 65D-50 Police Review Board THIS PAGE WAS INTENTIONALLY LEFT BLANK Page 1 65D-51 Police Review Board BOARD MEMBERS Phillip Wolfgramm, Chair A real estate executive, Wolfgramm serves as Chairman of the Police Review Board and represents District 2 in central -west Anaheim. On the board, Wolfgramm seeks to help strengthen the relationship between the Anaheim Police Department and the city's residents. Wolfgramm is senior vice president of asset management and acquisitions for Kam Sang Co. in Arcadia. Kam Sang owns, builds and acquires commercial real estate, including retail and residential properties and hotels such as the Sheraton Garden Grove -Anaheim South in Garden Grove. He is a 20-year resident of Anaheim. Wolfgramm lives in District 2 with his wife and their five children. Term expires in June 2022. Ryan Wagner, Vice Chair A supervisor at fastener maker West Coast Aerospace Inc., Wagner represents District 4 in central -south Anaheim. He serves on the Police Review Board to give back to Anaheim, where he moved a few years ago. Wagner seeks to learn more about the Anaheim Police Department and work with the community to address potential areas of improvement. Wagner earned a bachelor's in business administration and sociology from the University of Oregon. He is training to get his private pilot license. Term expires in June 2021. Randy Brown, District 1 Retired from the retail industry, Brown represents District 1 in west Anaheim. As a longtime west Anaheim resident, Brown has seen issues facing the area, including the impacts of homelessness, motels, human trafficking and drug abuse. He serves on the Police Review Board to represent west Anaheim and push for continued renewal of the area. Brown has lived in Anaheim for more than 30 years and raised a family here. Term expires in June 2021. Diana Van Kirk, District 3 Page 2 A retired nurse, Van Kirk represents District 3 in central -north Anaheim. She serves on the Police Review Board with a goal of fostering understanding between the community and the Anaheim Police Department. VanKirk also seeks to pass along policing concerns of residents and others to ensure proper procedures and policies are followed. Van Kirk has lived in Anaheim since she was an early teen. She attended Trident Junior High School, which closed in 1989, and Savanna High School. She earned nursing degrees from Fullerton College and California State University, Fullerton, and a master's in 65D-52 Police Review Board nursing and midwifery at a joint program offered by the UCLA and UC Irvine. VonKirk worked for decades as a registered nurse, including at West Anaheim Community Hospital and Kaiser Permanente. She volunteers on pet therapy visits to Anaheim Memorial Regional Hospital and Kaiser Permanente Orange County Anaheim Medical Center and for the children's reading program at Haskett Branch Library. Term expires in June 2021. Leon Cisneros, District 5 A political consultant and operative, Cisneros represents District 5 in central -east Anaheim. He serves on the Police Review Board to address issues he has experienced and seen in neglected working-class neighborhoods and those raised by the American Civil Liberties Union. He is passionate about promoting Democracy, Freedom, and Justice. Cisneros is a recent graduate from the Graduate School of Political Management at The George Washington University, holds a bachelor's in political science and government from California State University, Fullerton and an associates in political science from Fullerton College. Term expires in June 2021. Mayra Gomez, District 6 An executive assistant at the Anaheim Family YMCA, Mayra Gomez represents District 6 in east Anaheim. Gomez joined the Police Review Board as a way to continue giving back to her community. She is also passionate about promoting social justice issues and increasing diversity, equity and inclusion. Gomez was born and raised in Anaheim and attended Katella High School. She holds a bachelor's degree in social ecology from University of California, Irvine. Gomez lives in east Anaheim with her husband and 5- year-old son. Term expires in June 2022. Tim Webb, At -Large A retired truck driver, Webb represents Anaheim at large. He serves on the Police Review Board to make a difference in his community. Webb has lived in Anaheim since 1955 and attended Magnolia High School before serving in the Navy, including two tours duty in Vietnam in the late 1 960s and 1 970s. After the Navy, Webb became a truck driver hauling sod and lumber and worked in the grocery business. A grandparent, Webb's been married for 25 years. Term expires in June 2022. Page 3 65D-53 Police Review Board OIR GROUP OIR Group is a team of police practices experts that has worked with the City of Anaheim to monitor its Police Department since 2007. OIR Group's members are attorneys with extensive experience in the civilian oversight of law enforcement. In jurisdictions throughout California as well as several other states, OIR Group has performed a variety of services related to the independent review of police issues. These have ranged from investigation and evaluation of specific incidents to the broader assessment of an agency's operations. OIR Group's lead members in the City of Anaheim are Michael Gennaco and Stephen J. Connolly. Mr. Gennaco is a former federal prosecutor in the Civil Rights Division of the U.S. Department of Justice. He is a nationally recognized oversight expert and a contributor to President Obama's Task Force on 21" Century Policing. Since 2001, Mr. Connolly has practiced exclusively in the field of law enforcement oversight, and regularly teaches classes to police personnel on issues of risk management, effective supervision, and officer accountability. OIR Group's role in Anaheim began with relatively limited audit functions regarding closed cases. Its responsibilities and influence have evolved over the years as the City has expanded its approach to oversight, and as the Police Department itself has responded to OIR Group recommendations and enhanced its own internal review mechanisms. Anaheim PD's Major Incident Review process, for example, has grown into a model for the holistic administrative assessment of critical incidents. It looks at officer performance and surrounding issues of equipment, supervision, communication, tactics, and decision - making in pursuit of potential insights for the future effectiveness of the agency. OIR Group participates actively in that process — beginning with a "roll -out" response to the scene of officer -involved shootings and other critical events — and has encouraged its development over the years. As oversight professionals, and attorneys who have full access to the Department's investigative case files and records, OIR Group offers an independent assessment of the police response to critical incidents, uses of force, and misconduct investigations. It issues periodic reports that describe its appraisal of individual case files and offer recommendations for systemic improvement. The Police Department has accepted and implemented the overwhelming majority of these recommendations over the years. With the development of the new Police Review Board, OIR Group's main responsibility is now to support the Board's work. It does this by offering an independent perspective, sharing its insights into specific matters that come to the Board's attention, and using its access to police records to help ensure the legitimacy of the Department's internal investigations. Page 4 OIR GROUP 65D-54 Police Review Board Police Review Board 2019 ANNUAL REPORT WELCOME MESSAGE Issues relating to law enforcement, and the interaction between the police and those they serve, is in a state of evaluation and evolution across our country, in California, and here in Anaheim. New laws, increased media and public scrutiny, coupled with the persistence of weapons, drugs, gangs and other social challenges on our streets and around our homes, have combined to create a pivotal moment for public safety agencies like the Anaheim Police Department ("APD"). More than ever, the police are being held to high standards of accountability, and community members are seeking more of a voice in police operations. Anaheim's new Police Review Board, or "PRB", is a response to these developments. It reflects the City of Anaheim's commitment to civilian oversight and community involvement. Its formation was the product of considerable study and discussion by the Mayor, City Council, APD, and residents about how an effective review model could and should be formed. The PRB model that resulted from that process is an expansion of an earlier civilian oversight pilot project, the Anaheim Public Safety Board, which met on a quarterly basis from 2014 to 2017. That group of volunteers gave generously of their time and paved the way for the new Board — in part by showing the need for more concrete ways of influencing APD. The new PRB features those increased responsibilities, including timely review of officer -involved shootings and other major incidents, hearing community concerns, and recommending policy changes for consideration by the Anaheim Police Department. By giving Board members increased training on police practices and procedure, and by having them do ride-alongs with APD officers, the City worked to give the new Board a solid foundation to begin its work. And its meetings, which are monthly instead of just four times a year, are designed to provide the public with substantive information about APD while also serving as a forum for direct feedback from residents. Other key features of the PRB include the following: • Board members are drawn by lottery from Anaheim's resident community, and just like our neighbors, we are also served by the Anaheim Police Department. • Board members seek to bring the community closer to its police department by timely reviewing major incidents, hearing from residents, and making recommendations to improve policing in Anaheim. • Board member's views reflect a diversity of perspectives on policing in Anaheim, resulting in frank dialogue and robust sharing of ideas about the future of public safety in Anaheim. The result of our work, discussion and deliberation is reflected in this annual report. Page 5 65D-55 Police Review Board • Board members, however, do not have jurisdiction over employment matters including the hiring of personnel or relieving them of duty, acknowledging or disciplining personnel based on performance or investigating major incidents involving the Anaheim Police Department. Against this backdrop, the Police Review Board is pleased to share this annual report which summarizes our first year of service. The report, which is itself representative of our expanded role, is meant to provide insight into our process and initial oversight experiences. It includes policy recommendations and a recap of the Board's work in its first year. We are honored to serve our city and share this report with you. We look forward to the Police Review Board's second year and our continued work to enhance the relationship between the Anaheim Police Department and our community. ABOUT THE POLICE REVIEW BOARD The Police Review Board (PRB) is Anaheim's civilian oversight board for the city's police department. The PRB advise and make police policy recommendations to the City Manager with support from the OIR Group, Anaheim's independent external auditor. The new review board was seated in June 201 8 and works closely with the OIR Group, which has served as the city's outside police practices adviser since 2007. The PRB is comprised of seven members, one representative from each of Anaheim's six council districts and one representative from the city at -large. Members were selected by the City Manager by lottery and serve for a three- or four-year term initially, determined by the district in which they serve. The Board responsibilities include: • Receiving real-time notification of and access to the locations of officer -involved shootings and other critical incidents • Receiving private briefings on major incidents, including access to body -worn camera footage • Publishing statistics on officer -involved shootings, uses of force, complaints and outcomes • Receiving community complaints and concerns and refer them to the City Manager, Anaheim Police, or the OIR Group for review and response • Considering and approving policy recommendations made by the OIR Group • Voting on and offering findings on Anaheim Police Department responses to OIR Group recommendations • Reviewing some police policy recommendations prior to adoption and offering input as appropriate • Hearing about police training and practices • Auditing existing police policies • Providing a publicly available annual report Page 6 65D-56 Police Review Board The PRB holds public meetings monthly, beginning at 6 p.m. on the fourth Thursday of the month at Anaheim West Tower located on 201 South Anaheim Boulevard. The public sessions are preceded each month by a closed gathering of the Board in which members receive confidential briefings on critical incidents that have occurred in the city. These briefings constitute an unprecedented level of access to ongoing investigations involving high profile police encounters such as shootings or other in -custody deaths. MISSION STATEMENT The Police Review Board brings enhanced community oversight of the Anaheim Police Department with independent review of major incidents while also serving as a forum for community feedback and education about the role of policing in Anaheim. Serving as the community's voice, the Police Review Board brings added oversight and accountability while also building trust between the Anaheim Police Department and those it serves. COMPLAINT PROCESS One of the functions of the Board is to serve as a liaison between the public and the APD. Though the Board does not have its own investigative or disciplinary authority, it does hear complaints that members of the public bring to its attention. Depending on the nature of the concern presented, the Board can facilitate communication, make a request of the Department for more information, or monitor any investigation that is warranted. It can also direct OIR Group — which has access to the Department's investigative files — to research closed cases and ensure that issues were addressed appropriately. If a member of the public is registering a specific allegation of misconduct, then the Board can help bring the matter to the attention of the right people. In addition, the Board and the City Manager's Office will follow up on what happens and get back to the complainants with additional information. However, the Department will conduct the investigation and decide the disciplinary outcomes or other resolutions. At meetings and in the community, the Board members had the chance to meet several individuals who raised general safety issues, complained about specific incidents that involved themselves or family members, or just wanted to share their perspective on policing priorities and challenges in the City. The Board tracks these encounters and, working with the Department and OIR Group, works to ensure that there has been or will be an appropriate response. Page 7 65D-57 Police Review Board TRAIN ING/ORIENTATION PRB members participated in extensive training prior to the first public meeting September 2018. The PRB members are required to: • Adhere to the National Association for Civilian Oversight of Law Enforcement (NACOLE) Code of Ethics. • Comply with all applicable state and federal laws regarding confidentiality. • Commit 20-40 hours per month to fulfill their duties. • Ride along with Anaheim Police Department To better understand the substance of individual incidents it reviewed throughout the year, PRB members received training on a range of topics relating to legal standards, administrative procedures, and investigative protocols. These included the following: • History of police oversight in Anaheim and civilian oversight's evolving role • Fourth Amendment • Terry v. Ohio (police authority to detain) • Graham v. Connor (thresholds for police use of force) • 835a Penal Code (officer authority to use force) • 148a Penal Code (law prohibiting obstructing or resisting officers in the performance of their duties) • Anaheim Police Department Policies • Police interaction simulation training CONFERENCE For 25 years, the NACOLE Conference has brought together people from throughout and outside the United States to discuss ways to make oversight of law enforcement as effective and meaningful as possible. Over four days, the conference features panels of experts sharing their insights in all aspects of the interaction between police agencies and the civilian groups who monitor them. In 2018 and 2019, two different PRB members attended these annual events various seminars on topics such as community policing, transparency in policing, the strengths and limitations of different models of oversight, the role of oversight in reviewing uses of force, ways to utilize force data, de-escalation training, pursuit policies, Internal Affairs and discipline, and community outreach. • 2018 National Association for Civilian Oversight of Law Enforcement (NACOLE), St. Petersburg, Florida • 2019 National Association for Civilian Oversight of Law Enforcement (NACOLE), Detroit, Michigan Page 8 65D-58 Police Review Board APD INTERVIEW PANELS Individual PRB members had the opportunity to participate in panel interviews with finalists for high- ranking positions in APD's leadership team. This constituted a new and unique way for the PRB to represent the public's perspective in shaping APD at the supervisory level. ROLL OUTS Another critical function of the Board is to observe the scene of officer -involved shootings or use of force incidents so that the board members can gain a better understanding of the conditions surrounding officer involved shootings or use of force incidents. Board members receive real-time notification on major incidents. The Chair or designee is authorized to visit the location of incidents that result in the involvement of APD's Major Incident Response Team (MIRT) who handle the officer -involved shootings or use of force incidents They also receive private briefings by MIRT when a critical incident occurs which may include a review of body worn camera footage. This authorization from APD and the City is ground breaking; we are aware of no other citizen review board in the country that has the authorization to rollout to critical incidents and receive real-time briefings. Board members were called out and responded to the scene of the below events: • July 21, 2018: fatal officer -involved shooting (former Member Celosse) • March 9, 2019: traffic collision with injury involving APD employee (Member Webb) • March 15, 201 9: officer -involved shooting with injury (Member VanKirk) • April 4, 2019: fatal officer -involved shooting (Member Wolfgramm) COMMUNITY OUTREACH The Board is required to conduct regular community engagement and outreach, with each member required to conduct outreach in their respective district to raise awareness of the PRB, including meeting with the Council Member representing the district. Members are encouraged to attend community events, including district community meetings on a regular basis. Board members attended the meetings and events below: • August 7, 201 8: National Night Out (Member Webb) • September 17, 2018: Planning Commission Meeting (Member Wagner) • October 201 8: District 5 & 6 Community Meetings (Member Webb) • February 2019: Coffee with a Cop (Member Webb) • February 13, 2019: District 4 Community Meeting (Member Wagner) • April 2019: Tacos with a Cop (Member Webb, Member Gomez) • May 8, 2019: Critical Incident Community Briefing (Member VanKirk, Member Wagner) • August 6, 2019: National Night Out (Member Gomez) To support the Board's community outreach efforts, a brochure with general information on PRB was created for members to pass out while attending events. (See Appendix A). Page 9 65D-59 Police Review Board STATISTICS Anaheim Police Department Cumulative Data 2019 2018 2017 2016 2015 2014 2013 2012 (thru September Total 24) Number of Officer 2 4 2 5 a 3 1 9 Involved Shootings Number of in -custody 1 3 0 2 0 1 deaths Number of 3 8 8 18 3 7 7 14 administrative investigations in which the subject employee holds the rank of sergeant or higher Number of 77 112 162 71 88 126 100 124 administrative investigations* Number of complaints # 51 72 106 41 42 55 58 46 12 19 33 25 21 Internal Internal Internal Internal Internal 39 53 73 16 21 External External External External External Number of use of force 97 152 100 126 108 131 138 146 (all force) Triggering the FAS system ** Use of force 2 1 13 4 8 12 16 8 complaints *includes accident investigations, internally generated investigations, and externally generated investigations #includes internally generated complaints, and externally generated complaints **Force collection and analysis system (FAS)- Threshold into reporting into AIMS or existing force - Any visible injury, complaint of pain, use of any implement or device, render the person unconscious, carotid restraint, any unusual circumstances. Page 10 65D-60 Police Review Board TOPICS STUDIED One goal of the Board is to create a forum where the public can learn more about how and why APD does things in particular ways — and for APD to hear questions and reactions about its approaches. As a result, we invited APD representatives to present on a range of topics that members generated in response to their own neighborhood or personal concerns, or in response to briefings we received about particular cases. We also featured presentations by OIR Group on issues relating to oversight and transparency in law enforcement. We hope these sessions will be informative and educational to the members of the public in attendance. This year's subjects included the following: • OIR Group Update — Recent Developments in Civilian Oversight • NACOLE Conference Update • OIR Group Update —AB 748 and SB 1421 These two new state laws, now implemented, provide unprecedented public access to previously confidential police investigations, including deadly force cases and certain categories of misconduct. • Homeless Presentation Presentation by APD on its strategies for addressing homelessness issues in the city, its liaison program that promotes social services to needy individuals, and its enforcement policies for camping, loitering, and other behaviors linked to homelessness. • Brady and Pitchess — Presentation by OIR Group These longstanding laws relate to access to law enforcement records in the context of criminal or civil cases in which officer behavior is a potential issue. • School Lockdown Information — Presentation by APD This presentation provided information on how APD responds to in -progress incidents that could potentially impact a school environment within the city. • SB 1421 Follow Up — Presentation by APD This presentation focused on compliance strategies for the law, which as of July 1 imposed new disclosure requirements on police agencies in California with regard to videos and other recorded evidence of critical incidents. This would include body -worn camera footage in Anaheim, where the officers have worn cameras since 2015. Page 1 1 65D-61 Police Review Board TOPICS STUDIED (CONTINUED) • De-escalation Techniques — Presentation by APD This is an important trend in the way that police encounter members of the public who are confrontational and/or experiencing instability because of intoxication or mental health impairment issues. New training and techniques equip officers with communication techniques, timing strategies, and other methods of defusing and resolving conflict without resorting to force. • Major Incident Review Team Overview (MIRT) —Presentation by APD The MIRT program is APD administrative response protocol for investigating and addressing critical incidents involving its personnel. This includes all officer -involved shootings and in -custody deaths. This discussion explained the elements of MIRT and how it contributes to accountability and reforms within APD. • Parking Overview — Presentation by APD Parking codes, violations, and citations are a significant source of concern for many Anaheim residents. This discussion explained APD's role in enforcing the rules — and the limitations of its authority over the city's planning decisions. • Family Liaison/Use of Force — Presentation by APD We reviewed several deadly force incidents, and noted multiple situations in which police communication or encounters with the involved family members became an added source of strain. The presentation addressed APD's approaches to these sensitive interactions. • Duty to Intercede Presentation — Presentation by APD Some of the cases we reviewed made us interested in the dynamics between officers — and how they are trained to react if they are concerned about how a specific incident is unfolding. This discussion covered the policies and training with which APD currently equips its personnel to respond. • Anaheim Police Association — Presentation by Edgar Hampton, President The employment rights and priorities of officers are influential in a variety of contexts. Mr. Hampton offered some remarks about his role and the union's attitude toward outside oversight and accountability; he also answered several questions from Board members. 65D-62 Police Review Board TOPICS STUDIED (CONTINUED) • Community Outreach Overview —Presentation by APD In response to inquiries from our Board about APD's strategies for connecting with the community, APD offered a detailed presentation about some of its latest initiatives. • Subpoena Power Overview — Presentation by OIR Group The ability of oversight groups to access confidential records and require officers to submit to questioning has been a longstanding basis for debate. Here, the Board learned about the history of this question as it pertains to Anaheim, where OIR Group's longstanding access has addressed some of the relevant concerns. • APD K-9 Program —Presentation by APD This presentation provided detailed information on APD's K-9 Program including K-9 selection, training, duties and capabilities, vehicles, and deployment guidelines. Page 13 65D-63 Police Review Board RECOMMENDATIONS One of the Board's key functions is to make formal recommendations to APD about new approaches to policing in the city. In this way, the Board brings a fresh perspective — and occasionally fresh challenges — to the Department's way of doing things. This year's recommendations arose from incidents and issues that we encountered during our regular monthly meetings. We identified several topics that interested or concerned us, asked for further information from knowledgeable sources within or outside APD, and reached consensus as a group about these The Board recommends that the Police Department review and consider adopting the following recommendations: • Timing of Interviews after Critical Incident Throughout the year, the Board learned through specific examples and broader discussions about the investigative process that follows certain critical incidents. These matters are reviewed both criminally and administratively, and different rules apply to the respective categories. We were surprised to learn that days routinely pass between an APD shooting and the first interview of involved officers. In our view, it makes sense to have that statement occur much sooner, to reduce the chances that anything will interfere with the accuracy of the officer testimony. In order to promote the integrity of investigations in the aftermath of a shooting or in -custody death, and in the absence of extraordinary circumstances (such as severe injury to the officer), the Department should ensure that a subject or witness officer provides an interview statement prior to the end of the relevant shift. • Hiring/Assignment after an Officer -Involved Shooting In a few of the shootings incidents we looked at this year, some of the involved officers had used deadly force in the past. Since the vast majority of officers never have even a single shooting, this statistic seemed significant. We understand the question is a complicated one, and that deadly force is a reality of policing. Still, we encourage the Department to assess this reality with more rigor in the future. a. When considering the applications of lateral hires to the agency, the Department should review prior deadly force incidents and take them into careful consideration before offering employment — particularly for individuals with more than one officer -involved shooting. b. The Department should devise and implement a protocol for reviewing multiple shooting incidents involving the same officer, with an eye toward determining whether duty assignments should be adjusted to minimize risk of future deadly force events. Page 14 65D-64 Police Review Board RECOMMENDATIONS (CONTINUED) • Intervention strategies during an unfolding incident A dynamic that interested us this year is how multiple officers might react differently to unfolding events. We wondered about how — or how effectively — the Department prepares officers to speak up or otherwise shift the momentum of an encounter that is going poorly or appears to be breaking from policy and training. OIR Group should evaluate the Department's current policy and training on the "duty to intercede" when officers believe that incidents are unfolding problematically, and the Department should consider developing strategies as needed for increasing the ability of such officers to intercede safely and effectively. • Contacts/Liaison with family members after critical incident We recognize the lasting impact on family members and friends when a loved one has a fatal encounter with the police. We met several individuals who had experienced such a loss personally. Although there are no easy answers to many of the questions and criticisms we heard, we do think there are attainable ways for APD to communicate more effectively and compassionately in these situations. The Department should evaluate and implement innovative strategies and contemporary best practices for facilitating timely communication with, and other compassionate measures (such as hospital visits) for, the immediate family members of individuals who have been critically injured or killed in a police encounter. • Parking Enforcement Parking is one of the "everyday" issues that affect large groups of our residents — sometimes creating hardships that affect low income neighborhoods and people to a disproportionate extent. Although we learned APD has limited authority over many of these questions, we still think this topic merits ongoing attention from both the Department and other city officials. In light of the competing challenges involved with effective parking, zoning, and enforcement regulations, the Department and City should regularly evaluate potentially disparate impacts of enforcement and citation practices on densely populated neighborhoods and their residents. Page 15 65D-65 Police Review Board RECOMMENDATIONS (CONTINUED) • Records release policy (fees) California's new police transparency laws were a large topic of our first year. As different jurisdictions get used to the new rules, they are taking varying approaches to the questions about whether and how to charge fees for parties requesting newly available records — including recordings that are very costly to properly review and prepare. As the Department and City continues to adapt to new records release requirements under recent state law, they should waive costs for records production under SB 1421 when requested by the impacted individual or immediate family members. • Community Engagement In response to a request from the Board to learn more about APD initiatives in building community relations, we heard a presentation about an encouraging new program that reflects a priority we support. The Department should reinforce its commitment to the new "Five Minute Engagement' program and look for ways to incentivize positive officer participation in this and other community engagement initiatives. Page 16 65D-66 Police Review Board LOOKING FORWARD As the Board moves into their second year, members will continue to advise and make police policy recommendations to the City Manager with support from OR Group. In efforts to receive more input from the community, the Board is considering changing their meeting location every other month to visit various areas throughout the city. The Board will receive more informational presentations to learn more about APD which will help formulate policy recommendations and engage residents to partake in potential policy changes. The following topics will be presented in the second year: • Customer Service Training for APD Front Desk Personnel • Understanding APD Annual Budget • Gang Injunctions • Officer Wellness • Vehicle Pursuits • Early Warning Systems • Community -Based Policing • Workload of Homicide Division FOR MORE INFORMATION To learn more about PRB, please visit Anaheim.net/PRB. The website will provide access to previous meeting agendas, presentations and minutes. If you would like to contact PRB, please call (714) 765-5162 or email PRB@anaheim.net. 65D-67 Who Anaheim Police Email: Review PRB@Anaheim.net Board Call: (714) 765-5162 M Receive Real -lime inputon major iolke Inents, across to officerinvolved shooting scenes cid • Private briefings on major incidents Community concems and complaints • Mahelm Ponce Department responses to pollry recmmmendations • Commit and proposed police policies Statistics on officer -involved shootings, uses of force, complaints Recommendations via annual report M .. ANAHEIM Response to Police Review Board POLICEOctober zoig Report ' December zo, 2019 Since zoiq, the Anaheim Police Department (APD) has welcomed and benefited from civilian oversight of its operations. The only agency in Orange County with civilian oversight, APD's commitment to innovation and transparency serves as a model in self-critical, progressive policing. Building on the groundbreaking work of the Public Safety Board, the current City of Anaheim oversight committee, the Police Review Board (PRB), was seated in 2oi8 and is the second iteration of civilian oversight in Anaheim. With similarities and certainly differences from its predecessor, the PRB has been diligent in its commitment to critical and holistic review of department operations as an additional layer with the purpose of further improving APD's capabilities in delivering the highest level of public safety service to the city's residents, businesses and 25 million annual visitors. Since the inception of the civilian oversight component in Anaheim with the initial Public Safety Board examining both police and fire operations, the PRB recently produced the first report of its work summarizing its first year of service. The report included the following sections: • Introduction of the board members; • Introduction of the Office of Independent Review (OIR) and explanation of their role; • Welcome message from the PRB; • Overview of the PRB and its role; • Mission Statement; • Overview of PRB's role in the complaint process: specifically, hearing or receiving complaints from members of the public; • Training: specific training the PRB has received along with a summary of their attendance at the National Association of Civilian Oversight of Law Enforcement (NACOLE) Conference; • Discussion & description of PRB's participation on department hiring and promotional panels; • Discussion & description of PRB's field response to critical incidents; • PRB's role and activity related to community outreach; • Overview of key department statistics including deadly force, use of force, complaints, internal administrative investigations; • Areas of study: specific topics for which the PRB received more in-depth information via presentation from subject matter experts; • Recommendations • Looking forward: future topics of study for the PRB With additional training, greater capabilities and expanded access, the PRB possesses a more robust ability to influence department direction than did the previous model. Further, with a seat on critical hiring and promotional panels, the PRB now has the ability to weigh in on those selected and those promoted within the ranks of APD. The department has made it a priority to be responsive to requests from the Office of the City Manager, and has provided relevant training, 65D-69 ANAHEIM Response to Police Review Board POLICEOctober zoigReport I z presentations and input as requested. Further, APD has brought forward ideas and suggestions which have proven beneficial to the board members including hands-on use of force training and deadly force simulated training. In addition, APD has provided prompt and detailed debriefs of critical incidents to ensure the PRB is provided as much information as is possible without jeopardizing ongoing investigations. Consistent with reports submitted by OIR examining critical incidents, internal affairs and other department operations, the department is using this document to formally respond to each of the recommendations presented by PRB in its annual report. Recommendation is Timing of Interviews after Critical Incident In order to promote the integrity of investigations in the aftermath of a shooting or in -custody death, and in the absence of extraordinary circumstances (such as severe injury to the officer), the Department should ensure that a subject or witness officer provides an interview statement prior to the end of the relevant shift. In the interest of seeking an independent and neutral investigation to determine whether the actions of involved officers) during the application of deadly force were lawful, AP requests the Orange County District Attorney (CCDA) to conduct the criminal investigation of officer involved shootings and custodial deaths. Since the OCDA may not compel a statement from an involved officer, it is in the interest of both agencies that a voluntary statement be obtained in order to assemble the best and most comprehensive evidence of the event to determine its lawfulness. Consistent with the best practice guidelines adopted by the International Association of Chiefs of Police supported by academic research demonstrating that individuals have a more inclusive and accurate recall of a traumatic incident after a period of rest, APD does not object to the involved employee waiting to provide a voluntary statement to the OCDA. While it would certainly be within the department's authority to compel an administrative statement from the involved personnel the date of the incident, it is the position of the department this practice would serve as a disincentive to the officers in providing a voluntary criminal statement to OCDA. Finally, it is important to note the department will compel a statement within seven (7) days of the incident, regardless of the status of the criminal investigation concurrently underway. Recommendation z: Hiring/Assignment after an Officer -Involved Shooting a. When considering the applications of lateral hires to the agency, the Department should review prior deadly force incidents and take them into careful consideration before offering employment — particularlyfor individuals with more than one officer -involved shooting. 65D-70 ANAHEIM Response to Police Review Board POLICE October zoigReport 1 3 b. The Department should devise and implement a protocol for reviewing multiple shooting incidents involving the same officer, with an eye toward determining whether duty assignments should be adjusted to minimize risk of future deadly force events. The hiring process for a police officer candidate, whether anew recruit or a lateral officer from another agency, is understandably and rightfully comprehensive. One of the most critical components of the process is the background investigation. Consisting of an in-depth examination of the candidates' past including but not limited to education, decision -making, acquaintances, driving history, military history, family history and work history, this provides a critical tool in assessing a candidate's readiness and compatibility for the position of police officer with the Anaheim Police Department. For lateral applicants, this "background" includes examinations of prior discipline, complaints, performance, use of force and any applications ofdeadlyforce. As with all candidates, these reports are critically considered and when necessary additional investigative work is requested before anyone passes this phase of the process. Most importantly, uses of deadly force are tightly scrutinized in order to ensure the department does not make an ill- advised hire and inherit an officer not suitable to its exacting standards and to standards the community expects and demands. Fortunately, APE) is a destination department and therefore enjoys the enviable position of screening the best and brightest candidates. That being said, the PRB's recommendation on this critical topic is very much appreciated, and the department has reinforced with its Personnel unit the need for all relevant documentation related to prior deadly force be thoroughly examined before any candidate is moved on to final review by the Deputy Chief and ultimately the Chief of Police. APD has also heard from the PRB directly regarding their position on pre -hire screening; specifically as it relates to lateral officer candidates with prior uses of deadly force. The second component of this recommendation involves incumbent officers involved in multiple applications of deadly force. Every officer -involved shooting is subject to not only comprehensive and critical investigation in terms of lawfulness and adherence to policy, but concurrent with these investigations the department considers the history of the involved officer. Prior to any officer returning to the field following an officer involved shooting, he or she must first be cleared for duty by an approved psychologist. Beyond that, the department's executive team confers prior to the return to duty to ensure the assignment is appropriate considering the circumstances of the incident and the officer's history. When warranted and as evidenced by APD practice, an officer maybe reassigned temporarily or longer term. While adequate safeguards are in place, APD agrees with PRB's 65D-71 ANAH EI VI Response to Police Review Board POLICEOctober zoigReport 14 recommendation to develop a protocol whereby there is greater consistency in this evaluative process. Recommendation 3: Intervention strategies during an unfolding incident OIR Group should evaluate the Department's current policy and training on the "duty to intercede" when officers believe that incidents are unfolding problematically, and the Department should consider developing strategies as needed for increasing the ability of such officers to intercede safely and effectively. As clearly identified in recent administrative investigations, the department critically examines the actions of all officers in their investigative process. Regardless of the initial complaint, the department holds any officer accountable who fails to step in when decisions and/or actions are being taken by another employee which are contraryto APD's mission, are potentially unlawful or which undermine the delivery of professional service. PRB's recognition of this importanttenet is appreciated and department policy and training will be evaluated and augmented to provide greater clarity as far as expectations. Therefore, APO strongly encourages that our policy and training regarding the "duty to intercede" be audited through a third party, such as OIR Group, or through a national police accreditation organization. Recommendation 4: Contacts/Liaison with family members after critical incident The Department should evaluate and implement innovative strategies and contemporary best practices for facilitating timely communication with, and other compassionate measures (such as hospital visits) for, the immediate family members of individuals who have been critically injured or killed in a police encounter. Similar to Recommendation 3, the department had the opportunity to discuss this topic with both PRB and OIR. Following this helpful and thoughtful dialogue, the department began researching the best approach considerate of staffing issues and the sensitive nature of the interaction / liaison in question. While there will still be the need forAPD's Investigative staff or that of the OCDA to communicate directly with family member(s), the department agrees with this recommendation and will be engaging the services of a third party provider specializing in human relations to better meet this critical need. Recommendation 5: Parking Enforcement In light of the competing challenges involved with effective parking, zoning, and enforcement regulations, the Department and City should regularly evaluate potentially disparate impacts of enforcement and citation practices on densely populated neighborhoods and their residents. One of the fundamental functions of the police department and all city departments for that matter is to be responsive to problems and issues in the community. Unfortunately, there exists a shortage of parking throughout the city as there is throughout most cities in Orange County and Southern 65D-72 ANAHEIM Response to Police Review Board POLICE October zoigReport 1 5 California and that shortage often results in calls for service and complaints related to parking violations. With the understanding that these complaint driven calls go to the police department and other City departments, and must be responded to and hopefully resolved, APD agrees to work with the City to evaluate and find solutions to enhance parking across the city to minimize disparate impacts. Recommendation 6: Records release policy (fees) As the Department and City continues to adapt to new records release requirements under recent state law, they should waive costs for records production under SB 1421 when requested by the impacted individual or immediate family members. As discussed during a public PRB meeting, City policy sets fees for services and records, and establishes what records are subject to fees consistent with California law. The department does not possess the authority to establish fees, and must be cognizant of unintended consequences of waiving fees in certain circumstances. The department continues, however, to confer regularly with City management and specifically the City Attorneys Office to ensure the current fee schedule comports with state and case law. It is not the intention of the department to obstruct the receipt of relevant records. On the contrary, the department has assigned two (z) full-time positions as well as a contractor to fulfill the requirements of SB 1421. Many of the records subject to release pursuant to SB 1421 demand significant redaction and extraction to avoid releasing the identities and/or likenesses of minors, crime victims or others whose images or voice are captured via body worn camera or other electronic device. The personnel costs required for this redaction are absorbed by the department and have necessitated the redeployment of resources. For these and other reasons, requiring reasonable payment to offset some of these costs is necessary. Recommendation 7: Community Engagement The Department should reinforce its commitment to the new "Five Minute Engagement' program and look for ways to incentivize positive officer participation in this and other community engagement initiatives. One ofAPD's core objectives, the engagement of the community it serves is an institutional priority. PRB's recognition of the importance of this commitment is well -taken and the department concurs with the recommendation to identify additional ways to incentivize and further engrain the philosophy throughout the organization. 65D-73 EXHIBIT 5 CITY OF RIVERSIDE COMMUNITY POLICE REVIEW COMMISSION POLICIES AND PROCEDURES Amended October 1, 2018 1. PURPOSE AND SCOPE To establish guidelines for the receipt and processing of allegations of sworn police employee misconduct, to supplement Article VII of the Commission's Bylaws governing the conduct of Commission meetings, and to provide guidelines for the evaluation of officer -involved death cases. 11. AMENDMENT These Policies and Procedures may be amended by a majority vote of the Commission at a regularly scheduled Commission meeting where the item appears on the published agenda for discussion and / or action. Modified language will be drafted and agendized for adoption vote at the next Regular Meeting. The Community, sworn police employees, and staff are urged to give their support, to the extent permitted by law, to ensure the effective implementation these Policies and Procedures. III. DEFINITIONS The following definitions shall apply to this policy: A. Commission: Community Police Review Commission (CPRC) B. Police Department / Department_ Riverside Police Department (RPD) C. Complaint: Allegation(s) of misconduct against a sworn employee of the Riverside Police Department. D. Complainant: The person filing the complaint. E. Di-scrimination. An act or omission made on the basis of race, religion, color, national origin, ancestry, age, disability, medical condition, marital status, sex or sexual Policy and Procedures Page 1 of 20 CITY OF RIVERSIDE COMMUNITY POLICE REVIEW COMMISSION orientation. F. Sexual Harassment: Engaging in any act of unwelcome sexual advances, requests for sexual favors, and other verbal or physical conduct of a sexual nature. G. Sworn Emolovee of the Riverside Police Department: Any employee of the Riverside Police Department who is a sworn police officer. H. CPRC Manager:. The person hired by the City Manager to direct the Commission's Staff and offer guidance and training to Commissioners. I. Excessive Force; Unreasonable force used by a sworn police officer of the Riverside Police Department against a person or persons. J. False Arrest: Arrest made without probable cause that a crime has been committed and that the person in question has committed that crime. K. Independent Investigator: The person(s) hired and retained by the Manager to receive, administer, and / or investigate, at the direction of the Commission, allegations of police misconduct. L. Misconduct: An allegation against a sworn police officer of the Riverside Police Department, which if true, may constitute a violation of a law, rule or regulation. M. Probable Cause: A condition where facts and circumstances known to the officer warrant a reasonable person to believe that the arrested person has committed a crime. N. Subiect Officer: A sworn police officer of the Riverside Police Department against whom a complaint is filed. O. Witness: Any person who has information relevant to the complaint. P. Policy Recommendation: Recommendations) made by the Commission to RPD regarding its Policies Policy and Procedures 5 -75 Page 2 of 20 CITY OF RIVERSIDE COMMUNITY POLICE REVIEW COMMISSION and Procedures. Q. eComments Public comments that are submitted via the online agenda until two (2) hours before a meeting's start time. R. Officer -Involved Death (01D) The death of any individual arising out of or in connection with actions of a sworn police officer. S. Outreach. The Commission's efforts to attend community meetings and events, as well as those of the Riverside Police Department, for the purpose of promoting public confidence in the professionalism and accountability of sworn members of the Riverside Police Department, and for educating the public about its duties and functions. IV. MEETINGS These procedures supplement Article VII of the Commission's Bylaws governing the conduct of Commission meetings. A. ReaularMeetinas 1. Regular Meetings shall be called in accordance with Article VII, Section 1, of the Commission's Bylaws. These meetings are held on the fourth Wednesday of the month, unless agreed upon in advance by the Commission. Regular Meetings are held to address all Commission business. 2. Commissioners' conduct should be professional with community members, Riverside Police Department representatives, and public officials during all Commission meetings. 3. Any item with a topic that is within the Commission's jurisdiction may be added to an agenda by any Commissioner or the Manager and does not require Commission approval. If, during a meeting, an item is requested for future Commission consideration, Commission discussion of that item must take place during the meeting for which it will be agendized, not during the meeting in which the request was made (Brown Act). 4. A draft agenda, with detailed descriptions of the agenda items, will be made available to Commissioners for review at least five (5) business days prior to the agenda's formal posting. Policy and Procedures rJ Page 3 of 20 CITY OF RIVERSIDE COMMUNITY POLICE REVIEW COMMISSION 5. Agendas will include a separate "Public Comment" item. 6. Community members can address questions to any Commissioner during public sessions. The Commissioner can choose to answer any question he or she feels comfortable answering. 7. Staff will give Commissioners a copy of any eComments received. The eComments will also be placed in the "Documents for CPRC Meeting" binder for public review. If an agenda item has an eComment submitted, the Commission Chair will mention that when opening for publiccomment on that item. The eComment itself will not be read, but will be attached to the minutes. 8. Anyone wishing to speak on an agenda item must complete and submit a "Request to Speak" form located at the rear of the Council Chambers. The form should be submitted prior to the beginning of the meeting or no later than the time that the item is called for discussion. 9. General public comment is limited to three (3) minutes per speaker per each agenda item. 10. When a complaint case is agendized for Commission review, the Complainant's public comment regarding that case is limited to five (5) minutes and occurs prior to the Closed Session portion of the Case Review Meeting. 11. Public comment from family members of a decedent, or their spokesperson, is limited to five (5) minutes per speaker during discussion of an officer -involved death. 12. Members of the public may ask to speak either before or after discussion of an agenda item, but may only speak one (1) time on any agenda item. Public comment will not be permitted after an agenda item has been closed or a vote has been taken (Brown Act). 13. After a presentation by an invited guest speaker, any questions posed by members of the public during public comment may be asked of the presenter by the Commission Chair only. 14. On occasion, representatives of the media may request a comment on a particular case Commissioners are reviewing. When possible, comments to the press should be directed to the Manager. This will mitigate any conflicts of interest between the Commission, members of the community Policy and Procedures Page 4 of 20 CITY OF RIVERSIDE COMMUNITY POLICE REVIEW COMMISSION and the Riverside Police Department. 15. Unapproved minutes will be made available to Commissioners for their review at least 10 business days prior to the next Regular Meeting. B. Special Meetings 1. Special Meetings may be called in accordance with Article VII, Section 2, of the Commission's Bylaws. These meetings are hell on the second Wednesday of the month and are usually called to provide additional training requested by Commissioners, conduct officer -involved death (OID) case evaluations, or address other time -sensitive Commission business. When held, Special Meetings will be conducted as prescribed under Section A above. V. COMPLAINT. PROCESS The Community Police Review Commission shall receive, review and investigate allegations of misconduct by sworn police officers of the Riverside Police Department regarding use of excessive force, discrimination or sexual harassment in respect to members of the public, the improper discharge of firearms, illegal search or seizure, false arrest, false reporting, criminal conduct or misconduct. When necessary, the Commission may conduct hearings and subpoena witnesses and records to facilitate the fact-finding process. The Commission shall make recommendations to the City Manager and Police Chief and develop appropriate procedures to implement this policy. A. Complaints 1. Where and How to File: Complaints of sworn police officer misconduct may be filed with the Community Police Review Commission or the Riverside Police Department, whether in -person, on-line or by telephone. Complaints of sworn officer misconduct will be reviewed by the Commission. (The CPRC only reviews cases filed within six -months of the incident). Policy and Procedures Page 5 of 20 CITY OF RIVERSIDE COMMUNITY POLICE REVIEW COMMISSION 2. Time Element: Only complaints filed within six months of the date of the alleged sworn police officer misconduct will be reviewed by the Commission. 3. Receivina and Forwardina: Complaints of misconduct, received by the CPRC, the RPD, or any other agency so designated by the CPRC, and which have been investigated, shall be forwarded by the Manager to the Commission for review and disposition as soon as practical. 4. Complaint File: The Commission shall maintain a confidential database of all complaints filed with the CPRC. B. Review. After the initial investigation and review by the Riverside Police Department, the Investigative File and its contents will be forwarded to the Manager for review. If the Manager determines that the investigation is incomplete, the case will be sent back to Internal Affairs with a written explanation. If the investigation is determined to be complete, the Manager will write a synopsis of the case and place the case on the next available agenda. C. Investioations: Investigation by the Commission may be conducted by the Manager or the Manager's designee. Assistance may be sought from Internal Affairs as appropriate in the judgment of the Manager or the Manager's designee. D. Commissioner Notification: Commissioners will be advised when the synopsis, prepared by the Manager, and the Investigative File are available electronically. The synopsis is Confidential and will be available to the Commissioners no later than five business days before the next scheduled Case Review Meeting. It is the Commissioner's responsibility to review the case file prior to the meeting when deliberations take place. E. Complainant Notification: When a complaint case is agendized for Commission review, Staff will advise the Complainant, in writing, of the date, time, and location of the Case Review Meeting. This gives the Complainant the opportunity to address the Commission regarding the case prior to the Closed Session portion of the Case Review Meeting. Policy and Procedures Page 6 of 20 CITY OF RIVERSIDE COMMUNITY POLICE REVIEW COMMISSION F. Deliberation: Each case ready for review will be placed on the agenda of the next scheduled meeting. The case deliberations will occur in Closed Session. Upon review, the Commission may decide to send the case back to the RPD for further investigation, have an Independent Investigator conduct a further investigation, delay a decision to a future meeting, or submit a recommended finding to the City Manager. G. CPRC Investigations:. 1. All investigations conducted by the CPRC will be done through the Manager. 2. The Manager, or the Manager's designee, may interview the Complainant, Subject Officer(s), and Witness(es), and should collect all relevant information, including all documentation available relative to the investigation. 3. The investigation shall be conducted in a fair, ethical and objective manner. The Manager is an agent of the Commission and personal opinions shall not be contained in the report. 4. The Manager, or the Manager's designee, may take a statement from the Complainant, the Subject Officer(s), Witness(es), or any other person. H. Preservation of Records / Evidence: All files, documents, and related materials relating to a citizen complaint shall be kept and preserved for a period of five years after the complaint was filed with the CPRC, the RPD, or any other agency so designated by the CPRC, after which the case file will be destroyed pursuant to PC 832.5. Investigation Timetable and Report: All effort will be made by RPD to complete the Investigative Report within 120 days, pursuant to RPD Policy 1009. The CPRC Manager will coordinate with RPD to apprise the Commission of any delay. The RPD Investigative Report should include the initial complaint and police report, if applicable, all evidence in the case including audio, video, photographs and statements provided by all parties involved in the incident. The CPRC Manager will provide a synopsis of the investigation and shall have available all materials relevant to the case for review by the Commission. J. Commission Review and Findinas: Policy and Procedures Page 7 of 20 CITY OF RIVERSIDE COMMUNITY POLICE REVIEW COMMISSION The complaint, with the stated allegations of police misconduct and the investigative data, shall be submitted to the Commission for its review. The Commission, in Closed Session, deliberates and determines an appropriate finding for each allegation. Its findings are forwarded to the City Manager for final disposition. The Commission may direct the Staff to reopen the investigation for additional information or evidence. The Manager, or the Manager's designee, shall be present to respond to questions from members of the Commission. K. Hearinas 1. Conductina the Hearina: With five affirmative votes, the Commission may elect to hold a hearing. The full Commission will conduct this hearing. The Commission may request or subpoena the Complainant(s), Witness(es), and Subject Officer(s) to appear before it to answer questions or provide information. The hearing shall be open to the extent permissible by law. The Commission shall follow an informal hearing procedure in conducting its investigation of individual complaints. Any witnesses shall be questioned by the Commission or Staff only. There shall be no cross-examination by sworn Police Department employees, citizen witnesses, the Complainant, or their respective counsel. The Commission findings shall be referred to the City Manager for final disposition. The Complainant and Subject Officer shall be notified of the final disposition by the City Manager. All records relating to the investigation pertinent to the complaint shall be made available to the Commission to the extent permissible byapplicable federal, state, and local law, and applicable contractual agreements. 2. Subpoenas: Subpoenas shall be issued by the Commission upon the affirmative vote of six Commissioners and shall be served by the Manager or Manager's designee. L. Findinas: The Commission shall make its findings, which may include, but not be limited to, the following: SUSTAINED — When the investigation discloses sufficient evidence to establish that the act occurred and that it constituted misconduct. Policy and Procedures Page 8 of 20 CITY OF RIVERSIDE COMMUNITY POLICE REVIEW COMMISSION NOT SUSTAINED — When the investigation discloses that there is insufficient evidence to sustain the complaint of fully exonerate the employee. UNFOUNDED — When the investigation discloses that the alleged act(s) either did occur or did not involve RPD personnel EXONERATED — When the investigation discloses that the alleged act occurred, but that the act was justified, lawful and proper. INCOMPLETE — A matter in which the complaining party wither refuses to cooperate or becomes unavailable after diligent follow-up investigation. Depending on the seriousness of the complaint and the availability of sufficient information, incomplete matters may be further investigated. PREVIOUS ADMINSTRATIVE REVIEW — A matter in which the actions of the employee(s) have been determined to be in policy in a previous administrative investigation and no further information, or other justification for renewed examination, is provided or discovered beyond what was already known at the time of the Previous Administrative Review. OTHER JUDICIAL REVIEW —The finding is intended to address complaints in which the matter has been handled or would most appropriately by handled, by a judicial authority having jurisdiction over the matter. Example 1: A member of the public complains that an officer failed to interpret a child custody order in the same manner as the community member interpreted it. Example 2: A motorist complains about a traffic citation and the only issue is the motorist's guilt or innocence for the violation. No other issue of employee behavior is raised. Example 3: A person complains that they were convicted of a crime that they did not commit. Assuming that no new evidence is provided beyond what the defendant raised or had the opportunity raised in court, the appropriate finding would be Other Judicial Review. FRIVOLOUS — Complaints that are totally and completely without merit, or which are made for the sole purpose of harassing a police employee may be classified with a finding of frivolous as defined in Section 128.5 of the California Code of Civil Procedure. NOTE: If, in the course of its deliberations, the Commission finds that consideration should be addressed to policy, training, supervision, or other issues, the Policy and Procedures Page 9 of 20 CITY OF RIVERSIDE COMMUNITY POLICE REVIEW COMMISSION Commission may refer such suggestions or recommendations to the Police Chief and City Manager. M. Distribution of Findinas The Commission shall send its findings to the City Manager and the Police Chief. N. Confidentiality 1. Commissioner Limitation: All matters shall be kept confidential as required by law. Commissioners shall refrain from issuing individual media statements and shall refer all statement requests to the Commission Manager. 2. Penalty for Violation: Failure to comply with the legal requirement shall be grounds for removing a Commissioner from the Commission. The Community Police Review Commission shall review and investigate the death of any individual arising out of or in connection with the actions of a sworn police officer regardless of whether a complaint regarding such death has been filed. Upon receipt of the Criminal Casebook, all stages of the Commission's public review should be completed within nine months, or sooner, if practical. Once an Officer -Involved Death (OID) incident occurs, RPD Command Staff notifies the CPRC Manager as soon as possible after the event. The Manager will then notify the Commissioners and the Commission's Independent Investigator, alerting them of the incident. The Manager, with the Commission's Independent Investigator, will attend the Chiefs Briefing of the incident once it is scheduled by RPD Command Staff. RPD Command Staff will then provide an oral briefing to the Commission at its next Regular Meeting after the incident, unless there is insufficient time to do so between the incident and the Regular Meeting. Pursuant to the City Charter, the Commission's Independent Investigator will begin the investigation of the incident once the incident scene is released by RPD. The Independent Investigator will visit the OID scene, contact witnesses or involved parties, and photograph or in some way document the scene. The investigator will complete an initial written report and provide those findings to theCommission. Policy and Procedures Page 10 of 20 CITY OF RIVERSIDE COMMUNITY POLICE REVIEW COMMISSION Upon completion of the Riverside District Attorney's review of RPD's investigation, RPO will notify the CPRC Manager when the redacted Criminal Casebook has been posted in Laserfiche. RPD will provide the CPRC Staff with a CD containing the redacted Criminal Casebook which will then be uploaded to the CPRC website. Once uploaded, the OID case will be placed on the agenda and the Commission will begin its public review of the case. The Independent Investigator's responsibility is to assess that RPD conducted a thorough investigation. Upon completion of the review, the Investigator will complete a final written report. The Investigator will also be available to the Commission for further questions once Commissioners begin their public review of the OID. The Commission's goal is to complete the public evaluation of the OID within nine months after receiving the Criminal Casebook from RPD and consists of the following seven stages. A. Staae I - Commissioner Review 1. Commissioners will review the OID investigation materials(s) after being notified by Staff that RPD has released the OID Criminal Casebook. Commissioners may review the casebook in Laserfiche or on the CPRC website. 2. The Manager will provide Commissioners with a Fact Sheet containing pertinent details. Staff will also inform the Independent Investigator of the Criminal Casebook's availability to allow the Investigator to complete the investigation of the case. The Investigator will prepare a written report containing the investigative review, case evaluation, and expert opinion on the investigation conducted by RPD Homicide Detectives. The Commission's Independent Investigator may offer recommendations on any additional investigative work deemed important to aid the Commission in their assessment of the case. The Investigator will also provide the Commission with an oral presentation at a Commission meeting. 3. Commissioners and Staff will review the Criminal Casebook within 30 - 60 days after it has been provided tothem. B. Stage II - Fact Findina. Reauest for Trainina & Investigation 1. Commissioners identify and discuss important facts of the case at the first Regular Meeting 30 - 60 days after the Stage I review period expires. They have the opportunity to clarify relevant policies, practices and procedures and may request further investigation or training by an RPD Investigator, Policy and Procedures Page 11 of 20 CITY OF RIVERSIDE COMMUNITY POLICE REVIEW COMMISSION the RPD Training Lieutenant, the Commission's Independent Investigator or a subject matterexpert. 2. The Manager will obtain requests for additional training and / or follow-up requests by Commissioners. The requested training and I or clarification of RPD Policies, Procedures, or Practice will be presented at the next Regular Meeting or, dependent on OID caseload, a Special Meeting. The Manager will provide a report to the Commission on the Investigator's work product, if this was requested. 3. Once the Commission has informed Staff that all factual questions have been answered and it is satisfied with supplied training or additional investigation, the Commission will close the fact finding, training, and additional investigation process by Commission consensus, or majority vote if necessary, and proceed to the next stage. The Commission should strive to complete this process within 60 days of receiving the Criminal Casebook from RPD. The various aspects of Stage II will continue to occur until all factual questions have been answered, all means to gather that information have been exhausted, and requested training has been completed. C. Stage III - Policies and Procedures Process 1. Commissioners and Staff identify and present all relevant RPD Policies and Procedures associated with the OID. Staff will also identify any other generally accepted law enforcement policies or procedures that may applicable. The purpose is to identify areas that may give rise to Policy Recommendations. 2. Immediately upon receiving any Commission -approved education and / or training on policy, procedure, technical, or tactical issues, Commissioners will review all provided materials and prepare for further discussion. Commissioners will identify any new factual questions or issues raised through the review of policy, procedure, technical or tactical functions and, if necessary, request a follow-up response by the Independent Investigator. 3. The Manager will provide a follow-up report to the Commission on the Investigator's response to new factual questions that needed to be clarified or investigated. 4. The Commission will close the Stage III, Policies and Procedures Process by consensus or majority vote, if necessary. The Commission should strive to complete the Stage III, Policies and Procedures Process within 60 days Policy and Procedures Page 12 of 20 CITY OF RIVERSIDE COMMUNITY POLICE REVIEW COMMISSION of completing Stage L D. Stage IV- Deliberation_and _Findina_Proces 1. Immediately upon completion of Stage III, Policies and Procedures Process, the Chair gives notice to the Commission that each Commissioner is responsible to develop a rationale for a finding on whether the Involved Officer's actions were consistent with RPD policy. Commissioners are encouraged to be specific in reference to facts and policy as a basis for a potential finding. Every rationale should rely solely on the facts of the case, investigation, and training, and Commissioners should be prepared to discuss their rationales for their findings. Commissioners will submit completed rationales to the Manager. 2. The Chair will call for all Commissioners to publicly offer their rationales and findings as a starting point for discussion. Commissioner rationales will be used to construct the Commission's summarized findings in the Commission's OID Public Report. 3. Commissioners will commence discussion of rationales and findings upon conclusion of all of the above steps. Commissioners discuss whether one unified rationale is sufficient to cover Commission positions, views, and concerns. Commissioners with dissenting points of view, if any, will articulate and discuss their specific areas of concern by identifying and applying facts from Stage 111 and IV using RPD policies in existence at the time of the OID. They then analyze, through Commission discussion, whether actions taken by any Involved Officer leading up to or causing the OID was within RPD policy. 4. Any Commissioner may decide to submit a dissenting opinion regarding an OID. The name(s) of the author(s) of the dissenting opinion(s) will be clearly identified and included following the principal text in the final approved OID Public Report. The dissenting opinion(s) shall be included in its / their entirety without edits, unless such edits are approved by the author(s). An italicized statement will be added following the dissenting opinion, indicating, "The dissenting opinion and analysis may not be cited as precedent related to the Commission. " 5. After all rationales have been discussed, a Commissioner makes a motion as to whether the actions taken by the Involved Officers leading up to or causing the OID, were within RPD policy. The Commission should strive to Policy and Procedures Page 13 of 20 CITY OF RIVERSIDE COMMUNITY POLICE REVIEW COMMISSION complete Stage IV, Deliberation and Finding Process, within 60 days of completing Stage III, Policies and Procedures Process. 6. The OID Public Report will be prepared based upon the input provided by Commissioners during discussions, deliberations, and the Commissioners' rationales and findings. E. Stagg V - Policv Recommendation Process 1. The Policy Recommendation Process commences immediately upon completion of Stage IV, Deliberation and Finding Process. The Chair gives notice to the Commission that any Commissioner who has identified possible recommendations to RPD policies, practices, tactics, training, or other areas is asked to provide such recommendations, or ideas for recommendations, to the Commission for consideration and discussion. The Staff prepares any recommendation documents based on the above guidelines and presents them to Commissioners for review and further discussion. 2. After presentation of any recommendations and subsequent discussion, if any, Commissioners will decide by general consensus or by majority vote, if necessary, whether to approve and submit the recommendations to RPD. The Commission should strive to complete the Stage V, Policy Recommendation Process within 30 days of completing the Stage IV, Deliberation and Finding Process. F. egg VI - Officer -Involved Death Case Public Rerorrt 1. Upon completion of the preceding stages, the Commission shall direct the Manager to write a draft of the OID Public Report containing information, rationales, and findings from all of the above stages. The Manager will draft the report and distribute the completed draft to the Commissioners prior to the next Regular Meeting. Once Commissioners have addressed any changes and potential inclusion of dissenting opinions, the Manager will modify the draft and distribute to Commissioners for their final review. 2. At the next Regular Meeting, the Chair calls for final discussion and a majority vote of approval of the Commission's OID Public Report. G. Stage VII - Administrative Review 1. Once the Public Review of an OID is complete, and the final OID Public Report is posted on the CPRC website, the Commission is ready to begin the Administrative Case Review conducted in Closed Session. Policy and Procedures Page 14 of 20 CITY OF RIVERSIDE COMMUNITY POLICE REVIEW COMMISSION 2. The Manager will inform RPD Internal Affairs that the Public Review of an OID is complete and will request that the Administrative Casebook and unredacted Criminal Casebook be placed on Laserfiche. Once there, Commissioners will have access to both casebooks and will begin the Administrative Review. When the Commission is prepared to conduct the Closed Session Administrative Review, the case will be placed on the Case Review agenda. 3. To begin the Administrative Review, the Chair will open discussions in Closed Session. Although a finding or findings "Within Policy' or "Not Within Policy' have been previously rendered in the Public Review, Commissioners will be tasked with rendering a separate Administrative Finding. This new finding is based upon a full review of previously unseen administrative and unredacted information. This new Administrative Finding need not match the Public Finding. Upon a majority vote, Commissioners may consider and recommend an addition or revision to the RPD Policy Manual. If a recommendation for a policy revision and / or training is made, Commissioners will draft the language and vote to finalize it. 4. The CPRC Manager will meet with the City Manager to review the case. Once the case has been reviewed, the findings of the Police Department and the Commission will be discussed. The final decision will be determined by the City Manager and provided to the Chief of Police and the Involved Officers. If a Policy Recommendation has been approved by the Commission, the Manager will prepare a memorandum to the Chief of Police. The Chief of Police will review the recommendation and decide to adopt, modify, or decline the Policy Recommendation. The CPRC Manager will ensure a written or oral response is obtained from the Chief of Police. 5. No portion of the Administrative Review may be discussed outside of Closed Session. Administrative Findings and Recommendations may not be discussed in later Public Sessions. MMF9674Ji ► I AINIZ�� A. In accordance with Section 810 of the Riverside City Charter, the Commission can make recommendations to the RPD regarding its Policies Policy and Procedures Page 15 of 20 CITY OF RIVERSIDE COMMUNITY POLICE REVIEW COMMISSION and Procedures. B. A Policy Recommendation can be proposed by any Commissioner and can result from complaint case review, officer -involved death case evaluations, or knowledge obtained inany other manner. C. A proposed Policy Recommendation will be agendized for Commission discussion and vote. D. Upon Commission approval of a proposed Policy Recommendation, it will be signed by the Commission Chair, after which the CPRC Manager will forward the document, with cover memo, to the Chief of Police. E. The CPRC Manager will ensure a written or oral response is obtained from the Chief of Police within 90days. A. City Charter and Brown Act Reauirements 1. In accordance with Section 804 of the Riverside City Charter, elections for the Commission's presiding officers shall take place during the first meeting after the last day of February eachyear. 2. The Brown Act prohibits members of a board or commission from using e- mail to discuss, deliberate or otherwise address any issue within the subject matter jurisdiction of the body. It is legally irrelevant whether or not a collective concurrence is reached outside of a properly noticed meeting. The mere act of e-mailing a quorum in an attempt to influence is a violation of the law. Consequently, all discussions relative to officer elections, including nominations and the vote for Chair and Vice -Chair, must occur as part of the formal meeting agenda. B. Elioibility to Serve 1. Commissioners wishing to serve as Chair or Vice -Chair may do so unless they have already served two consecutive terms in the office they currently hold. 2. In accordance with Article V, Section 5, of the Commission's Bylaws, Commissioners elected as Chair and Vice -Chair serve in these positions for Policy and Procedures Page 16 of 20 CITY OF RIVERSIDE COMMUNITY POLICE REVIEW COMMISSION a one-year term and may serve no more than two consecutive terms in the same office. C. Nomination Proc= 1. Commissioners interested in serving as Chair or Vice -Chair can inform the Commission of their interest or can nominate a fellow Commissioner during either of the meetings noted below. Those who are nominated by a fellow Commissioner must accept or decline the nomination. 2. Nominations for Chair and Vice -Chair may be made during the February Regular Meeting. 3. Nominations for Chair and Vice -Chair may also be made during the first meeting in March when the elections take place. D. Notification and Election Process 1. Each year, in preparation for the annual elections, the January Regular Meeting agenda will contain an item to notify Commissioners of the elections that will take place during the first meeting in March. There will be no nominations during the January meeting. 2. Each year, the February Regular Meeting agenda will contain an item regarding nominations for Chair andVice-Chair. 3. Each year, Item 2 on the agenda for the first meeting in March will be for the elections of the Chair and Vice -Chair. During this meeting, the candidates may speak about their qualifications for the office they are seeking. 4. When all discussion has been completed, the Commission's Administrative Assistant will call for the vote for the offices of Chair and Vice -Chair. 5. The nominees receiving a majority affirmative vote of those Commissioners present will be elected. A. Riverside Municipal CodeReauirements 1. In accordance with Ordinance 6516, Chapter 2.76 of the Riverside Municipal Code, the Commission is tasked with ensuring good relations Policy and Procedures Page 17 of 20 CITY OF RIVERSIDE COMMUNITY POLICE REVIEW COMMISSION between those who enforce the laws and the Riverside populace they serve so that the public will take pride in local law enforcement and those that enforce the laws will take pride intheir service to the public. B. Community Police Review Commission Efforts 1. In an effort to enhance community cohesiveness and communication between Riverside citizens and sworn members of the Riverside Police Department, it is strongly encouraged that all Commissioners participate in Outreach events throughout their years of service. 2. Outreach efforts can be originated by a Commissioner or the entire Commission or may be conducted in response to a request by citizens, community leaders, and members of City government or Riverside Police Department. At Outreach events, Commissioners should accept comments regarding the quality of RPD and CPRC. 3. Examples of Outreach events can include Mayor's Night Out, National Night Out, cultural events, neighborhood meetings and events, youth and senior events, veterans' events, police department ride-alongs and roll call presentations and citizen one-on-one conversations. 4. Each Commissioner shall as part of his or her duty as a CPRC Commissioner participate in at least two CPRC presentations each year, and return any completed self -assessment project surveys to the CPRC Admin within one month of the presentation. C. Media Reauests 1. All media inquiries shall be directed to the Commission Manager, who will notify the Commission Chair. Requests for a Commission statement shall be answered only by the Commission Chair or the Commission Manager upon agreement between these two individuals. 2. Prior to issuing a statement to the media, the Commission Manager shall seek input from the individual Commissioners and, when necessary, the RPD. Commissioners should refrain from issuing individual media statements on items related to Commission business, and, instead, should route comments to the Commission Chair or the Commission Manager to be considered as part of the official Commission statement. 3. Commissioners and the Manager are prohibited from making any comments to the media in regard to closed session confidential cases or personnel matters. Policy and Procedures Page 18 of 20 CITY OF RIVERSIDE COMMUNITY POLICE REVIEW COMMISSION 4. Inquiries seeking only publicly available or procedural information may be answered by CPRC staff directly. Policy and Procedures Page 19 of 20 CITY OF RIVERSIDE COMMUNITY POLICE REVIEW COMMISSION Original Adoption: July 30, 2001 Amended: April 22, 2009 Amended: November 18, 2009 Amended: October 24, 2012 Amended: August 26, 2015 Amended: February 22, 2017 Amended: August 23, 2017 Amended: December 13, 2017 Amended: October 1, 2018 Respectfully Submitted, October 24, 2018 Robin Jacks/on, Date Community Police Review Commission Policy and Procedures .5 _ Page 20 of 20 E X H I B I T 6 CITY OF RIVERSIDE COMMUNITY POLICE REVIEW COMMISSION - 2019 ANNUAL REPORT - C O M M N N I T V POLICE REVIEW L O M. I 5 S I O N 3900 Main Street, 7th Floor, Riverside, CA (951) 826-5509 1 Fax: (951) 826-2568 1 RiversideCA.gov/CPRC TABLE OF CONTENTS MISSION........................................................................................................... 1 PURPOSE.......................................................................................................... 1 MESSAGE FROM THE CHAIR, JOSEPH ORTIZ................................................. 2 COMPLAINT CASE REVIEW............................................................................ 3 2019 COMPLAINT CASE COMPARISON FINDINGS, RPD VS. CPRC VS. CMO................................................................................ 4 OFFICER -INVOLVED DEATH(S)(OID)............................................................. 6 COMMISSION OUTREACH.............................................................................. 7 TRAINING, SEMINARS & CONFERENCES....................................................... 7 CPRC 2019 OUTREACH AD HOC COMMITTEE ............................................. 8 COMMISSION MEMBERS................................................................................ 9 COMMISSION MEMBERS AS PICTURED ON COVER: Front Row (Left to Right) Norma Berrellez, Artemese Evans, David "Abel" Huerta, Gregory Smith Back Row (Left to Right) Isaac Hirales, Phil DeBrier, Joseph Ortiz, Michael Levine Not Pictured Eileen Teichert 65D-95 MISSION The mission of the Community Police Review Commission is to promote public confidence in the professionalism and accountability of the sworn staff of the Riverside Police Department (RPD). The CPRC accomplishes this mission by conducting an independent review of officer -involved death (OID) cases and citizen complaints. The CPRC or the CPRC Manager may request independent investigation services to obtain further information about OIDs or complaints. The CPRC may recommend changes in RPD policy and maintains community relationships through continuous public outreach efforts. PURPOSE The Mayor and City Council nominate and appoint all nine Commissioners of the CPRC. In order to fairly represent the City, that membership is distributed among all wards of the City. Commissioners serve four-year terms and may only serve two terms for a total of eight years. By ensuring an independent and thorough review of all OID and complaint cases brought before the Commission, the CPRC is able to advise the Mayor and City Council on all police and community relations issues. Case review findings and suggestions are also shared with the City Manager and Police Chief. Although ensuring the Mayor and those mentioned above stay informed, the CPRC strives to make the greatest impact while serving the citizens of Riverside. The CPRC is tasked with ensuring good relations between the Riverside Police Officers and the community they serve. The Commission's efforts serve to increase public trust in the Riverside Police Department. It seeks to provide the public with the assurance that any allegations of misconduct lodged against a sworn officer will be fairly and thoroughly reviewed. Through public outreach efforts, the CPRC provides a forum whereby community members can express their opinions and seek answers about the Police Department. Complaints, concerns or suggestions can immediately be shared with the Police Chief and appropriate staff thereby improving the quality of service provided by the Police Department. In addition, the CPRC educates the public on the purpose of the Commission. 65D-96 MESSAGE FROM THE CHAIR, JOSEPH ORTIZ "EVERYBODY CAN BE GREAT, BECAUSE EVERYBODY CAN SERVE." REV. MARTIN LUTHER KING, JR I have been privileged to serve on the City of Riverside's Community Police Review Commission (CPRC) for the last eight years. This year will be my last year, and I am especially proud to have had the privilege to serve as Chair. This year we had a significant changing of the guard, and the CPRC is excited to see such qualified new Commissioners fill our ranks: At the beginning of the year, the CPRC swore in Norma Berrellez (Ward 6), Phil DeBrier (Ward 4), Michael Levine (Citywide), and Eileen Teichert (Citywide). Just before the end of the year, Isaac Hirales joined us representing Ward 1. Each brings a fresh perspective and a passion for public service. I would like to thank the City Council for their thoughtful selection of truly well -qualified individuals. These new Commissioner benefited from the Commissioner Handbook and the training that was developed by the CPRC the preceding year, and they are already providing valuable insight and analysis. I have often told friends and community members that the City of Riverside is blessed to have civilian oversight, and we are double blessed to have such dedicated Commissioners serving our great City. The CPRC continues to excel in outreach under the leadership of Outreach Committee Chair Greg Smith. Kudos to Commissioner Smith and Commissioner Artemese Evans for their tireless work. The CPRC continues to reach our most at -risk communities to inform and educate. Brochures, in both English and Spanish, are regularly available at community centers and libraries throughout the City. Each Commissioner has committed to provide presentations and direct outreach at neighborhood and community meetings, and our social media presence continues to grow. Information on the CPRC is also regularly provided by infographic distributed by council newsletter, as well as on electric signs within the City. Of course, the CPRC has also been hard at work providing civilian oversight. As the Council is aware, the CPRC reviews all matters that relate to an officer -involved death. We recently completed our review of the actions of the officers who handled the tragedy at Castleview Elementary School in October of 2017, and we were pleased to report that our review concluded that the officers' actions were within policy. This year we also reviewed 49 allegations of performance deficiencies; 18 allegations of discourtesy; 14 allegations of exceeding lawful peace powers; 12 allegations of general misconduct; 8 allegations of failure to take reasonable action; and 6 allegations of discrimination. As you can see, the CPRC puts in work. I am a proud member of the CPRC, and I am very thankful to my dedicated and thoughtful colleagues and support staff. The CPRC may have been born out of controversy, but I truly believe we continue to meet our mission: "To promote public confidence in the professionalism and accountability of the sworn staff of the Riverside Police Department." 65D-97 COMPLAINT CASE REVIEW In 2019, the Commission reviewed and closed a total of 29 complaint cases containing 107 allegations. At years end, there were a total of 8 cases remaining for the Commission's review. "Reviewed" refers to the cases for which the Commission received the investigation case files and made findings in Closed Session review. Below, Figure 1 identifies the cases reviewed in 2019 vs. the cases remaining for the Commission's review by the end of 2019. Figure 2 illustrates the 107 allegations logged from the 29 cases reviewed by the Commission. 60 50 E 111 girl 20 10 Conduct Discourtesy Discrimination Exceeding Failure to Take Performance Lawful Reasonable Peace Powers Action 65D-98 3 2019 COMPLAINT COMPARISON FINDINGS RPD VS. CPRC VS. CMO 70I ■ RPD 60 50 40 30 20 Imn ll ■ ■ N CPRC ■ CMO M , N Exonerated Frivolous Incomplete Inquiry Figure 3 provides data comparing the complaint case findings of the 107 allegations reviewed by the Riverside Police Department (RPD), Community Police Review Commission (CPRC) and the City Manager's Office (CMO). Each of the three entities independently reach findings on allegations. FINDINGS AND DISPOSITIONS OF PERSONNEL COMPLAINTS: Sustained: When the investigation discloses sufficient evidence to establish that the act occurred and that it constituted misconduct. Not Sustained: When the investigation discloses that there is insufficient evidence to sustain the complaint or fully exonerate the employee. Unfounded: When the investigation discloses that the alleged act(s) did not occur or did not involve department personnel. Exonerated: When the investigation discloses that the alleged act occurred, but that the act was justified, lawful and/or proper. Incomplete: A matter in which the complaining party either refuses to cooperate or becomes unavailable after diligent follow-up investigation. At the discretion of the assigned supervisor and the Internal Affairs Bureau, such matters need not be documented as personnel complaints, but may be further investigated, depending on the seriousness of the complaint and the availability of sufficient information. 65D-99 4 FINDINGS COMPARISON FIGURE 3 ONE ■ ■ Not Sustained Other Judicial Prev. Admin Sustained Unfounded Review Review Previous Administrative Review: A matter in which the actions of the employee(s) have been determined to be within policy in a previous Supervisor Administrative Review or other administrative investigation. If no further information is provided or discovered, beyond the facts already known at the time of the Previous Administrative Review, the Department supervisor, with approval of his or her commanding officer and the Internal Affairs Lieutenant, may classify the allegation with a finding of Previous Administrative Review. Inquiry: If an uninvolved supervisor determines that a citizen is merely requesting clarification of a policy or procedure, or the alleged misconduct or improper job performance, even if true, would not constitute a violation of law or Department policy or procedure, the supervisor, with approval of his or her commanding officer and the Internal Affairs Lieutenant, may classify the matter as an inquiry and need not take a complaint. Other Judicial Review: This classification is intended to address two types of complaints: • Civil Matters • Court Proceedings Frivolous: Complaints that are totally and completely without merit, or which are made for the sole purpose of harassing a police employee may be classified with a finding of Frivolous as approved by the Internal Affairs Lieutenant or a chief officer. 65D-5100 OFFICER -INVOLVED DEATH(S) (OID) The Riverside City Charter defines the ability of the Community Police Review Commission to review and investigate officer -involved deaths. Charter Section 810, empowers the Commission "to review and investigate the death of any individual arising out of or in connection with actions of a sworn police officer, regardless of whether a complaint regarding such death has been fled." Immediately upon the death of a person arising out of or in connection with the actions of a sworn police officer, a criminal investigation commences. The Riverside Police Department (RPD) conducts the criminal investigation, which includes gathering physical evidence, obtaining statements from involved parties and witnesses, and gathering reports from all involved officers. Information regarding OID cases can be found on the Commission's website below: RiversideCA.gov/CPRC In 2019, the Commission evaluated three (3) officer -involved death cases. At year's end, there were three (3) cases pending review. 65D-6101 COMMISSION OUTREACH The Commission continues to maintain its Mission and Purpose and strives of ongoing outreach with the Community. The Commission's objective is to promote harmony, trust, and confidence between the residents of Riverside and the Riverside Police Department. Commissioners and Staff continue to attend a wide range of meetings and events in efforts to enhance community cohesiveness and communication between the citizens of Riverside and the sworn police personnel serving the public. The Commission's 2019 outreach activities included, but not limited to: Annual Events • State of the City • Eastside Reconciliation Coalition • RPC Annual Awards Dinner • The Group Meetings • Latino Network Meeting • Dollars for Scholars • Riverside Sunrise Rotary • Riverside Police Departments Promotion & Awards Ceremony • RPD Ride -Along • City of Riverside Parks Recreation White Park, La Sierra, and Janet Goeske Senior Centers Outreach • RRR Riverside Recovery Resources • Dollar for Scholars Awards Event • RCC Class presentations • National Night Out - RPD • Chiefs Breakfast • Riverside Police Department New Hire Orientations • Path of Life • Saint Thomas Church • Blue Light Ceremony • Los Padres Enidos at Norte Vista High School (Need confirm spelling with Commissioner Birrellas) • Riverside Neighborhood Partnership • Riverside Chambers of Commerce • True Evolution LGBTQ • Grove Community Church Outreach • Hero's Beer Release Benefit TRAINING, SEMINARS & CONFERENCES Training presentations are generally conducted during the open session of the Commission's Regular Meetings and the public is encouraged to attend. Commissioners also attend training classes and seminars outside Regular Meeting training presentations. The following list includes, but is not limited to, training presentations, seminars and/or conferences that the Commission and/or Commissioner(s) took part during 2019: • Terrorism Liaison Officer Information Network • FBI Citizens Academy • San Diego Police Department Subpoena Symposium 65D-102 CITY OF RIVERSIDE C O M M U N I T Y POLICE- REVIEW C O M M I S S 1 O N CPRC 2019 OUTREACH AD HOC COMMITTEE Artemese Evans - Vice -Chair Gregory Smith - Chair Norma Berrellez 65D-8103 COMMISSION MEMBERS Joseph "Joe" Ortiz, CPRC Chair, Ward 3 Joseph Ortiz is a Ward 3 resident, a local employment attorney, and a community activist. Mr. Ortiz received his undergraduate degree at University of California, Los Angeles, and his legal education at University of Minnesota School of Law. Professionally, he is a partner with the law firm of Best Best & Krieger LLP. He is a councilmember for California's Fair Employment and Housing Council. He served as Chair of the Greater Riverside Chambers of Commerce for the 2018-2019 year and is active with that organization. Mr. Ortiz is committed to local community causes, including Riverside Legal Aid, Greater Riverside Dollars for Scholars, and Riverside Sunrise Rotary, to name a few. He is married to Julia and has three young children. Term Expires in March 2020. Artemese Evans, CPRC Vice Chair, Ward 5 Artemese Evans is a native to Riverside who pursued both her undergraduate and MBA at the University of Redlands. Artemese is currently a Labor Representative in her 1 1-year career with the Riverside Sheriffs' Association. In 2020, Artemese received her Senior Professional in Human Resources (SPHR) certification to enhance her knowledge in employee leaves, grievances, and other employment issues. Her other contributions to organizations in Riverside include her position as Board Apprentice for the Mission Inn Foundation (2014-2015), Co -Chair for the 38th Annual Mission Inn Run in 2015 and membership with Riverside's Pick Group for Young Professionals since 2008. As part of the Pick Group, she has served on Professional Development Committee, the Membership Committee and as Secretary of the Board from November 2013 to March 2016. In 2014, she completed the Pick Group's Board Development Training Program. Term Expires in March 2020. Isaac Hirales, Ward 1 Isaac Hirales is a newly appointed Commissioner to represent Ward 1 and has resided in Riverside for the last 25 years. Mr. Hirales has many years of experience working in education in both correctional facilities and local school districts and is currently a Principal for Bassett Unified School District. He received his undergraduate degree in Liberal Studies from California Baptist University and holds a master's degree in Education Administration from California State University, San Bernardino. He has a vested interest in civic involvement and has worked with community stakeholders in a professional setting for many years. His current term expires March 2023. 65D-9104 Gregory "Greg" Smith, Ward 2 Gregory Smith is a near life-long Riverside resident, with a bachelor's degree from UC Riverside in 1987, double major in Computer Science and Business Economics. He is also a 2014 graduate of the Regional Leadership Academy of the Inland Empire Economic Partnership. Greg works in the technology industry as the U.S. Southwest Region Manager for Rohde & Schwarz, one of the world's leading manufacturers of radio frequency test & measurement equipment. Previously, Greg held roles which include Vice President of Sales for RADX Technologies, and Southern California Sales Manager for National Instruments. Greg prides himself on being approachable, on keeping an open mind, and being proactive with respect to all issues. He is fully committed to the success, the evolution, and the growth of Riverside and the Inland Empire as a whole. 2nd Term Expires in March 2021. Phil DeBrier, Ward 4 Phil has been a resident of Riverside for 40 years and is currently residing in Ward 4. A graduate of Norte Vista High School, he and his wife of 34 years Lisa, raised their family here and are active members in the community. Phil currently works as an independent insurance agent and financial advisor, in addition to remaining involved in his community by volunteering at his church and for the Bob Hope USO. Phil was appointed in early 2019 to complete the current Ward 4 term, which expires in March 2021. His goal is to continue to support the mission of the Commission, representing the citizens of the community, and to continue to be an impartial, objective voice in the review of issues that are brought before the panel. Norma Berrellez, Ward 6 Norma Berrellez is a Ward 6 Riverside resident for 36 years. Born and raised in Tucson, Arizona where she began her law enforcement career with the Tucson Police Department and U.S. Marshals Service. Ms. Berrellez then relocated to California where she worked as a Personnel Manager for Disneyland and decided to pursue her teaching career. During this tenure she was employed by the Corona - Norco Unified School District as a secondary teacher, coordinator, and Site Administrator, retired in July 2016. She holds a Bachelor of Science in Business Administration from the University of Arizona, a Masters of Arts in Education from the University of Phoenix, Teaching and Administrative Credentials from Chapman University. On her leisure time Norma serves as a Eucharistic Minister at her church and spends quality time with her one daughter who is a School Administrator. 65D- ,o105 David "Abel" Huerta, Ward 7 David "Abel" Huerta, a Ward 7 resident, is a lifelong resident of Riverside. He has over 13 years' experience in law enforcement serving as a Reserve Police Officer then transitioning to a full time Police Officer within Riverside County. Utilizing his Paramedic Certification, Teaching Credential and his Law Enforcement experience, he continued as an adjunct instructor at the Ben Clark Public Safety Training Center. He became the first instructor in the Inland Empire to provide training on terrorism courses involving nuclear, biological and chemical weapons of mass destruction. Sponsored by the Department of Justice, the program was the foundation for the National Homeland Security organization. He later became the Corporate Safety Director for Dynamic Plumbing where he authored Health and Safety Training Programs in Construction and General Industry Safety under Federal and State OSHA Standards. Term expires in March 2020. Michael Levine, Citywide Mike Levine is a Ward 4 residence. He has over 20 years Law Enforcement experience and served the last 13 years as a Law Enforcement Chief. In 2014, he was awarded the Tribal Police Chief of the year award for the nation. He retired from full time Law Enforcement January 2018. He served as a Police Commissioner for the City of Desert Hot Springs for approximately 5 years. He provided training for schools from K-12 for active shooter awareness. He is currently and has been working with the Riverside and San Bernardino County's Domestic Violence Sub -Committee. Eileen Teichert, Citywide Eileen Teichert has resided in Ward 4 for over 13 years. For more than eight years, she worked in the City of Riverside's City Attorney's office as legal advisor to the Riverside Public Utilities Department and Board of Public Utilities. She then relocated to the Sacramento area to serve as the Sacramento City Attorney, before returning to Riverside in 2012 and beginning her employment as General Counsel at San Bernardino County Transportation Authority (SBCTA). Eileen received her Juris Doctor from University of Laverne College of Law and her Bachelor of Science in Journalism from the University of Oregon. She is also a current member of both the American Bar Association and the California State Bar Association. Her term will expire March 2023. 65D-106 7l �, . ,air. 'i �� (►"*. . C I T � M.- 9LL�. w O F V M. R I V E R S I CITY OF RIVERSIDE C O M M U N I T Y C O M M I S S 1 O N 3900 Main Street, 7th Floor, Riverside, CA (951) 826-5509 1 Fax: (951) 826-2568 1 RiversideCA.gov/CPRC 1211012020 Police Oversight Community Feedback Survey EXHIBIT 7 Email Address 577responses I am... 577responses a Santa Ana resident. A Santa Ana business owner. a contractor/vendor (I do business in S... an employee (my job is located in Santa... None of these, but I care about police ... 7 200 400 515 (89.3%) EM 65D-110 https://docs.google.com/forms/d/loHC bBnLFKAMina7l40tl YUZ8AMBvM-FiUCjwTSYX7M/viewanalybcs 3/8 12/10/2020 Police Oversight Community Feedback Survey Do you know how to file a citizen complaint with the Santa Ana Police Department alleging police misconduct? 577responses Police oversight is needed in Santa Ana. 577responses 41 Yes No ® Strongly disagree Disagree Neutral Agree Strongly agree 0 65D-111 https /ldocs.google.com/forms/d/loHC bBnLFKAMina7l40tl YUZ8AMBvM-FiUCjwTSYX7M/viewanalybcs 4/8 12/10/2020 Police Oversight Community Feedback Survey Police oversight will positively affect public safety in Santa Ana. 577 responses Strongly disagree Disagree Neutral Agree Strongly agree CJ 65D-112 https://docs.google.com/forms/d/loHC bOnLFKAMina714Ot1Y0ZBAM0vM-FiUgwTSYX7M/viewanalybcs 5/8 12/10/2020 Police Oversight Community Feedback Survey If police oversight were to be implemented in Santa Ana, what priorities should the poli ce oversight model prioritize? Choose up to three (3). 577responses between members of a --- M�-101 (17-5%) Increased protection _83 (14.4%) of peace officer r--- 20. Transparency 37 (6-4%) tM (prepares and provides rep--- 108 (18-7°k) Gary Serrano has to 1 (0.2%) much power over 1 (0.2%) our... 1 (0-2%) 1 (0-2%) Subpoena power 1 (0-2%) 1 (0.2%) Oversight should be 1 (0-2%) 1 (0-2 /o)1 done by people not ... (0.2%) Disband 1 (0-2%) WITH TEETH 1 (0-2%) Abolish the police- Or -1 (0.2%) 1 (0.2%) make a task fort--- (0-2%) Reduce pay and 1 (0.2%) benefits to them and 1 (0-2%) fam... 1 (0-2%) Holding violent and 1 (0.2%) 1 (0.2%) oppressive officers--- (0-2%) 1 (0.2%) Don't need it. 1 (0-2%) Community Outreach 1 (0-2%) Better response time 1 (0.2%) and training on de--- 1 (0.2%) (0 2%) Accountability of 1 (0.2%) 1 (0-2%) budget 1 (0-2%) Independence and 1 (0.2%) 1 (0-2 /o)1 subpoena powers (0 2%) Training on how to 1 (0.2%) communicate with -1 (0-2%) the... 1 (0-2%) Police / fire substation 1 (0.2%) in Santiago pa--- 1 (0.2%) 1 (0-2%) Should prioritize the 1 (0.2%) 1 (0-2 /o)1 concept that a pu... (0 2%) 29 (39-7%) 340 (58-9%) (34.8%) --402 (69-7%) M-300 (52%) 0 650-113 -- https://docs.google.com/forms/d/1oHC b5nLFKAMinaZ140tl YUZBAMBVM-FiUgwTSYX7M/viewanalybcs 618 12110/2020 Police Oversight Community Feedback Survey U LUU 4UU Wu What is a police oversight commission? Which of the above three models of police oversight do you think would be most effective in Santa Ana? 577 responses The investigation -focused model The review -focused model The auditor/monitor model 4 65D-114 https://docs.google.com/formstd/loHC bOnLFKAMina714Ot1YUZBAMOVM-FiUCjwTSYX7M/viewanalybcs 1/8 12/10/2020 Police Oversight Community Feedback Survey Please add any comments below regarding your thought on police oversight. 231 responses This is a good start. While I think implementing these models may help our community I thinkwhat would help the community even more helpful is DEFUNDING the police & using that money to fund community programsthat would actually benefit OUR community. Our city council somehow thinks that the Public Library and Community & Development should only receive 3% of our budget, and the SAPD seem worthy of 41 V None Police oversight would be totally unnecessary if only police officers would perform their duties professionally and supervision would actually supervise and hold the officer accountable for their actions. no comment Transparency makes us all better. This content is neither created nor endorsed by Google. Report Abuse -Terms of Service -Privacy Policy Google Forms n 65D-115 https /ldocs.google.com/forms/d/loHC bBnLFKAMina7l40tl YUZ8AMBvM-FiUCjwTSYX/M/viewanalybcs 818 12/10/2020 Encuesta de Comentarios de la Comunidad sobre Supervision Policial Direccion de Correo Nctronico 20responses Yo soy... 20responses un residente de Santa Ana. un empresario de Santa Ana. un contratista/vendedor (hago negocios... un empleado (mi trabajo esta situado an... Ningunode estos, pero me importa la su... 0 5 10 15 8 (90%) 20 65D-116 https:lldocs.google.comlromisldll EUIhXjBX4wj3xgAXm8a4iltpal uPKAI RLgwil5nRTPUlviewanalytics 216 12/10/2020 Encuesta de Comentarios de la Comunidad sobre Supervision Policial ZSabe Ud. como presentar una queja ciudadana ante el Departamento de Policia de Santa Ana alegando mala conducta policial? 20responses Se necesita supervision policial en Santa Ana. 20responses 40 Si 0 No Fuertemente en desacuerdo En desacuerdo Neutral de acuerdo Firmemente de acuerdo 4 65D-117 https./ldocs.gmgle.comlrorms/d/l EUIhXjBX4*3xgAXrn8a4iltpal uPKAIRLgw175nRTPU/viewanalytics 316 12/10/2020 Encuesta de Comentarios de la Comunidad sobre Supervision Policial La supervision policial afectara positivamente la seguridad publica en Santa Ana. 20 responses IS Fuertemente en desacuerdo IS En desacuerdo Neutral IS De acuerdo 10 Firmemente de acuerdo Si la supervision policial se implementara en Santa Ana, �cuales prioridades debe priorizar el modelo de supervision policial? Elija hasta tres (3). 20 responses Comunlcaclon ablerta entre miembros de ... Alcance comunitario (obtener informacio... 1 (5%) Independencia _2 (10%) (independiente de la poli... a0 (0%) Transparencia (prepara y proporciona in... Acceso sin rest renes a gi los registro... 0 5 6 (30%) �Que es una comision de supervision policial? 7 (35%) (30%) 10 15 (75%) 17 (85%) 15 20 0 65D-118 httpslldocs_google.com/rormsldll EUIhXjBX4wj3xgAXm8a4iltpaluPKAIRLgw175nRTPUlviewanalytics 416 12/10/2020 Encuesta de Comentarios de la Comunidad sobre Supervision Policial ZCual de los tres modelos anteriores de supervision policial cree que seria mas eficaz en Santa Ana? 20 responses El Modelo Centrado en la Investigacion El Modelo Centrado en la Revision El Modelo de Auditor/Monitor Por favor, anade cualquier comentario con respecto a su pensamiento sobre la supervision de la policia. 11responses Adriana Perez Seria fabuloso que cada oficial de policia cumpliera con honestidad y sin racismo su trabajo. Agradezco infinitamente a la policia de la Ciudad de Santa Ana por todo su esfuerzo en manteneresta ciudad Segura. Integral a intercomunicativo y muy entrenados en derechos y programas en salud mental Va es hora de que la comunidad participe en el modelo de seguridad ciudadana que desea y se necesita--- y mejorar la comunicacion ciudadano/policia y capacitar y ensenar a la comunidad sobre los procedimientos policiales, derechos y obligaciones del ciudadano.. Que limpien la cuidad de tanto gente que quiere hacer el mal This content is neither created nor endorsed by Google. Report Abuse- Terms of Service- Privacy Policy 4 t i-rnS 65D-119 https./ldocs.gmgle.com/forms/d/1 EUIhXjBX4wi3xgAXm8a4iltpal uPKA 7RLgwI 15nRTPU/viewana1ytcs 5/6 Please add any comments below regarding your thought on police oversight. no comment None Transparency makes us all better. t em at any cause. These oversight committees tends to want to toe away police power. Places our officers in danger. I strongly disagree. Santa Ana do not need an oversight committee. We need more officers and our officers need to be protected. think we need a combination or Inves ga Ive- ocuse model and au or mom or. We need police policies, practices, training and transparency reviewed that lead to true changes and improvements. Much needed asap Subpoena powers is a must! An oversight committee is needed more so to build the trust between SAPID and the residents. Not because I feel officers are doing a horrible job, I feel they are outstanding and will always support them. raises and raises to our police department „ when I was growing up we had many youth programs also programs to help teen age kids to get summer jobs Police need to held accountable as any regular civilian. tgos, attitudes and pride need to be put to side and respect of people. Community policing, walking the beat, getting to know the community through interaction. The committee should keep look into improving response times want to serve on the committee but have a past criminal record. However, the past criminal record should not have been a sexual crime, or crimes against children. A Police Oversight Commission is very necessary in Santa Ana. helps me understand the possibilities. Our Police Officers are an integral part of our community and providing for the safety of all stakeholders while also keeping them safe also. Thanks! The police oversight will protect our officers. Council members shall O serve as members of this committee. Officers need to be held accountable and be investigated by this committee. It should be something officer don't have much say and unions cannot interfere police officers. Without these the committee will a powerless and failto adequately promote the change that our community and our nation has called for ABOLISH THE POLICE YA TWATS Stop racial profiling when making traffic stops any of the models but it made me choose an answer. affective. A police oversight will ensure a fair investigation when police conduct is questioned. Needs to be completely independent of the POA and Gerry Serrano the city budget. We need less tunding tor the police and more funding for programs that will e p the people o Santa Ana. They must answer to their actions Richard A Dixon We the people want change.Santa Ana residents first enough is enough think all cops should e held responsible for their actions. It is not air that they can get away with crime just because they are an officer. They should fear getting convicted of a crime just as much as a civilian is. fire and discipline police officers for misconduct has been overdue. way possible. Also police presence In schools should be limited, it makes students feel more uncomfortable than safe (as a former Santa Ana alumni). Less money should go to the police. Reallocate funds to schools and arts. Strongly necessary I've heard a lot of SAPID hiring officers who made poor choices in other agencies Police oversight Is a very serious Issue that the city of Santa Ana has been ignoring for a longtime. members of the community have been stopped, frisked, and searched due to race, color , and heritage. 65D-120 good. The Santa Ana police department are bullies and create problems. We only need police for emergencies and the calls they receive. In , a few months bacT -the-re was a funeral procession of about 100 cars and helicopters flying overhead thought It as a national emergency. Turns out it was a funeral procession. That looks so bad that we are in a middle of a financial crisis and were spending so much money for a funeral procession. Very ridiculous. I understand it's very sad, however the city can't continue with expenses like the one I saw! It's better to invest that money in youth. I would think the best way to honor a police officers to invest in our youth so that in the future we don't have any most police brutality claims. We want everyone to be safe - civilians and Police Officers. wornes me. we can Implement and follow simple guidelines then where Is the order and safety of our community? Cut some of the police funding to fund police oversight. connection such as the District Attorney, the city council or mayor, the Internal Affairs branch, Sherrifs Department etc. The subpoena power is vital to ensure transparency. High quality investigators who have never been a police officer or sherrif, any family members or ties. Someone connected to the ACLU would make sense. The money should come from the enormous police fund as it is part of their burden and we as tax payers fund it. Quality control is always part of any business or entity so this should not sound outrageous. If a pattern is seen, then there should be changes. If they find patterns of abuse whether monetarily or abuses of power, there must be reconciliation if The police in Santa Ana need to be watched at all times. The worst of the worst giant dick, I've never seen a police do there job they do the bare minimum and that's it you all are a bunch of shitheads dumb motherfuckers who don't know what they're doing and think they're the shit be their "cops" I hope you all die in the most gruesome way possible It is important that the audit group implements certain procedures for police to follow We need an oversight department to stop drugs, stop drunk driving, stop street racing, stop prostitution! NOW! In addition, the citizens of this city are tired of all the homeless and transients. and they take forever to come when I call them they don't come and if I do they minimize my concerns. The dispatchers are very indifferent and I feel this oversight needs direct monitoring access to evaluate how these dispatchers treat the community as well as the officers who just come if they come and don't do anything. The current police worry more about befriending the politicians like the council and not the people. They bother more than protect. They'd rather criminalize beat up and fight kids smoking pot and homeless rather than go after Defund police then a preventative approach. More funding needs to go towards youth programs and not the police department. If our community has their needs met (access to healthy food, housing, recreational activities), we wouldn't need so much policing. once otticer go around telling people what to do but don't care about real crimes In Santa Ana. a� -inpar moms and dads taking care of people, we need police officer who protect Santa Ana residents. Police oversight would just taking more funding from other essential programs in the city. Why try to fix the problem at the end when we can fix it in the beginning. With just better police training. Fixing problems at the root. I've experienced first hand racial profiling, I think that's an issue that should be talked about more. We want a committee with investigation powers that has the ability to fire cops even the police chief and give them the benefit of the doubt to do their job. While accountability is needed for misconduct, we need to understand the job they have fully. Walk a mile in their shoes first, then provide feedback. All members of the committee should have to do a minimum of 3 ride-alongs a year to maintain perspective and stay on the that they may help assess and understand at the outcomeshould e. Like should they go to jail orshould they go to a facility. I feel like this method could help lower the number of arrests and incarceration in our city and give people a chance to be vital members of our society. Thanks for your time. instead ot preventing the crime or solving ft. When we call or help the Ispatc e� FeeFittles us ana ma a us ee dumb for seeking for help. Something Santa Ana has needed for a long time. 65D-121 ACAB about police being aggressive towards our people and it needs to stop. People are scared to even do anything because we think we might get in trouble. Or god forbid killed. something. implemented. None Police need to be held accountable and not treated superior to the law! Especially in Santa Ana The Police Union should no longer have the ability to make campaign contributions for city elections Police should not have qualified immunity, and should be held accountable. I strongly agree with police oversight that is completely independent. Police should not be in charge of investigating themselves and there should be more ways to make sure there is accountability in investigation of misconduct. as the trust oft the community, public safety is more attainable. If there is community perception that law enforcement is reluctant to provide transparency and accountability - which I argue there is, it is interpreted as law enforcement having something to hide. An oversight commission can eliminate that source of mistrust that Any type of group or organization that will hold officers accountable to their actions is what's needed. Thank you. Less less less please. We dont need so many police officers arresting one homeless guy. Waste of tax funds and they leave thier car running. So might as well do something else to help the community DV cases community. respect law enforcement and support our officers. Our officers already ave a body worn cameras which records incidents they encounter with the public, that alone should be enough for any type of investigation. Our SAPID officers put themselves at risk everyday while working and more support is needed for all officers. Our police department has a community outreach team and I always see the positive encounters with officers and because I don't believe that is the current situation. More training on descalting situations and more requirements on becoming a police officer. Although I feel we have a lot of great officers I also think a lot of our issues start with Administration and even dispatch. A lot of our calls are not being taken seriously on the dispatch side. no one knows the community better than the community itself. We live in a time where the police departments are very disconnected for the people of their cities, citizens are afraid of being pulled over for a tail light being out because we've heard stories and seen videos of the lack of deescalation tactics, and increase of trigger happy officers in these minimal situations. I think we can all agree that all we want it a community where we ALL feel safe to make sure people feel safe when interacting with police I think we should go further and defund the police department. Thank you! be effectively policed they must be involved. Thank you for listening and taking steps to change. powers; subpoena power; investigatory authority; clisciplinary authority; and teability to hire and tire otticers, including the Chief of Police. Our community has demanded oversight of the police since 1965, and now more than everwe need a commission. or special interests society power to enact policies that hold police officers accountable when they are engaged in misconduct, brutality, and/or murder. The oversight model should also be part of broader, holistic citywide efforts to reallocate budget funding from the SAPD, which consistently overspends and underserves, and reinvest those funds into community -based resources that complement crime prevention. These include employment training, healthcare, mental health counseling, after -school programs, parks and recreation, libraries, arts and culture, and other elements that This is long over due, the Police and their union have had control of our city for decades and it is time to hold them accountable. They are rated as one of the top 10 most violent police departments in the nation. e community needs a strong independent oversight y with subpoena power; investigatory authority: disciplinary authority; and the ability to hire and fire officers, including the Chief of Police. 65D-122 and trying to create a re volving door. All human beings should be appreciated. We need love and not flashlights in our windows. Police shouldn't try to Make up Laws. Also forcing registrants to sign false statements and swear out false oaths wasn't a good idea because duress and coercion was mentally tough. Since th a officers are putting our information on the internet for the entire world to see,their disciplinary re should be reciprocally exposed and all police disciplinary records should be discoverable and accessible. Taking victims to the gutter and loud door knocks aren't always necessary because citizen privacies should take priority over force. Force sends to break things. Young officers seem to be doing too much paperwork and implicating vigilantes. Deprecating comments regarding registrants are unnecessary and hurtful to citizen goals. We are respectful to the clerks so little need to are swayed y news, bad press, and bitter current and tormer criminals that are anti -police. Instead,focus on properly equipping, staffing, and allowing Santa Ana police to do their jobs. Stop the city's corrupt politicians from using them as a bargaining chip or political talking point. Their lives are in danger, our lives are in danger, all while healthcare, etc Carah Reed - I think in a city where we have so many police, there should be accountabilyt to the community. Are they making our city safer? Are the people feeling protected? And open communication should be established. resources to better equip otticers. I he community wants to have an un erstan ing of w at is ppemng here and throughout the country as a result of little self accountability. Citizens that pay for the oversized budget that is attributed to the police department should have the right to more directly affect decision making processes that police the police. Transparency and an effort to improve policing without just giving them more money is what Oversight should be independent, transparent, diverse, and citizen staffed. legitimacy policing Santa Ana communities. criminals with a badge. see the road for a few seconds. who appeared to be dead on the ground a few steps from my home and they were more concerned if he was homeless or not. A Human life is a life regardless of socioeconomic status. Thank you for reading this. The oversight members should be independent of any bias for or against the SAPD. essential to hold late enforcement accountable for the actions. Accountability is t e east of w at cane prime considering how much of the city's budget they consume. discourage officers that promote a culture of violence, discrimination, unethical, and unlawful behavior anathema to law enforcement and its objectives. Recommendations and the potential to comment on investigations are not enough, and would serve as window dressing. Furthermore, divestment and reinvestment in preventative youth use a use are a mentallmeclical issue and NOT a criminal one, and therefore sou a treated as such an r policies need to be changed around narcotic issues. Mental health professionals need to work with the police to de- escalate mental breakdowns of people struggling, not deadly force. Various forms of training should be mandatory. i.e. de-escalation, mental heath, and more. The police union should not be involved with ANY elections or recalls. They are to follow the mandates of the elected. The individual police officers are of course free to vote how they business meetings, Latino focused issues are a big part of what can help Santa Ana and it will also help the police department with first time conversations with residents. We can make sure kids' first meeting with cops are good ones rather than bad ones and it gives the police an opportunity to actually know the residents they work around. because our community needs more police not less. Thank you very much. This is sorely needed in Santa Ana and across the country. This is a good start. This is a good start. addition of an oversight committee will not harm the department, but rather stands to impact it positively by creating greater trust from the community. toe into consi eration the needs and the opinions of the community that our officers wi be servina. We s ou c unite as a community and work together to create just, inclusive, sustainable systems. 65D-123 I'm asking for a strong independent oversight body with subpoena power; investigatory authority; disciplinary authority; and the ability to hire and fire officers, including the Chief of Police. Police need to be held accountable if they do something wrong We don't need it. SAPID is a great department that keeps our streets safe. I think all law enforcement agencies should have independent civilian oversight Never trust SAPD!! corrupt! You got my info. Come at me bro. Police oversight will benefit and support the goals of our community -oriented policing as it seeks to utilize problem solving techniques to work in a cooperative effort with the community to proactively address concerns. methods and procedures of our s public satety organizations recommend changes that improve the efficiency and outcomes of these strategies. Day to day operations remain the purview of public safety professionals, but an oversight committee would have wider latitude to recommend policy shifts or legislative changes that can be brought to the city council. Examples include evaluation of when physical visits by patrol units are required, how priority categories are divided, what overtime expenses are approved, and how public safety resources can be Your community outreach tab is not working. - Accountability should be the focus. more helpful is DEFUNDING the police & using that money to fund community programs that would actually benefit OUR community. Our city council somehowthinks that the Public Library and Community & Development should only receive 3% of our budget, and the SAPID seem worthy of 41%! Police oversight is needed. Defunding SAPID is needed. more helpful is DEFUNDING the police & using that money to fund community programs that would actually benefit OUR community. Our city council somehow thinks that the Public Library and Community & Development should only receive 3% of our budget, and the SAPID seem worthy of 41%! more helpful is DEFUNDING the police & using that money to fund community programs that would actually benefit OUR community. Our city council somehow thinks that the Public Library and Community & Development should only receive 3% of our budget, and the SAPID seem worthy of 41%! more e pffiF—is0FF1J1NDTNG t e po ice& using that money to fund community programs t at wou actua y ene it OUR community. Our city council somehow thinks that the Public Library and Community & Development should only receive 3% of our budget, and the SAPID seem worthy of 41%! to accept them as Neighbors instead of a foreign army to be in fear of. Do any Officers get out there vehicle just to say hello or is the only contact a negative one. Walk the Neighborhood learn the names share a cup of coffee or water, kids in the neighborhood are taught to avoid the police like the plague- [ trust my police department, the men and women that help protect the city are heroes sapd sucks active 10 years ago in a group of organizers who attended i izen ftewew Boarci (CRB) meetings at the University of California, Berkeley during the Occupy years to hold the university accountable for injuries and complaints sustained by campus police during Occupy protests. It would be helpful for me to have a little bit more information about the organizational structure of police oversight, be what is important for me is that all of the models be community -facing. I'm struggling to identify which model the UC CRB used (I think it was a combination of review & auditor?). We definitely did not have access to internal affairs (which was problematic be there was very little room for us to actually make recommendations to the police department about specific complaints), but we filed reports and had public comment about reports as they were completed. The auditor model seems like the best option be it would allow the CRB to initiate and re -open IA investigations after they have been reviewed, but it also feels like it would be the only option that would allow community members to review budgets and advocate for policy decisions that would lead to defunding (or abolishing) the police. However, regardless of the model, it feels important to emphasize that the public/community have transparent access to CRB processes so that there can be as much community involvement as possible. If the CRB is as inaccessible as the police department itself, it lessens opportunities for citizens (participants particularly unhoused folks to experience agency around advocating for accountability to the residents. have been implemented years ago. Regardless of the oversight model, transparency with residents needs to be a priority. Let's also not buy over the top military style weapons and reinvest in our school(students and teachers) 65D-124 I like the idea of a community ran review board but I also think that the review board would not have enough power to enforce or take action against police abuses. markers of a useful commission. I urge the staff to incorporate his research to oeve op a model commission in our city. members must have NO affiliation with or influence from the POA. It's continued since March. There's no NEED FOR THAT. Y'all are not doing anything but disrupting the neighborhood. ALSO I had cops come to my house at 6 am because they thought we called them ( I have a video be we have the ring camera also we did not call them). Tell me why one of the cops had his hand on his gun the whole time?? Is this protocol?? Y'all too scared to ring doors you need your guns ready?? I've been seeing cops just cruising, that's all, for a 144 million dollars a year I EXCEPT BETTER. Years I've heard and seen story of the SAPD AND I DONT HAVE TO EXPLAIN TO YOU because I know y'all have heard it too. These cops know what reform. improve our community of Santa Ana and save lifes. This is a good start. This is a good start - needed. Accountabilityli I! ! the phone operators are condescending and rude to us for calling like if we are bothering them and if an officer does eventually show up hours later it is too late and they say we are not the priority. In others cities I have seen people call the police and it's more like a service to them and in our communities the police is not always working streets, or armed cops that are patrolling for traffic violations, and make sure the ones that are out on the streets are being monitored by people outside of the "justice system". positive that "oversight" is absolutely necessary. the head. 1 shooter not 5. Teach them. investigations, the public would see this. They would see that so many public complaints are false or unwarranted and perhaps begin to get an insight into how important yet difficult it is to be a police officer. And for the officers that misbehave, the public would see how the punishment was being carried out and feel better about trusting the police rianger or threat in a victim raising their voice. Unfortunately cops think every little stray from norma cy is a sign of aggression or a sign to arrest someone. Many become cops without understanding mental illness or communication skills between different races, socioeconomic classes or anything - Implementation of higher job requirements such as obtainment of bachelors degree and deescalation courses, recruit more members of the community. Reduce Police Union influence on local elections. agree t ese reviews need to be conducted,but also have a process to deal with a e complaints. A balance o professionals, citizens, and police would allow the police and public to embrace this idea. "commission" is a waste of time and money for everyone involved. Doesn't SAPD have body cameras? If this commission gets approved 1 hope they focus on winning the hearts and minds of the community. The police are not the issue. That's why they have internal affairs and the court system to prosecute bad apples. If only every occupational field had one of these "oversight" boards with random people making decisions on employer/employee matters. Oh and on top of that, the people on the board won't even have police experience? I of responsibilities that the police are tasked with. Police should only focus on investigating and solving crimes. They should not be entrusted to handle issues related to homelessness or mental health. They do not have the education or training to resolve these issues effectively and non-violently. Funds that are used to arm the police with military -style weapons must be diverted to community centers or service workers that should become the first responders to issues related to homelessness and mental health. If we continue to rely on the police to address they must be held accountable, complaints must be investigated thoroughly y independent investigators, consequences should be exacted quickly and must be tough to serve as a deterrence to misconduct 65D-125 call police all the time to remove dangerous persons from the property. It makes me physically ill to see people criticize the police, who do the work no one else will do. So sad about this oversight crap_ o Ice overstg t would be totally unnecessary if only police o Icers would perform their duties protesslonally an supervision would actually supervise and hold the officer accountable for their actions. City. e need our Santa Ana Police Dept. We do not need to reduce funding or reduce the amount of officers who serve our city. We need to be diligent in preventing crime in our city and holding criminals accountable for their actions - educating their kids so they don't join gangs. If you don't want to be a victim of police brutality': DON'T COMI' CRIMES. Respect others. If anything, Santa Ana needs to STOP BEING A SANCTUARY CITY. This only protects should adopt a hybrid model or reform�eGeve this can be achieved by -allocating funds away from police equipment, technology, vehicles, upgrades, etc. and instead allocating funds to expand on a comprehensive approach that would incorporate key initiatives from each model listed. We cannot afford to fail in our efforts. I believe an auditor/monitor model that also relies on support from investigative and review focused strategies would the community of Santa Ana. commission Is necessary that that can fairly and subjectively review cases and data without any ties ordecision- making dependent on police officers, unions, nor government officials. This commission should be composed of community residents and reflect Santa Ana population, including youth and undocumented immigrants. The commission should have subpoena power, investigatory authority, disciplinary authority, and the ability to hire and fire police officers, including the police chief. SAPID has been run by the POA and political interests for too long, in a high crime city detunding police is a very bad idea. has maintain throughout the years. ne issue a Is not addressed in this survey is what power the group would hold. How would the findings of the oversight committee be used? This is fundamental in determining which type of oversight would work best. olice oversight would totally unnecessary if only police otticers woulcl pertorm their cuties pro essionally an supervision would actually supervise and hold the officer accountable for their actions. and have a lowtolerance tor"technical malfunctions' or "body cam was oAdding transparency will naturally get rid of the very few bad apples out there as they will no longer be able to hide under their word vs others. Defund Santa Ana Police Department the relationship between the SAPID and the citizens of Santa Ana. It would give a place to air any problems. This oversite committee should not be give the power to hire or fire. That is the police chiefs job but oversite committee can review procedures and incidents. The oversite committee can recommend any changes directly to the Chief or know that the police officers association buys council members Much needed - surveying community. very interested in the activities of the police, the support tot the police, that their needs are met equipment, supplies and training), and that as a resident of the City of Santa Ana - that I have every opportunity available to me to be protected in my home and community. handle crimes not the homeless issue long program should be encouraged and promoted so people can see how hard the job is. And I'm not talking about criminals. I often have seen and experience rude behavior from officers to people that call the police reporting crime. Its like they try to discouraged the public calling. So often times things go unreported. accounts from first contact keep all parties on the same page. I think the Santa Ana police are doing a great job. I feel very safe in Santa Ana It will be good for the community at large Care about the people you serve they are your neighbors and family 65D-126 Many thanks to our SA Police Department for their hard work and dedication. Robert Lewis Henson, Sr. commission or in any other capacity. they should. safe to say that most reasonable citizens would agree that police policing themselves IA has an element of conflict of interest. I look forward to a day when police presence in any situation is welcomed and no feeling of us against them is felt by either side. All together united for the greater good of our community. Structural change is now long overdue. I he roots ot historic racism must be taught and understood yaw enforcement. An understanding that not all problems ought to be solved by the police. dozen cases, wrongful eat , shootings, - , alleged excessive force, to defense verdicts. Orange County jurors were educated on the constant successful training given by SAPID to the charged officers and only with that kind of knowledge were they in a position to judge the appropriateness of the officers conduct. This information in todays world is absolutely essential to review the departments own IA investigation and comment on the allegations too often made in ignorance of what conduct by someone confronting an officer compels the response of the officer which can lead to serious injury, but at the hands of the actor, not the officer. Educate your citizenry on what the law gathering facts to enable intelligent decisions on how to improve positive results trom community/police interactions. I love our police station and strongly feel it should remain the same. mix of all three models, not one model only. We know that Police puttheir lives on the line daily. Pay and benefits should not bankrupt the City. A FAIR wage should be rewarded. The police union want a higher wage then lower your dues! It is needed. I appreciate all that Santa Ana Police do. No police equals chaos. essential to our democracy. I also recognize that policing across the nation needs to be revamped and resources should be allocated differently in order to adapt to the changing times. For example, extensive training on ways to deal with individuals suffering from mental illness. In my opinion, the key to ensuring fair and effective policing is establishing an independent body that can conduct investigations that are transparent and that consider community be confronted by the police then you have nothing to worry about. The oversight committee is determining what laws will be addressed. Like the Bible says "a sin is a sin no matter how big it is, it's still a sin.' Same with laws. In full support of our police, can't live without them! PERFECTLY AND IS A WIN -WIN FLR ALL INVOLVED. CALL ME FOR MORE DETAILS. BILL TAORMINA 714- 308-0220 because they seem to be releasing una i ing citizens as soon as they hold them for X reasons. I hey need support from the lawmakers. problems occurring in Santa Ana. Probable changes in training and types of procedures used when dealing with public will likely be needed. Transparency is a requisite for trust. Uncurpt staff believe that our police are overfunded, I would like to use this oversight community to drive policy and funding - based decisions for the future of the Santa Ana police department. decisions that impact the men and women who are brave enough to wear a badge. A citizen oversight committee should be implemented by peace officers to teach them how to be respectful of authority. protect cops who break the law or harass the residents who pay their salary. As a sworn officer, you should not only have knowledge of the laws but have a strong understanding of what is considered ethically correct. Officers need to address all residents with dignity and respect regardless of their background. 65D-127 belief that the police force is here to protect itself and its stakeholders has become evident. As I watched police defend Mater Dei HS when nobody was even paying attention to it as looters, not protesters, vandalized Smart&Final right across the street and walked home to see the scene on every channel knowing the cops were only yards away and choosing to do nothing in order to let this image be the one that remains in people's minds instead of that of peaceful protestors exercising their right to protestjust one intersection down, my trust of this police force only lessened. After attending protests in Irvine where there was only one police car present, the image became even clearer. That car was parked by where everyone was parking and far from the center of action, in fact they were sitting there calmly eating their lunch. Why the difference in treatment. I would love to trust my police force and know that if I am in trouble they can come help, but today as it stands I do not. How is it that a police officer can become one with such little training? We demand so much from you, but you get so little training. That's what you should be investing in. Oversight is not the solution. Take the time to get to know your community, de - Great job on putting out this survey! Please keep up the great work and accountability. I'd rather abolish SAPID but I guess this is the next best thing crime and LOTS of illegal fireworks in my area; yet police can't get to us in time to get the perp. Give them MORE support and START teaching our kids in school TO RESPECT THEM not badmouth them. It is an important part of proper policing. I would be willing to be a member of such a review team those violating the public trust. to no tat, when crossed, may put our officers in harms way. Our police officers should not fear repercussions for doing their job. I'm sure they second guess themselves all the time, or wish they had three seconds more to think about their actions, but they do not have that luxury. An oversight committee has all the time in the world to think of alternate ways a situation can be handled. Too much "Oversight" may get the officer(s) injured or killed should they take an extra second to think. The committee does not have the fear of death should they choose which may replace or duplicate police internal affairs processes, staffed y non -police civilian investigators. Not all police officers are "dirty cops", those that are should be publicly released from this duty. Changes need to be made and made public. believe the police in Santa Ana do a good job and we could use more officers on our streets. I hey should ave more resources to hire more officers and have community events and more training. committee. Thank you!! should stay away from the investigation -focused model so efforts are not duplicated between ntemal Affairs an the oversight committee. Employees and Officer have rights and if violated by one group could defeat the purpose of an investigation. That due process involves legalities which a volunteer should not be a part of. Needs to happen ranked University. I have a BA and a Masters and I have the privilege of serving the community in the field o� education. I have great respect for law enforcement. They serve a difficult but necessary function. Growing up in Santa Ana I can personally attest to the need for Police reform. My interactions with Police in the 80's were often not positive. I have always been a law abiding citizen. In addition, I have excelled in my academic studies since Elementary school. Math and Science is my strength. Spelling and grammar is my weakness. Unfortunately, my determination to do the "right thing" throughout my life did not protect me from what I perceived as Police harassment. It occurred on multiple occasions. I do not believe that the behavior of a few is necessarily representative of all officers in a department but I was surprised by the ratio of negative interactions I had with officers. I would suggest that officer training strongly work at instilling a strong desire to build public trust vs. driving through neighborhoods almost as if respect is demanded. In addition, it is helpful for training to include P.D. both parts. paper. No more abuse of power! Transparency and justice for the people of Santa Ana. Integral a intercomunicativo y muy entrenados en derechos y programas en salud mental Ya es hora de que la comunidad participe en el modelo de seguridad ciudadana que defea y se necesita... y mejorar la comunicaciA'n ciudadano/policA-a y capacitar y enseA±ar a la comunidad sobre los procedimientos 65D-128 Que limpien la cuidad de tanto gente que quiere hacer el mal Es una buena oportunidad para que la comunidad y la policA-a crean un a relaciA'n de comunicaciA'n Serka fabuloso que cada oficial de policA-a cumpliera con honestidad y sin racismo su trabajo. Serka fabuloso que cada oficial de policA-a cumpliera con honestidad y sin racismo su trabajo. Patrullar mAls los callejones Supervisar mas frecuente a los homeless, por dan miedo a la comunidad. 65D-129 EXHIBIT 8 Guidebook for the Implementation of New or Revitalized Police Oversight �Q��o��Ni4i3n QverS,gh�o� V� co O � y � Q G R C�7 NACOLE' wQu' ,P%a National Association for Civilian Oversight of Law Enforcement Edited by: Brian Buchner, President Liana Perez, Director of Operations Cameron McEllhiney, Director of Training & Education Eduardo I. Diaz, Ph.D., Past President 65D-130 2016: Published by the National Association for Civilian Oversight of Law Enforcement This work was supported by grant # SMX90016M0024 of the Police Professional ization Program, Project Code IN41 MX76 Developing Trustworthy Institutions Project, of the Bureau of International Narcotics and Law Enforcement Affairs (INL), U.S. Department of State. Correspondence regarding this work may be sent to: National Association for Civilian Oversight of Law Enforcement P.O. Box 87227 Tucson. AZ 85754-7227 Writing team/editors contact information: Brian Buchner, President buchnera-nacole.org Liana Perez, Director of Operations pereza-nacole.org Cameron McEllhiney, Director of Training & Education mcellhineya-nacole.orq Eduardo I. Diaz, Ph.D., Past President avpmiamia-aol.com 2 65D-131 Table of Contents Paqe i. About the National Association for Civilian Oversight of Law Enforcement - 5 ii. Foreword: Message from the President --------------------------------------------- 8 Chapter 1. Introduction--------------------------------------------------------------------------------- 9 2. Key steps and decision points--------------------------------------------------------- 10 3. Steps in establishing oversight------------------------------------------------------ 12 4. Overview of civilian oversight------------------------------------------------------- 15 5. Goal Setting--------------------------------------------------------------------------------- 17 6. Coalition Building------------------------------------------------------------------------ 18 7. Engagement of community and government actors --------------------------- 20 8. Making Decisions Regarding the Model of Oversight Used ------------------ 22 9. Crafting the Ordinance or Legislation Establishing Oversight ------------------ 27 10.Oversight personnel profiles and standards ------------------------------------ 28 11. Establishment of Policies and Procedures ------------------------------------ 31 12. Properly Acknowledging Victims of Misconduct ------------------------------------ 32 13. Gathering and Analyzing Data ------------------------------------------------------ 33 14. Goal Measurement--------------------------------------------------------------- 35 15. Writing Reports------------------------------------------------------------------------ 36 16. Conducting Outreach and Communicating with the Public ------------------ 37 17. Characteristics of Effective Oversight ------------------------------------------------- 38 18.Ongoing Training and Professional Development --------------------------- 39 19. Conclusion -Identifying and Addressing Challenges and Opportunities ------ 41 Appendix A-G A. Summary of Thirty Principles of Community Oversight of Policing --------- 43 B. Recommended reading list ------------------------------------------------------ 46 C. Recommended Training for Board and Commission Members --------- 50 D. Qualification Standards for Oversight Agencies --------------------------- 53 E. NACOLE Code of Ethics--------------------------------------------------------------- 58 F. Training aids: pre -posttest sample and workshop guidelines ------------------ 60 G. Additional resources and links ------------------------------------------------------ 61 6513-132 Acknowledgement: What follows is a compilation of new material combined with selected NACOLE endorsed materials, written by many known and unknown authors, edited to provide the reader a guidebook relevant to the present set of circumstances in 2016. The editors affirm that attribution of original authorship was in no case purposely omitted, and that this guidebook was prepared in the spirit of offering the best material available for educational purposes. We are deeply indebted to all of them. a 65D-133 About the National Association for Civilian Oversight of Law Enforcement The National Association for Civilian Oversight of Law Enforcement (NACOLE) is a non-profit organization that works to enhance accountability and transparency in policing and build community trust through civilian oversight Mission The mission of NACOLE is to enhance fair and professional law enforcement responsive to community needs. To this end, the goals of NACOLE are: A. To provide for the establishment, development, education, and technical assistance of/for the civilian oversight of law enforcement. B. To develop a national forum to provide an informational and educational clearinghouse and a publication resource of educational information for the public and organizations in the field of civilian oversight of law enforcement. C. To encourage the highest ethical standards in organizations that help oversee law enforcement. D. To educate the public by developing mechanisms to enhance police and community relations, educate law enforcement agencies, and encourage law enforcement to respond with sensitivity to citizens' issues and complaints. E. To encourage full racial and ethnic representation and participation in this organization and the agencies overseen by its members. Established in 1995, NACOLE is the largest and premier civilian oversight organization in the United States; its membership comprises nearly 1,000 oversight practitioners, current and former law enforcement personnel, elected officials, journalists, academics, students, and community stakeholders, among others. NACOLE has worked to legitimize police oversight as a professional field of study and practice and facilitated the development of professional standards, including a Code of Ethics, as well as core competencies and training guidelines for oversight practitioners. NACOLE also hosts an annual training conference where civilian overseers and other interested stakeholders meet and exchange information and ideas about issues facing law enforcement oversight. The 2015 conference saw participation from 114 communities from 30 states, the District of Columbia, Puerto Rico, and six countries. Such broad s 65D-134 representation within NACOLE activities has been consistent from year to year, stretching back to the organization's roots in the international oversight movement of the late 1980s and early 1990s. This is in large part because NACOLE has been the only organization in the United States providing training explicitly on civilian oversight during that time. NACOLE works collaboratively and in partnership with law enforcement, oversight entities, and communities interested in oversight. From the public perspective, we ensure oversight is present, knowledgeable and capable. From the law enforcement perspective, we ensure policies and processes are in place to ensure transparency, accountability and institutional commitment to constitutional policing. NACOLE's goal is not simply to police the police; rather, NACOLE seeks to engage stakeholders in a dialogue that firmly establishes partnerships and helps create an environment in which police are responsive to community, they engage with the community impartially, and the community in turn views the police with legitimacy and respect. NACOLE has worked with law enforcement and civilian oversight groups nationwide. Recent examples of communities to which NACOLE has provided training or technical assistance include: Anaheim, CA; Bainbridge Island, WA; Boston, MA; Fairfax Co., VA; Ferguson, MO; Fullerton, CA; King Co., WA; Los Angeles Co., CA; Memphis, TN; New York, NY; Oxnard, CA; Pasadena, CA; Pueblo, CO; Sonoma Co., CA; and St. Louis, MO, as well as cities in numerous other countries including Mexico, Kyrgyzstan, Russia, Trinidad & Tobago, and Vietnam. The assistance provided by NACOLE has included providing information and training on: • Establishing civilian oversight • Investigative standards • Police use of force • Discriminatory policing • Treatment of, and interaction with, marginalized groups (e.g., persons with mental illness, homeless, LGBTQ, disabled, immigrant) • Mediation • Technology (e.g., body -worn cameras, TASERs) • Police training • Management and supervision practices • Data collection and data analysis In addition, NACOLE: • Organizes training conferences and seminars • Provides technical assistance and support • Encourages networking, communications, and information sharing 6 65D-135 • Maintains a national information and resource clearinghouse • Sponsors a listsery for information on the topics of policing and police oversight • Offers a professional credential for oversight practitioners • Publishes a regular newsletter • Produces a webinar series on topics important to those in and around oversight • Facilitates a professional mentoring program 65D-136 Foreword: Message from the President January 13, 2016 Dear Reader: On behalf of the National Association for Civilian Oversight of Law Enforcement (NACOLE), its Board of Directors, members, and staff, I am pleased to present the following guidebook for non -governmental organization (NGO) members and Government of Mexico officials on how to develop and implement external citizens' bodies for oversight of law enforcement. Established in 1995, NACOLE is a non-profit organization that works to enhance transparency and accountability in policing and build community trust through civilian oversight, in the United States and around the world. NACOLE shares the goals of the U.S. Department of State's Bureau of International Narcotics and Law Enforcement Affairs and its police professionalization programs that encourage democratic and transparent public security and ensure increased accountability, oversight, and integrity of police departments and active police officers. This guidebook addresses many important topics in oversight, including, but not limited to: the basic philosophy, principles, and objectives of law enforcement oversight; methodologies; and models of evaluation and assessment, as well as strategies and approaches to ensuring constitutional policing. I am confident that you will find the guidebook provides a foundation for understanding the necessary steps and issues specific to the process of establishing civilian oversight of the police. Kind regards, Brian Buchner President NACOLE 65D-137 Chapter 1. Introduction As recent incidents throughout the United States and around the world have demonstrated, cities and police departments have left themselves unprepared to face the consequences of a lack of public trust, community confidence, or sense of legitimacy, particularly within communities of color. Historically, these cities and police departments have only reacted to crises and have rarely acted in a proactive manner to implement robust internal and external accountability mechanisms necessary to build public trust and reduce the likelihood of these breakdowns occurring in the future. Citizen oversight of law enforcement is a critical facet of any well-founded effort to strengthen the relationship between police and communities and to build public trust, all while promoting effective policing. And it is one of the only mechanisms proven to ensure sustainable reforms. Civilian oversight alone is not sufficient to yield the legitimacy in which both the public and law enforcement share an interest; without outside oversight, however, no collection of efforts to secure such legitimacy can be considered complete or directly responsive to the public's demands for greater participation in, and understanding of, their local law enforcement. There is no one -size -fits -all approach to police oversight. There are more than 200 oversight entities across the United States. No two are exactly alike. There are civilian review boards, monitors, auditors, and inspectors general, among other models. The "best" approach continues to be a subject of debate. In part, this is because so many different factors influence what particular agencies and communities need and can sustain. To create a new civilian oversight mechanism, or to reorganize or strengthen an existing one, communities must first consider a series of important questions and make key decisions; each decision will guide and inform future ones. A community, which includes the public, police, police labor and management, key policy and decision makers, and grassroots or community -based organizations, among others, must clearly define its goals and what it hopes to accomplish with oversight before any model is selected or before the first words of the draft ordinance or charter amendment are written. The following outline can serve as a tool for communities to help guide their efforts to establish or strengthen oversight. The process is entirely dependent on the support, participation, and engagement of all interested stakeholders. Even with a guide such as this, however, few communities can effectively launch their own self -study of oversight methodologies. Face-to-face technical assistance and support from experienced oversight professionals and experts can complement important local dialogue and planning efforts. Each community is different and each must go through its own process to rebuild trust and strengthen the critical relationship between the public and the police, while supporting effective public safety. 9 65D-138 Chapter 2. Key Steps and Decision Points I. Goal Setting What outcomes do you hope to achieve by establishing an oversight mechanism? II. Coalition Building Who will l need to bring together in my community to begin this process? III. Engagement of community and government actors From whom do I gather input and how will I ensure that I have all of the information needed to recommend the appropriate oversight mechanism that addresses the needs of my community? IV. Making Decisions Regarding the Model of Oversight Used a. Structure (i.e., function of the executive or legislative branch, model type, relationship or access to law enforcement agency) b. Duties, Powers, Authority c. Funding Mechanism/Budget What information will I need to determine the appropriate accountability model for my community? V. Crafting the Ordinance or Legislation Establishing Oversight What are the things that l will need to include in the city ordinance or enabling legislation to establish an effective oversight mechanism? Do examples exist? VI. Oversight personnel profiles and standards Who will fill your staff and volunteer positions within the oversight agency? What background or qualifications should they have? VI I. Establishment of Policies and Procedures How will you carry out the day-to-day operations of the agency? Do the policies and procedures help to achieve the goals outlined in Section I? VIII. Gathering and Analyzing Data What information can/should you gather and analyze that will allow you to better understand the police misconduct and need for continued accountability measures in your community? How can / use this data to make recommendations for effective changes? K�erenI8A[�1R_iiiT I I What information can/should you gather and analyze that will allow you to measure your agency's impact (e.g., complaint sustain rates, levels of community satisfaction, levels of community trust, lawsuits, settlements, uses of deadly force, policy changes, compliance rates, or early warning system indicators)? 65D-139 X. Writing Reports What reports will your agency produce to sustain a level of transparency regarding police misconduct and the work being done by the oversight agency? XI. Conducting Outreach and Communicating with the Public What steps will be taken to communicate and engage with the community that will allow your continued understanding of their needs AND allow them to know what work is being done by the oversight agency? XII. Building Relationships with Key Stakeholders a. Law enforcement agency that is being overseen b. Local government c. Police unions d. Public What steps will be taken to continue to build the relationships necessary for effective oversight? XIII. Ongoing Training and Professional Development What steps will be taken to build on and enhance staff and volunteer skills, knowledge, and abilities? Will training be required? Who will provide the training and how often? XIV. Identifying and Addressing Challenges and Opportunities What challenges will the new or improved agency need to address right now? What challenges will there be in the near -term or will they be ongoing? What opportunities exist for the agency to advance its mission and provide effective oversight of the police? 65D-140 Chapter 3. Steps in establishing oversight 1) You must first have a core group of citizens who are sufficiently concerned about the issue and who are willing to unite and work together over an extended period of time. This core group should seek out training, support, and resources prior to establishing a formal planning or advisory committee. If not, the community's voice risks being disregarded or marginalized once professional stakeholders become involved in the process. 2) Begin by framing the public discussion and inviting broad public input. Emphasize that the purpose is improving trust between police and the community by ensuring public confidence in the agency through accountability and transparency. The end goal is to deliver the most professional and effective police services possible to the community. Invite police officials and union representatives to be a part of the conversation from the start. Get their input and make it clear to them that their suggestions and concerns are valuable to the process. a. Acquire/develop and publicize data that clearly demonstrates a local need for civilian oversight (e.g., costs of past lawsuits, history of injuries, high ratio of use of force to arrest, or a lack of public confidence in policing agency). b. Make sure that meetings occur one-on-one and in public forums so that as many people have the ability to participate as possible. In addition, it is important that a method that assures complete transparency in the process be employed. 3) Establish a planning or advisory committee composed of elected officials, legal advisors, police officials, police union representatives, and community advocates. Begin to meet regularly to educate the group on the pros and cons of various oversight models, legal requirements, collective bargaining limitations, or other issues. a. Identify sources of resistance and issues of contention and begin to address the concerns or neutralize the resistance. b. A skilled negotiator or professional facilitator may be helpful if communication becomes difficult or begins to break down. 4) Identify sources of technical assistance such as NACOLE, the Department of Justice, local bar associations, and practitioners of civilian oversight in other jurisdictions. Visit oversight agencies in other jurisdictions to learn from their staff and observe their procedures. 5) Identify the proposed agency's objectives and scope. a. Will the agency accept complaints of police misconduct? If so, what types of complaints will be accepted, and from whom? Will the agency investigate complaints, or review them? Will the agency make both disciplinary and policy/training recommendations? Who shall be the final decision maker for complaint disposition? What should happen when 12 65D-141 there is a disagreement between the police department and the oversight agency? What will be the public reporting requirements for the oversight agency? Will the agency offer mediation? Will the agency have subpoena authority? How will the agency's effectiveness be measured? How will elected officials hold the oversight agency accountable? 6) Based upon the agreed objectives and scope, select an agency structure: a. Citizen review board model with or without independent investigative authority, the ability to examine patterns or trends in policing practices, and a mandate for policy recommendations. b. Monitor, auditor, ombudsman, or inspector general model with or without independent investigative authority and mandate for policy recommendations. 7) Determine whether the oversight agency will be created by ordinance or within the municipal charter. Generally, it is better to have it created within the city charter, as a municipal ordinance is typically easier to overturn. 8) Identify staffing needs a. Decide on type and number of staff i. Administrator/ombudsman/monitor/IG 1. How will the director be selected and what are the director's terms and qualifications of employment? 2. How can the director be reappointed or removed? ii. Volunteer board members 1. If the agency will be volunteer based, how many volunteer hours per week/month will it take for a volunteer to perform competently? 2. How will the volunteer board members be selected? 3. What are the qualifications (and disqualifications) for being a board member? iii. Administrative assistant(s) iv. Investigators v. Legal counsel (Corporation Counsel or outside legal counsel) Consider how training and development will be regularly provided to agency staff and/or volunteers. 9) Develop a specific and detailed budget estimate and work to secure political support of elected officials for full funding. 10) Present the proposal to the public and allow time for public input and feedback. Work with community advocacy organizations to build public support for the proposal to ensure its passage. 11) In the end, you should advocate for the most effective structure possible that can be created within the current local political context, but recognize that 13 65D-142 compromises may have to be made to secure its initial passage. Revisions to the law that would strengthen the agency can be proposed at a subsequent point in time when the political context may be more amenable. 14 65D-143 Chapter 4. Overview of civilian oversight What is civilian aversigW In its simplest meaning, civilian oversight may be defined as one or more individuals outside the sworn chain of command of a police department who take up the task of holding that department and its members accountable for their actions. Contrasted with internal accountability mechanisms commonly found in law enforcement (i.e., internal affairs), independent police review offers a method of citizen involvement in accountability that is often, but not always, external to the department. Its independence from the agency or the sworn chain of command that it seeks to hold accountable allows it to address a wide range of concerns without any actual or perceived bias, and to ensure that policing is responsive to the needs of the community. Civilian oversight may be established in response to recurring problems in a particular law enforcement agency, such as a pattern or practice of the use of excessive force or repeated complaints of racial profiling. Sometimes oversight is initiated proactively by a local municipality to identify and correct such issues before they become more widespread and difficult to rectify. Often, however, oversight is generated in response to a single, particularly high -profile allegation or incidence of police misconduct. Whatever the circumstances, police oversight is now found in cities and counties both large and small, and in every geographic region of the nation, as well as in other countries. While practices vary according to the roles of the oversight entity or the laws of its jurisdiction, it is common for civilian oversight agencies to be both an independent source and a repository of qualitative and quantitative data. Oversight agencies may issue public reports on the number, type, and outcome of misconduct investigations; lawsuits; uses of force; or detentions and arrests. They may provide on -scene monitoring of critical incidents, such as officer -involved shootings, or of mass social gatherings, including protests and demonstrations; and they may subsequently provide the public with a singularly independent account of the actions taken by the police, evaluating whether those actions were appropriate under the circumstances or showed a need for some measure of reform. In addition to the issuance of public reports, qualified and experienced oversight entities may also assess a police department's policies, training curricula, and recruitment standards, among other procedures, in order to compare them against the prevailing standards in a perpetually dynamic profession. The effectiveness of oversight in any particular community is dependent on a host of factors including political and budgetary support, ready access to information including police files, records, and performance data, the training and expertise of oversight personnel, and acceptance by the local law enforcement agency and community. Oversight systems can take a variety of forms and operate under a range of authorities. Each jurisdiction will have to carefully assess the needs of the community and the cost - benefits of the oversight program they adopt. The key question is whether the oversight 15 65D-144 system is sufficiently independent --in terms of political, professional, and financial independence —to do what is needed and carry out its oversight responsibilities. It is helpful to think in terms of the goals of the community and what is being asked of the local oversight system. Specifically, what level of funding and how much authority should be given to the oversight agency in order to shoulder its identified tasks and be successful in its efforts. The oversight agency's mission should bear some relationship to the size of the police department, the department's funding levels, and the level of trust or mistrust within the community —particularly among those segments of the community that historically have been the subjects of over- or biased policing. 16 65D-145 Chapter 5. Goal Setting What outcomes can we hope to achieve by establishing an oversight mechanism? Oversight agencies are sometimes created in reaction to crisis incidents with little thought given to long-term functionality or obligations. The initial focus is usually short- term procedural goals, which are important but can result in actions that do not serve the greater good of the community in the long run. This work requires an understanding of partnership development and constructive engagement, even with those individuals or groups that do not agree with the central premise of increased oversight of the police. That is why it is important to articulate a common goal that all parties are likely to affirm. The following queries are intended to facilitate your thinking about desired outcomes. • Is improving community cooperation with police an investment in enhanced public safety? • Do police need to enhance accountability mechanisms and promote transparency policies to improve citizen confidence, trust, and ownership of shared security responsibility? • Are you carefully assessing the particular historical context or needs of the local community when planning on institutional interventions to address procedural justice issues? • What are the current structural or legal issues that might impede progress or change? • Have you considered: o diverse perceptions of reality? o process integrity? o unjust laws? o power dynamics? o policy change needs? o giving voice to the underserved? 17 65D-146 Chapter 6. Coalition Building Who will I need to bring together in my community to begin this process? The importance of building a broad coalition of community support for oversight cannot be understated. In the absence of political support from local government or police officials, a strong community coalition can effectively advocate for additional resources, media and public attention, and push for action. Usually, the core group of persons who begin the process of implementation are not sworn police officers but volunteer citizen activists who jump at the window of opportunity that is provided by a civil disturbance, or other crisis. These few will then build a network of like-minded individuals, tapping into existing community -based organizations, civil society groups, and faith communities to assemble a visible coalition that is willing to engage policy and decision -makers in local government or key positions of influence. Some of the initial work is therefore focused on building relationships and developing an effective strategy as to how to best intervene in key institutions. This is not work that is easily done alone, as no one individual or group is likely to possess all of the qualities necessary to effect the type of structural changes that are being sought. In light of this, teamwork is essentially a requirement. Core leaders tend to be committed social justice advocates and other professionals willing to devote considerable time and energy to being change agents. They will likely need to be both courageous and compassionate to effectively address perceived injustice as well as the normal resistance to change that is inherent in most institutions. These leaders may be confronted with intense criticism and will need to exhibit emotional strength in order to facilitate the patience and the persistence that are required for success. Coalition members will ideally be recruited from multiple sectors of society. They may include aggrieved citizens, elected officials, government workers, media professionals, academics, journalists, students, teachers, and current and former law enforcement officers. All of these groups represent community stakeholders who may have an influence on the eventual outcome of efforts to establish oversight. Longevity in this field is almost always a function of a strong peer support network. Oversight practitioners need to be supported by those they can trust to maintain confidentiality and who can offer guidance from similar experience from their own jurisdiction. Police oversight can be stressful work, and it is undoubtedly helpful to be able to turn to others who have faced similar, if not identical, challenges. 18 65D-147 Coalitions that involve persons with diverse backgrounds and expertise are more likely to provide long-term assistance in the development and implementation of civilian oversight of law enforcement. Multiple perspectives, such as those from those legal experts who work with offenders and victims, or from social workers who are connected to traditionally marginalized groups, will increase the likelihood of a broad acceptance of the institutional intervention that is desired. 19 65D-148 Chapter 7. Engagement of community and government actors: From whom do 1 gather input, and how will I ensure that 1 have all of the information needed to recommend the appropriate oversight mechanism to address the specific needs of my community? It is essential that you effectively communicate the benefits of police oversight to everyone that you encounter in the government or the community. One strategy involves asking those you encounter about the future of policing that they wish their children and grandchildren to experience. You may then look for windows of opportunity to share some of the benefits you have learned from your own exposure to the field of oversight, as well as the positive experiences of other communities. Police oversight can benefit not only the individual complainant, but also the larger community, law enforcement, and even elected or appointed officials. The actual benefits that occur depend on how well the involved groups work together and the type of model implemented. Some potential benefits are: 1. Complainants are given a place to voice concerns outside of the law enforcement agency. 2. Oversight can help hold law enforcement accountable for an individual officer's actions. 3. Oversight agencies can help improve the quality of the department's internal investigations of alleged misconduct. 4. The community at large can be reassured that discipline is being imposed when appropriate and as part of a more transparent process. 5. When the oversight agency confirms a complainant's allegation(s), complainants and their communities may feel validated. 6. Similarly, when the oversight agency exonerates an officer, the officer may feel vindicated. 7. Oversight agencies can help improve community relations by acting as a bridge between the community and the police agency. 8. Oversight agencies can help respond to public concern about high profile incidents. 20 65D-149 9. Oversight agencies can help increase the public's understanding of law enforcement policies, procedures and operations. 10.Oversight agencies can improve department policies and procedures that have proven to be deficient. Policy recommendations can prevent future issues by identifying areas of concern and subsequently offering options to improve policing. 11.Oversight agencies can assist a jurisdiction in liability management and reduce the likelihood of costly litigation by identifying problems and proposing corrective measures before a lawsuit is filed. 12. Mediation of some complaints has multiple benefits to both citizens and police officers. It can help complainants feel satisfied by giving them the opportunity to express their concerns to the subject officer in a neutral and safe environment; and it can help police officers better understand how their words, behaviors, and attitudes can unknowingly affect public perceptions. 13. By establishing an oversight system, public officials are provided the opportunity to demonstrate their desire for increased police accountability and the need to eliminate misconduct. All of these potential benefits help to support the goals of community -oriented policing, which seeks to utilize problem solving techniques to work in a collaborative effort with the community to proactively address concerns. 21 65D-150 Chapter 8. Making Decisions Regarding the Model of Oversight Used What information will 1 need to determine the appropriate accountability model for my community? Structure The first thing to consider when determining the appropriate model of oversight is the structure you believe will work best for your specific community. Generally an agency falls into one of four categories: 1. Conducts independent investigations 2. Reviews or hears appeals of internal police investigations 3. Audits or monitors police policy, training, and investigations, or conducts systemic investigations 4. Shapes or manages policy, advises chief law enforcement executives, or participates in hiring processes Many current structures in the United States are considered hybrid models that combine multiple aspects of the above categories to create a mechanism that is believed to be the most advantageous. Current trends have seen the focus of oversight agencies move away from being reactive and move toward being proactive, with the aim of preventing misconduct rather than solely responding to it. There are more than 200 civilian oversight entities across the United States, and no two are exactly alike. Differences in specific function commonly result from what is permissible by state law or municipal ordinance, the autonomy allowed by the executive or legislative branch, and the relationship with, or access to, the law enforcement agency, its employees, and its records. Duties, Powers, and Authority In trying to evaluate the benefits and limitations of the different oversight models, it is important to understand that different levels of authority and independence will strongly impact the agency's credibility and perceptions of its value and impact. It is therefore important to think carefully about the agency's proposed duties, powers, and authority. 22 65D-151 Investigatory Systems These oversight systems conduct investigations; they do not rely on investigators or investigations from within the police department. The range of authority under investigatory systems may include: 1. Conducting interviews of witnesses, including civilians and police officers 2. Gathering evidence 3. Preparing investigative reports 4. Making recommendations and/or findings as to whether the evidence supports the allegations raised in the complaint 5. Recommending discipline when warranted' Strengths and weaknesses of investigatory systems may include: A. Strengths a. Helps to rebuild the trust of the community b. Addresses the concern that internal police investigations, which are often perceived as biased in favor of the police, are the only recourse available to a complainant B. Weaknesses a. Adds to the size of staff and costs needed to run the oversight agency b. Police departments and police unions may be resistant to having non - police investigators conducting investigations Review Systems These systems involve an individual or a board/commission that is authorized to review completed internal affairs investigations; they can often issue agreement or disagreement with internal affairs findings; and they are usually allowed to review only cases that are investigated by the police. The range of authority under review systems may include: 1. Reviewing completed investigations and providing feedback a. Review may be conducted by a professional staff or by volunteer board members ' Primarily, investigative models of police oversight in the United States make recommendations for discipline when allegations of misconduct are substantiated. One model, the San Francisco Office of Citizen Complaints, investigates all allegations of misconduct filed against San Francisco police officers filed by the public. The OCC then presents the case to the Board of Police Commissioners, which has the authority to impose discipline, up to and including termination. More information about the Office of Citizen Complaints is available here: www.sfaov.oro/occ. 23 65D-152 2. Requiring additional investigation to be conducted if it is determined that the initial investigation was incomplete or otherwise inadequate 3. Holding public meetings a. This, as well as the content of the meetings, may depend on state laws and union contracts Strengths and weaknesses of review systems may include: A. Strengths a. Provides a high level of transparency b. Facilitates involvement with the community c. Police departments may be more likely to take action on recommendations that are made publicly B. Weaknesses a. May lack sufficient power to be effective b. May be limited in number of cases that can be reviewed c. Requires substantial time commitment of board members, who are often volunteers d. Entails systemic training of volunteer board members, which can be costly Monitoring/Auditing Systems Most commonly referred to as "auditors," "monitors," or "ombudsmen" these systems tend to have an ongoing monitoring or auditing authority over the police department. The oversight agency may actively engage in many or all of the steps of an established complaint process. The range of authority under monitoring/auditing systems may include: 1. Receiving and classifying complaints 2. Providing input on the investigative process including planning, interviewing, and evidence collecting 3. Conducting systemic investigations 4. Assessing compliance with police department policies and relevant state and federal law, and 5. Evaluating the integrity and effectiveness of the police agency's accountability systems 6. Crafting analytical and/or empirical reports and audits Strengths and weaknesses of monitoring/auditing systems may include: A. Strengths 24 65D-153 a. Allows for identification of issues with how complaints are handled from start to finish b. Facilitates identification of systemic issues with police training, policies and supervision c. Assesses effectiveness of early warning and discipline systems d. Helps to rebuild the trust of the community B. Weaknesses a. Requires extensive data collection and analysis ability b. Must seek ways to account for underreporting of issues by traditionally marginalized groups Policy and Process Advisory Systems Policy and process advisory systems are those that help to shape or manage policy, advise the head of the law enforcement agency, or participate in the law enforcement executive or line -officer hiring processes. The range of authority under policy and process advisory systems may include: 1. Consulting with decision makers inside the police department 2. Evaluating the police department's needs and conducting best practices research 3. Drafting legislation and position papers Strengths and weaknesses of policy and process advisory systems may include: A. Strengths a. May result in expedient policy change, particularly when supported by the community b. May often be less costly than systems that investigate and/or review individual complaints B. Weaknesses a. Relies on the expertise and credibility of an established oversight practitioner b. Relies on the stability of the head of the law enforcement agency, who may not be reelected or reappointed Hybrid Systems Most communities now realize that civilian oversight of police is not a one -size -fits -all proposition. President Barrack Obama's Task Force on 21 st Century Policing recognized as much. Many oversight practitioners are finding that it is less useful to talk about models and more useful to talk about an agency's functions or powers and authorities. 2s 65D-154 The powers and authorities granted to an oversight agency can be combined in any manner that works best for an individual community. While a volunteer review board may not have the resources to ensure each complaint and investigation is handled in a manner that guarantees transparency and accountability, it does add an important layer of community involvement, communication, and trust building. Being limited to reviewing completed investigations might be frustrating for some, while others find that a limited mandate allows for resources to directed in such a manner so as to ensure that each review is thorough and maximize each opportunity for feedback and change Funding Mechanism/Budget When deciding what model to implement, the needs of the community should be carefully assessed. Often, however, those needs outweigh the financial resources that have been made available. The actual level of support, both financial and political, may therefore heavily influence the decision as to what structure to implement. In the United States, most oversight agencies are funded by, and are a part of, local city or county governments. In Canada and Australia, the funding mechanism is frequently at the provincial or state level. Funding in countries like England, Ireland, Northern Ireland. and South Africa is at the national level. Civil society organizations commonly play an essential role in motivating the political will to provide the funds necessary to create and maintain oversight agencies. In the United States, examples of effective advocates for police oversight include the American Civil Liberties Union (ACLU), the League of Women Voters (LWV), the National Association for the Advancement of Colored People (NAACP), the American Friends Service Committee (AFSC), and many other community -based organizations. 26 65D-155 Chapter 9. Crafting the Ordinance or Legislation Establishing Oversight What are the things that I will need to include in the ordinance or enabling legislation to establish an effective oversight mechanism? Are there examples I can look to for guidance? First, it may be necessary to determine whether the oversight agency will be created by an ordinance or within a municipal charter through a vote. Municipal charter authority is typically stronger, as an ordinance may be easier to overturn. There are other options, including executive order (i.e., ordered by a mayor or chief municipal executive); however, by executive order is a particularly weak means of establishing oversight as any future mayor could easily eliminate it. The form the enabling legislation takes is usually a function of local standards, but in all cases it should include clear enabling language specifying what the oversight agency is authorized to do. The enabling legislation also may officially determine the agency's level of independence. Other sections of the language may address: 1. How will the head of the oversight agency be selected, what are the terms of the agency head's term of employment, and what are the necessary or desired qualifications for employment 2. How will volunteer board members be selected 3. What the qualifications (and disqualifications) are for being a board member 4. Whether independent legal counsel will be available to provide unbiased guidance to the agency when called upon 5. What professional standards will be used by and within the agency 6. What training or credentials are required for employees of the agency 7. From where will the agency receive funding for its budget 8. What will be the reporting requirements of the agency, such as quarterly or annual reports on things like complaint activity, investigative findings, police use of force, or discipline In order to establish civilian oversight with lasting strength, it is advantageous to codify such strength within the enabling legislation as it is initially adopted. It is also critical to not leave any vague, or unclear, in the enabling legislation. 27 65D-156 Chapter 10. Oversight personnel profiles and standards Who will fill our staff and volunteer positions within the oversight agency? What background or qualifications should they have? Being a successful practitioner of citizen oversight of law enforcement requires meeting certain qualification standards and receiving ongoing training and professional development. Training and work qualifications may be different for directors, investigators, analysts, auditors, supervisors, and board members. NACOLE has worked to legitimize police oversight as a professional field of study and practice and facilitated the development of professional standards, including a Code of Ethics, as well as core competencies and training guidelines for oversight practitioners. The NACOLE website (www.nacole.org) provides a list of suggested training topics and qualifications for full-time practitioners and volunteer board members, some of which are available in the Appendix. Some of these recommended qualifications are discussed in more detail below. An agency director: A. Must be innovative and possess good judgment, objectivity and integrity B. Must be able to work effectively with a wide array of professional and elected stakeholders as well as with a multicultural community C. Should have exceptional communication skills and the ability to address both community and institutional concerns D. Must be able to manage people and organizations by setting goals, developing and implementing programs, supervising and managing personnel, and developing and managing a budget E. Must be resilient and possess strong diplomatic skills F. Must possess knowledge of general legal principals and statutory law, as well as practices and procedures related to conducting investigations and administrative hearings G. Should have strong knowledge of the rules and regulations governing police operations, organization and administration 65D-157 A supervisory investigator: A. Should have a Bachelor's degree in a related field and at least five years of experience conducting civil, criminal or factual investigations B. Should possess the ability to plan, conduct and supervise complex investigations and provide training and supervision for other investigators C. Must have the ability to review and edit the work of other investigators to ensure that an investigation is thorough and that its findings and analyses are sound D. Must have knowledge of criminal justice procedures and the ability to establish investigative procedures and standards that are consistent with best practices in civilian oversight E. Should possess a commitment to civilian oversight and strong communication skills First line investigators: A. Should have a Bachelor's degree in a related field and at least three years of experience conducting civil, criminal or factual investigations B. Should have knowledge of investigative techniques and procedures and the ability to conduct detailed factual interviews with aggrieved complainants, witnesses and police officers C. Should possess knowledge of evidence handling and preservation procedures, skip -tracing techniques to locate witnesses, and legal and criminal justice procedures D. Must have the ability to conduct investigations in an unbiased and independent manner, following the evidence wherever it may objectively lead E. Must be able to produce clear, concise, well organized and thorough investigative reports and communicate professionally and courteously with individuals from a wide variety of cultural and socio-economic backgrounds F. Must be resourceful and demonstrate sound judgment in collecting and developing facts, and must have the ability to analyze and apply relevant laws and regulations to the facts of each investigation For an oversight agency to be perceived as credible and legitimate, staff or board or commission members must also acquire the knowledge and skills necessary to perform their assignment responsibly. For oversight mechanisms comprising volunteer board or commission members, the types and depth of relevant training depend on the role, duty, and authority of the board or commission. Each agency must critically assess the tasks and functions its members perform and subsequently determine the skills, expertise, or training they will need to perform them effectively. 29 65D-158 It is often helpful for board and commission members to receive an initial orientation to civilian oversight that includes a review of the variety of models of oversight. Members should be provided with an historical account of the establishment of their own oversight agency and receive training on the charter, ordinance, or other enabling legislation. Members should also be informed of the expectations that the local community and government stakeholders have expressed for the oversight agency. Additional education should include laws governing public records and public meetings; confidentiality requirements; state and local laws that affect an officer's rights and privacy; case law on stops and detentions, search and seizure, the rights of an arrestee, and the definition of excessive force; and steps in the criminal justice process including arrest, booking, arraignment, bail, hearings, and trial. Members should receive information on the history, organization, policies and procedures, and evolution of the local law enforcement agency and should receive extensive training on a wide variety of police practices and procedures, including, but not limited to the following: patrol; rules of conduct; procedures for detention, arrest, booking, transport, and provision of medical care for arrestees; use of force guidelines including defensive tactics, takedown and pain compliance maneuvers, handcuffing techniques, use of batons, less -lethal weapons, or restraint devices, and use of firearms. Members should receive training on the police department's procedures for investigating and reviewing allegations of misconduct and use of force, including officer - involved shootings and in -custody deaths; addressing activities such as large-scale protests; and handling calls or interactions with historically disenfranchised and marginalized communities, such as persons with mental illness, the LGBTQ community, homeless individuals, and persons with disabilities. Members should also become familiar with the history, culture, and concerns of the communities served by the law enforcement agency. Finally, members should receive specific training on their oversight agency's operations and procedures including complaint intake and investigation, mediation, if available, data analysis practices, and disciplinary procedures; evaluating credibility, reaching findings, and due diligence requirements; procedures for hearings and meetings; and developing policy recommendations. Board and commission members should be encouraged to participate in ride -along opportunities with their local police department, too. These orientation, training, and continuing education activities are essential for nearly all persons within the oversight structure, regardless of whether that person is a paid staff member or a volunteer board member and regardless of the model of oversight. All oversight practitioners should strive to be well prepared, and they should be justifiably perceived as knowledgeable by the public and the police in order to maximize the probability of earning lasting support. 30 65D-159 Chapter 11. Establishment of Policies and Procedures How will I carry out the day-to-day operations of the agency? How can 1 ensure that the policies and procedures help to achieve the goals and meet the community's needs? It is strongly recommended that policies and procedures from existing oversight agencies be carefully studied before deciding what's best for the new or strengthened agency. The Appendix section includes links to NACOLE member organizations, as well as international resources, with examples of enabling legislation, regulations, and procedures from agencies across the United States. When contacted directly, many agencies are ready and willing to candidly discuss the pros and cons of their own structures, policies, and procedures. Oversight agencies will be well served to consider the following issues when establishing their day-to-day operational policies and practices: 1. Complaint screening method and criteria 2. Strategies for looking beyond the police department's disciplinary system and individual cases of alleged misconduct 3. Identifying opportunities for proactively and collaboratively working with law enforcement agencies to improve operations and internal systems of accountability 4. Selection criteria for volunteer board and committee members 5. Training expectations 6. Compensation for expenses of volunteers (i.e., travel to and from meetings, training, and professional development opportunities) 7. Levels of investigation, review, or monitoring available given available resources Procedural impediments can sometimes result from a lack of up -front attention to foreseeable variations in financial resources. For example, if an agency starts out with sufficient funding to conduct formal, thorough, and complete investigations or reviews of all complaints presented, and the agency commits to maintaining that standard regardless of future declines in available budgetary funds, the agency may quickly find itself subject to case backlogs that are sure to negatively impact its credibility in the community. Depending on the security of funding, it may therefore be preferable for some agencies to focus their resources on those complaints or issues determined to have a significant policy impact on the community as a whole. 31 65D-160 Chapter 12. Properly Acknowledging Victims of Misconduct How can we support victims of real or perceived police misconduct or criminal acts committed by police officers? It is very important to realize that a victim's reality is based on his or her own experience and not on an oversight practitioner's expertise. It is generally not prudent for an oversight practitioner to listen to a complaint and immediately respond with a statement or conclusion that the police officer's action did or did not violate police department policy — even when that may appear to be the case. Oversight agencies must honestly project themselves as caring places where people can expect a welcoming ear and a helpful response. One of the most crucial needs of someone who feels they have been mistreated by law enforcement is the need to have their concern genuinely heard and acknowledged, regardless of the eventual outcome of any forthcoming investigation. One important way to ensure that victims of wrongdoing are being properly acknowledged by oversight is to train staff to become active listeners. Among other things, this requires training in withholding premature judgments or attempting to educate the complainant on police department policy before hearing the complainant's full concern. The initial intake of a complaint can often be the most important encounter the complainant will have with an oversight agency. Complainants should be assured that their story will be heard as they want to state it, and that the information will be carefully screened to determine what action the agency may take within its established authority. Some oversight agencies form screening committees to examine each new complaint and ensure that it is processed in accordance with the agency's duty and authority. Ideally, such screening committees should include multiple members with a goal of ensuring that any potential ethnic, race, gender or age -related bias be minimized as much as possible. Acknowledging victims can also help them understand what limitations exist in oversight's ability to respond to their concerns. It is deeply important not to create false expectations by overpromising what can be done. This requires every member of an oversight agency, staff at all levels included, to know what alternative external resources may be available for those cases that the agency is not allowed to take on itself. Every discussion at a case screening should include where to refer the complainant if no action is possible by the agency on the complainant's behalf. 32 65D-161 Chapter 13. Gathering and Analyzing Data What information can or should I gather and analyze that will allow me to better understand police misconduct and the need for continued accountability measures in our community? How can we use these data to make recommendations for effective changes? A review of annual reports from various oversight agencies reveals there is great variety in what is included in these documents. This variety of information is often a result of the type of oversight model that is employed, as well as the specific requirements of the local enabling legislation. Even with these differences, at a minimum, descriptive statistics should be offered to give a sense of the demand for civilian oversight and the justification of utilizing resources to support an oversight agency. These statistics may include internal metrics of the level of agency performance: 1. Number of service inquiries 2. Number of complaint intakes 3. Screening case categorization distributions 4. Case disposition distributions 5. Policy recommendations Some agencies include process measures as well in their periodic reports. These measures may include: 1. Number of cases backlogged or waiting for service 2. Average time taken to complete an investigation 3. Staff caseload distribution 4. Average time taken to reach a final disposition in a case Reported outcome measures vary a great deal from agency to agency as they depend on localized needs and are affected by the complexity of cases worked. A sample of outcome measures that are reported on may include: 1. Number of complaints determined to be Unfounded 2. Number of complaints determined to be Not Sustained 3. Number of complaints determined to be Sustained 4. Number of complaints determined to be Exonerated 33 65D-162 5. Number of complaints for which the oversight agency did not have jurisdiction to investigate or reach a finding 6. Number of complaints that were Administrative Closed for reasons such as the following: a. Loss of contact with the complainant b. Investigation of the complaint was determined to be demonstrably false on its face In crafting periodic reports on the work of your oversight agency, it is advisable to emphasize police department policy changes that have taken place as a result of your work. To provide the public with them most complete picture of your agency, you should also consider providing data that illustrates any resistance to a recommended policy change as well. It is also critical to present and analyze data from the police department. This may include2: 1. Police use of force, broken down in a way that can be understood by police management, local government, and the public 2. Injuries to and deaths of persons in custody 3. All complaints and their dispositions 4. Stops, searches, and arrest data that includes sufficient demographic data 5. All criminal proceedings, including domestic violence 6. Motions to suppress granted based on officer's constitutional violation(s) 7. All disciplinary and non -punitive action taken against employee 8. All awards and commendations 9. Traffic collisions, both preventable and non -preventable 10. Firearms qualifications 11. Assignments 12.Training 13. Civil lawsuits and administrative claims 14. Vehicle pursuits 2 The United States Department of Justice has required similar measures be gathered in early warning systems, sometimes referred to as early intervention systems, by local American law enforcement agencies. 34 65D-163 Chapter 14. Goal Measurement What information can or should we gather and analyze that will us to measure our agency's impact (e.g., complaint sustain rates, levels of community satisfaction, levels of community trust, lawsuits, settlements, uses of deadly force, policy changes, compliance rates, or early warning system indicators)? With the goal of improving the public's trust in the police, surveys of the public and police can be a useful method for obtaining repeat measures in levels of trust and mutual cooperation and support over time. A local university can be an important partner to help create valid research instruments suited to the community served. This effort is further aided by data provided by police agencies. To ensure cooperation in this effort, provisions for access to police data should be specified in the enabling legislation. If appropriate, the tracking of monetary settlements of lawsuits or the awards made to victims of police misconduct will help measure the success and cost efficiency of an agency over time (See Chapter 13 above). Complainant and respondent satisfaction measures are used by a few agencies but so much depends on how these are constructed and implemented that they are not usually recommended as the best way to demonstrate agency impact. Most agencies work for the greater good of the community, not on the side of either complainant or respondent. This need for maintaining neutrality often causes dissatisfaction for one of the two parties. An agency that can document major police department policy changes is more likely to survive than one that closes hundreds of complaint cases but cannot document changes in policy. It is important to occasionally sample community groups to get a sense of how many people know that your agency exists. It is recommended that each agency sets goals to increase the percentage of citizens that not only are aware of the agency but have had opportunities to meaningfully engage with the process and help improve public safety in their own community. 35 65D-164 Chapter 15. Writing Reports What reports will we need to produce to sustain a level of transparency regarding police conduct and the work being done by our agency? Writing is an essential skill in the practice of civilian oversight and it is always a good to remember the audience. A report that uses a lot of technical jargon and bureaucratic speech may not be the best way for a citizen to capture what they need or want to know. You will need to develop a format that works for use in your particular community. Many examples are available, including on the NACOLE website. For example, reports produced by agencies that manage a complaint processing system may include: 1. A summary of the complainants articulation of what happened, when, where, etc. 2. The policy violation alleged 3. A description of the investigation methods 4. A summary of the respondents position statement 5. The agency disposition of the complaint 6. Policy recommendations The agency will at times be called on to do special reports that may incorporate multiple complaints stemming from a civil disturbance, use of excessive force during a permitted demonstration, or a request by an elected official or judicial authority to conduct an inquiry focused on a particular kind of wrong doing, like profiling during traffic stops. Whatever the reason for the report, clear, objective, and fact -based writing and analysis are critical to an oversight agency's ability to effect change. 36 65D-165 Chapter 16. Conducting Outreach and Communicating with the Public What steps can we take to communicate and engage with the community that will allow us to develop continued understanding of their needs AND allow them to know what work is being done by the oversight agency? The need to hear from, and meaningfully engage with, the community and to give the community a voice in policing has been a significant part of oversight's history dating back to its growth following the Civil Rights Movement of the 1960s. Different approaches to communicating and engaging with the community have been adopted over the years, some successful and some not. Recent developments like social media, for example, offer important opportunities to connect with stakeholder groups in new and exciting ways. Engaging youth, through outreach in the schools, through social media and online public service announcements, including "know your rights" guides to interacting with the police, should be a priority of any oversight agency. Agencies should also have a clear policy for releasing information to the public, and all staff or board or commission members must follow it carefully. It is recommended that all media contacts be managed or designated by the agency director, board chair, or designated public information officer. In addition, the community outreach or public information officer on staff should be authorized to prepare press releases to alert the media every time you have something important to report to the community. Community outreach is usually the responsibility of the agency Director or a dedicated staff person who is highly visible in the community and is particularly skilled at community engagement. Unfortunately, this staff position is often the first one cut when there is a budget deficit. It is important to remember that the best community outreach is by word of mouth from persons who have been served by your agency. However, initially, very few people will know that you are open for business and a full blown media campaign is a very good idea. Some agencies will put up posters on busses and trains to announce their availability to a large segment of the population. Police oversight agencies must be on radio and television programs to help educate the populace and market your services. Participating in community events and networking opportunities will make the agency more visible. One important partner in an overall outreach and engagement strategy is the independent press. Therefore, relationships with local, regional, and national press partners are something that should be cultivated and attended to regularly. bhbni9 37 65D-166 Chapter 17. Characteristics of Effective Oversight What are the necessary components of effective oversight? There is no right answer as to what an effective police oversight body "must' look like. Over time, many have found that flexibility is key; however, there are some features that effective police oversight shares, and they are as follows: A. Independence. The oversight body must be separate from all groups in order to garner trust by being unbiased. B. Adequate funding. Oversight bodies must have enough funding and spending authority to fulfill the duties set forth in the enabling legislation. This includes enough money for adequate staff and money to train that staff. C. Complete and unfettered access. This includes access to all police agency personnel and records, but it also means access to decision makers in both the law enforcement agency and elected officials. D. Ability to influence decision -makers. The ability of oversight to provide input and influence micro -level decisions (i.e., individual use of force or complaint investigations) and macro -level decisions (i.e., policy -related or systemic issues) E. Ample authority. Whatever the model of oversight, it must have enough authority to be able to carry out its mandate and stand up against the inevitable forces and pressures that will the organization and its staff will face. F. Community and stakeholder support. Maintaining community interest and support is important for sustaining an agency through difficult times, especially when cities or governments look to cut services and budgets.3 G. Transparency. Reporting publicly provides transparency and accountability to the community, and typically includes complaint analysis and other observations about the law enforcement organization and its practices. Reporting also increases public confidence in the oversight agency, as much of the work related to complaint investigations may be confidential and protected from public disclosure.4 ' http://nacole.org/wp-content/uploads/Oversight-in-the-United-States-Attard-and-Olson-2013.pdf ° http://nacole.org/wp-content/uploads/Oversight-in-the-United-States-Attard-and-Olson-2013.pdf 38 65D-167 Chapter 18. Ongoing Training and Professional Development What steps can we take to build on and enhance staff and volunteer skills, knowledge, and abilities? Every opportunity to advance the knowledge and skills of staff and volunteers is a wise investment. Experts from other jurisdictions or organizations like NACOLE can provide basic and advanced training initially, at least until systems are developed locally to ensure that oversight meets local needs. It is also recommended that as many staff and supporters as possible attend any training conferences that may be offered in other countries, states, or jurisdictions. Who should attend training events? 1. Oversight agencies, their members, and staffs 2. Elected officials and other representatives of local governments 3. Members of civic, civil rights, and other advocacy groups that seek to promote greater police accountability 4. Law enforcement agencies and their staffs that seek to learn more about citizen oversight and that also want to broaden their knowledge of police accountability issues 5. Academics, researchers, and students who are conducting or planning to conduct research in this area 6. Journalists and others interested in learning more about citizen oversight developments in the United States and abroad What kinds of technical assistance, advice, and training should be offered to communities that want help? The agency should develop and provide a clearinghouse of information for communities that want to start up new oversight agencies or improve already existing ones. A website that contains many useful resources and materials should be made available to everyone. Will training be required? Training should be offered at multiple levels so that newcomers can access basic information and experienced persons may take more advanced sessions aimed at the enhancement of skills. 39 65D-168 The Appendix section includes examples of the knowledge incorporated in training events conducted by NACOLE. Who will provide the training and how often? The answer to this question depends on what funding resources are available. Developing a local support network that allows staff and members to acquire new knowledge or skills is important. Seeking advice and information from experts is also important. Eventually, as funding materializes, oversight agencies should prioritize continuing education and professional development opportunities so as to keep up with new developments in this specialized field of study and practice. 65D-169 Chapter 19. Conclusion — Identifying and Addressing Challenges and Opportunities What challenges will we face right now? What challenges will we face in the near -term or will they be ongoing? What opportunities exist to advance the agency's mission and provide effective oversight of the police? Any agency, no matter its tenure, will be subjected to many different challenges over the developmental course of its existence. Initially, the agency must build credibility, which requires a great deal of patience and persistence. Staff and volunteers must be well trained. Critics and supporters will need to be informed about the role, authority, and limitations of the model of oversight. Diluted systems should be avoided. Inadequate funding, lack of independence, and the lack of access to critical information will make a skeptical public even more skeptical and will not result in real change in policing. One of the first questions to consider is whether the oversight system will focus on the traditional realm of complaints or if the community sees a broader role for oversight. Many oversight agencies have merged features from the different systems to address their specific needs. Still, if systems are too weak to be effective, they will fail or simply wither before healthy change in police culture can be achieved. It is a good strategy to be known as a creative agency that changes over time to address the current needs of the community. If the investment is made and pays off in improved police performance, it should help identify high -risk law enforcement employees or high -risk areas of operation. Greater confidence in law enforcement also pays off in reduced crime and safer communities, as more people are willing to report crime and testify in criminal cases. All oversight bodies have limited authority and civilian oversight alone cannot ensure police accountability. Genuine change must be seen as desired by law enforcement leadership. And oversight must be seen as contributing to the solution. Additional internal and external mechanisms are needed. Consider characteristics of the population, law enforcement agency being overseen, and local, state, and federal law, among other critical information, when deciding what type of system will best suit a community's unique needs and resources. The 21stAnnual NACOLE Conference in Riverside, California, featured an important session facilitated by principals from the National Initiative for Building Community Trust and Justice, an effort designed to improve relationships and increase trust between communities of color and the criminal justice system. More information about the National Initiative can be found on their website, http://trustandoustice.org. NACOLE 41 65D-170 was invited to participate, and has been working to ensure citizen oversight has an important role to play in their programmatic efforts. They report that: A. Reconciliation facilitates frank conversations between communities and law enforcement that allow them to address historic tensions, grievances, and misconceptions between them and reset relationships. B. Procedural justice focuses on how the characteristics of law enforcement interactions with the public shape the public's views of the police, their willingness to obey the law, and actual crime rates. C. Implicit bias focuses on how largely unconscious psychological processes can shape authorities' actions and lead to racially disparate outcomes even where actual racism is not present. In response to protests over the fatal shooting of Michael Brown in Ferguson, Missouri, as well as other incidents nation-wide that exposed the rift in the relationships between local police and the communities they are sworn to protect and serve, President Barack Obama established the Task Force on 21 st Century Policing. The President charged the task force with identifying best practices and offering recommendations on how policing practices can promote effective crime reduction while building public trust. The task force released its final report in May 2015. The final report is available here: www.cops.usdoo.gov/pdf/taskforce/taskforce finalreport.pdf. The report provides a road map of sorts, for communities and law enforcement agencies to use in their efforts to reform and rebuild public trust. Civilian oversight alone is not sufficient to gain legitimacy; without it, however, it is difficult, if not impossible, for the police to maintain the public's trust. 42 65D-171 Appendix Summary of "Thirty Principles of Community Oversight of Policing" presentation by Dr. Eduardo I. Diaz at the Causal en Comun 4tn National Conference 1. Affirmation Repeatedly affirm supra -ordinate common goal: Public Safety, Shared Security Responsibility, and Resist Us versus Them Thinking, Value Diverse Perceptions and Experience of Reality. 2. Commonality Learn from international experience: Power and Influence, Listening to All, Current Events, Reinvention Prevention, and Corruption Variables. 3. Cooperation Partners don't always agree: Desirable Policing, Constructive Peace and Conflict, Commendations and Criticisms, Building Community. 4. Trust Work to earn community trust: Assessment of Wants, Accountability, Criticism Expectation, Admission of Imperfection, Surveys. 5. Integrity Be known for independent judgment and fairness: High Standards, Thorough and Complete, Preservation of Evidence, How You Treat People, Speaks Truth to Power. 6. Complexity No model is the best fit for all time: Community History, Culture and Political Context, Evidence Quality, Memory, Power Dynamics, Laws. 7. Compassion Realize cops, and critics, are human first: Prejudice and Implicit Bias, Human Nature, Victim and Offender, Understanding Privilege. 8. Teamwork Do not work alone: Fellowship of Parenting, Screening, No One Irreplaceable, Multiple Perspectives, Cross Training, Age and Gender Balance. 9. Teaching Educate police and critics: Human Rights, Constitutional Policing, Restorative Justice, Consequences of Militarization, Legitimate Actions. 43 65D-172 10. Confidentiality Trust is difficult to earn and easy to lose: Respecting Both Confidentiality and Procedural Transparency, Quiet Diplomacy, Some Things are Best Unsaid, Consider Safety. 11.Independence Struggle to achieve and maintain independence: Funding, Politics, Staff, Boards, Credibility, Reporting Relationships, Conflicts of Interest. 12. Authority Legislate the strongest possible at the time: Windows of Opportunity, Changes by Design, Voting, Moral Authority, Consensus or Sense of the Meeting. 13. Efficiency Wisely invest time and treasure: Screening, Selection, Training and compensation, Investigation, Policy Impact, Procedural Impediments. 14. Belonging Create a support group of fellow travelers: Peer Support Network, Professional Mentoring, Respect of Elders, Professional Tribe, Not Alone. 15. Truth Be genuine, honest and respectful: Media Relations, Community Outreach, Situational Variables, Lawful but Awful, Varieties of Truth. 16. Partnerships Work to attract allies: Civil Society Group Activity, Faith Community Partners, Enhancing Community Cooperation, and Engagement Workshops. 17. Intention Act to build, not weaken, community engagement: Citizen Clients, Partners, Patience and Persistence, Peace with Justice, Safe for all Security. 18.Change Learn from every injustice and error: Resistance Analysis, Mining Complaints, Policy Change, Disparate Outcomes, and Unjust Law Modification. 19. Creativity Be creative with conflict management: Police/Community Workshops, Nurturing Relationships, Crisis Utilization, Timing Interventions. 20.Openness Be open to new or different methods: Risk Management, Technology, Mediation, Outside Typical Process, Science, Restoring Confidence. 44 65D-173 21. Assessment Measure success by greater good, not win/lose: Evaluation Criteria, Recurrent Queries, Continuing Revelations, and Multiple Perspective Analyses. 22.Accountability Focus on accountability, not blame: Understanding Family Violence Dynamics, Self-deception, Wrongdoing Reporting Resistance, Street Credibility. 23. Learning Study Organizational Structure, Process and Outcomes: Models and Pitfalls, Over -reaching Mistakes, Error Analysis, Chain of Causality. 24. Development Helps people grow and take over: Caring for Others, Support, Empowering Volunteers and Staff, Professional Development/Training. 25. Listening Hear all voices, help them be heard: Gives Voice to Underserved, Minority Reports, Thorough Intake Sensitivity, Least We Can Do. 26. Ethics Respected by peers: Open to Evidence, Competence, Investigatory Credibility, Professional Code of Conduct, Training, Due Process. 27. Humility Accept your limitations: Arrogance Insurance, Value Dissent, Credit Etiquette, Awards as Opportunities, Gift Recognition, Honoring Founders. 28. Courage Choose battles with long term vision: Honorable Retreats, Limitations of Sacrifice, Tough Skin, Necessity of Criticism, and Emotion Acceptance. 29. Wisdom Know when to struggle and when to accept: Letting Go, Retirement, Succession Planning, Continuing Improvements, Best Current Practice. 30. Responsibility Grow the Movement: Sharing Experience, Lessons Learned, Skill Development, Early and Mid -Career Empowerment, Startup Assistance. 4s 65D-174 Certified Practitioner of Oversight Recommended Reading List NACOLE offers a Certified Practitioner of Oversight (CPO) Credential through its annual conferences. This program recognizes oversight practitioners who have achieved a high level of professional oversight training and encourages employers and oversight agencies to financially support and encourage participation in these voluntary training programs. To earn the CPO Credential, a person must participate in designated training sessions at three qualifying conferences in a five-year period, and satisfy supplemental reading requirements. The 2008 NACOLE Conference was the first qualifying conference for this program. The Credential is valid for five years from the date of the first qualifying conference. Please select any two from the list to complete the reading requirement of the certificate program. Scholarly Books • Balko, Radley. Rise of the Warrior Cop: The Militarization of America's Police Forces. (Public Affairs, 2013) • Bayley, David H. What Works in Policing. (Oxford, 1998) • Buren, Brenda Ann. Evaluating Citizen Oversight of Police (LFB Scholarly Publishing LLC, 2007) • Chevigny, Paul. Edge of the Knife: Police Violence in the Americas (The New Press, 1997) • Human Rights Watch (Allyson Collins). Shielded from Justice: Police Brutality and Accountability in the United States. • Dunn, Dr. Ronnie and Wornie Reed. Racial Profiling Causes & Consequences (2011) • Goldsmith, Andrew J. Complaints Against the Police: The Trend to External Review (Clarendon Press, 1991) • Goldsmith, Andrew J. Civilian Oversight of Policing: Governance, Democracy and Human Rights (Hart Publishing, 2000) • Gottschalk, Petter. Policing the Police: Knowledge Management in Law Enforcement (Nova Science Publishers, 2009) • Harris, David A. Profiles in Injustice: Why Police Profiling Cannot Work. (New Press, 2002) • Jones, Gareth. Conducting Administrative, Oversight & Ombudsman Investigations. (Perfectbound, 2009) • Kappeler, Victor, Richard Sluder and Geoffrey Alpert. Forces of Deviance: Understanding the Dark Side of Policing (Waveland Press, 1998) • Klinger, David. Into the Kill Zone: A Cop's Eye View of Deadly Force. (Jossey- Bass, 2006) • Lersch, Kim M. Policing and Misconduct (Prentice Hall, 2002) 46 65D-175 • Noble, Jeff and Geoffrey Alpert. Managing Accountability Systems for Police Conduct: Internal Affairs and External Oversights (2008) • Perez, Douglas W. Common Sense about Police Review. (Temple University Press, 1994) • Prenzler, Tim. Preventing Misconduct and Maintaining Integrity: Advances in Police Theory and Practice (2009) • Perino, Justina. Citizen Oversight of Law Enforcement. (ABA, 2007) • Skolnick, Jerome H. and James J. Fyfe. Above the Law: Police and the Excessive Use of Force (Free Press, 1994) • Walker, Samuel. Police Accountability: The Role of Citizen Oversight. (Wadsworth Professionalism in Policing Series, 2001) • Walker, Samuel and Archbold, Carol. The New World of Police Accountability. (Sage Publications,2013) • Wilson, James Q. Varieties of Police Behavior. (Athenaeum, 1968) U.S. Constitutional Law • Sue Davis. Corwin and Peltason's Understanding the Constitution. (17th ed., 2008) • Domino, John C. Civil Rights and Liberties in the 21st Century. (2010) Biographical Books • Domanick, Joe. To Protect and to Serve: The LAPD's Century of War in the City of Dreams. (Figueroa Press, 2003) • Quinn, Michael W. Walking with the Devil: The Police Code of Silence: What Bad Cops Don't Want You to Know and Good Cops Won't Tell You. (Quinn and Associates Publishing and Consulting, 2011) Peer -reviewed Articles, Publications, and Reports • Bobb, Merrick. "Civilian Oversight of the Police in the United States," Saint Louis University Public Law Review, Volume 22, Number 1. (2003) • Bobb, Merrick. "Internal and External Oversight in the U.S.," PARC Issues Paper. (October 2005) • DeAngelis, Joseph and Kupchik, Aaron. "Citizen Oversight, Procedural Justice, and Officer Perceptions of the Complaint Investigation Process", Policing: An International Journal of Police Strategies & Management, Vol. 30 Iss: 4, pp.651 — 671 (2007) • De Angelis, Joseph, "Assessing the Impact of Oversight and Procedural Justice on the Attitudes of Individuals Who File Police Complaints," Police Quarterly, Volume 12, No. 2, 214-236. (June 2009) • Ferdik, Frank, Jeff Rojek and Geoffrey P. Alpert., "Citizen Oversight in the United States and Canada: An Overview," 14 Police Practice and Research, 104-116 (2013) 47 65D-176 • Finn, Peter, "Citizen Review of Police: Approaches and Implementation," National Institute of Justice (March 2001) • Iris, Mark, "Illegal Searches in Chicago: The Outcomes of 42 USC 1983 Litigation," 32 St. Lewis University Public Law Review 123 (2012) • Livingston, Debra. "The Unfulfilled Promise of Citizen Review." Ohio State Journal of Criminal Law, 653-669 (2004) • Lopez, Christy E., "Disorderly (mis)Conduct: The Problem with 'Contempt of Cop' Arrests," American Constitution Society. (June 2010) • Miller, Joel and Cybele Merrick. "Civilian Oversight of Policing: Lessons from the Literature," Vera Institute of Justice, Global Meeting on Civilian Oversight of Police, Los Angeles, May 5-8, 2002 (2002) • Stone, Christopher, Todd Foglesong and Christine M. Cole, "Policing Los Angeles Under a Consent Decree: The Dynamics of Change in the LAPD," Program in Criminal Justice Policy and Management, Harvard Kennedy School (May 2009) • International Association of Chiefs of Police, "Protecting Civil Rights: A Leadership Guide for State, Local, and Tribal Law Enforcement. (September 2006) • Police Assessment Resource Center, "Review of National Police Oversight Models for the Eugene Police Commission." (February 2005) • Pitcher, Kris E., Andre Birotte, Jr., and Django Sibley, "Developing Effective Interactions," The Police Chief 77: 46-48, (May 18, 2010) • Prenzler, Tim and Colleen Lewis, "Performance Indicators for Police Oversight Agencies," Australian Journal of Public Administration, Vol. 64 Issue 2, 77 — 83. (May 31, 2005) • Schwartz, Joanna C., "What Police Learn from Lawsuits," 33 Cardoza Law Review 841 (February 2012) • U.S. Department of Justice. "Principles for Promoting Police Integrity: Examples of Promising Police Practices and Policies." (January 2001) • U.S. Department of Justice. "Taking Stock: Report from the 2010 Roundtable on the State and Local Law Enforcement Police Pattern or Practice Program, 42 USC § 14141, NCJ 234458. (September 2011) • Vera Institute of Justice, "Building Public Confidence in Police through Civilian Oversight." (September 2002) • Walker, Samuel. "The New Paradigm of Police Accountability: The US Justice Department 'Pattern or Practice' Suits in Context," 22 Saint Louis University of Public Law Review 3 (2003) U.S. Department of Justice, Civil Rights Division Findings Letters o Ferguson Police Department: Findings Report (2015) o Newark Police Department: Findings Report (2014) o Albuquerque Police Department: Findings Letter (2014) o Cleveland Division of Police: Findings Letters (2014) o City of Miami Police Department: Findings Letter (2013) o Los Angeles Sheriff's Department: Antelope Valley stations (2013) 4s 65D-177 Portland Police Bureau: Findings Letter (2012) New Orleans Police Department: Findings Report (2011) o Puerto Rico Police Department: Findings Letter (2011) o Seattle Police Department: Findings Letter (2011) Special Independent Commissions/Blue Ribbon Reports • Final Report of the President's Task Force on 215t Century Policing. (2015) • U.S. Commission on Civil Rights. Who is Guarding the Guardians? A Report on Police Practices. (1981) • U.S. Commission on Civil Rights. "Revisiting 'Who is Guarding the Guardians?" (November 2000) • National Advisory Commission on Civil Disorders (Kerner Commission). (1968) • Report of the Independent Commission on the Los Angeles Police Department (Christopher Commission). (1991) • Five Years Later: A Report to the Los Angeles Police Commission on the Los Angeles Police Department's Implementation of Independent Commission Recommendations. (1996) • Los Angeles County Sheriffs Department: Report by Special Counsel James G. Kolts and Staff. (1992) • Los Angeles County Citizens' Commission on Jail Violence. (September 2012) • The City of New York, Commission to Investigate Allegations of Police Corruption and the Anti -Corruption Procedures of the Police Department (Molten Commission). (1994) • Rampart Independent Review Panel. "Rampart Reconsidered — The Search for Real Reform Seven Years Later." (2000) Approved by the NACOLE Board of Directors 2015. 49 65D-178 Recommended Training for Board and Commission Members NACOLE is committed to establishment, development, education and technical assistance for local civilian oversight agencies. NACOLE is also committed to supporting the training of appointed board, committee, and commission members so that they may acquire the understanding, knowledge, and skills necessary to perform responsibly in their assignment in civilian oversight in law enforcement. Providing new members with the information they need to perform effectively is a critical step in the development of a strong board or commission. The responsibilities for developing and implementing an effective program of board orientation are shared between oversight practitioners and the board itself. There must be a commitment to developing a well-informed board, one with the knowledge needed to lead an effective organization. Civilian oversight boards are comprised of individuals with a variety of backgrounds. They have differing life, cultural, professional and educational backgrounds and varying degrees of exposure to law enforcement and corrections professionals, municipal government operation, the criminal justice system, and the full and diverse range of communities served by local law enforcement agencies. The types and depth of relevant training depend on the role, duties and authority of the board or commission. Some boards and commissions review all documents, statements and evidence discovered in investigations while others render decisions based on summaries or presentations by agency investigators or law enforcement managers. Others deal solely with broader policy issues. Each agency must critically assess the tasks and functions its members will perform and determine the skills, expertise or training they need to acquire in order to perform their duties. As such, NACOLE has not mandated minimum structured training programs or hourly classroom requirements in connection with member appointments. 1. Orientation a. Civilian Oversight of Law Enforcement i. Civilian Oversight of Law Enforcement ii. Models of Civilian Oversight 65D-179 b. Local Oversight Agency i. Historical Account Leading to establishment of the oversight agency ii. Charter, Ordinance, Municipal Code establishing oversight agency iii. Community Expectations of Oversight Agency iv. Local Government Expectations of Oversight Agency c. Legal Considerations i. Public records and public meeting laws ii. Confidentiality requirements iii. State / Local Laws relating to peace officers' personnel actions, rights and privacy iv. Case law concerning stops & detentions, search, seizure and arrest, rights of arrested persons v. Steps in the criminal justice process: arrest, booking, arraignment, bail, hearings, trial d. Local Law Enforcement Agency i. Organization, history, and cultural evolution of the law enforcement agency 1. Role and responsibilities of patrol, custodial and specialized units 2. Chain of command and supervisory responsibilities 3. Written communication system and training procedures ii. Patrol practices and procedures 1. Duties of patrol officers, sergeants and managers iii. Rules of conduct for officers iv. Agency procedures re: detentions and searches of persons and vehicles v. Booking, custody and prisoner transport procedures 1. Medical screening 2. Handling and processing of prisoner property vi. Juvenile procedures vii. Traffic stop procedures viii. Use of force guidelines and procedures (lethal and non -lethal). For example, 1. Defensive tactics 2. Takedown and pain compliance holds and maneuvers 3. Handcuffing techniques 4. Baton use 5. Use electronic control devices, OC spray, and restraint devices 51 65D-180 6. Firearms ix. Investigation and review of shootings and in -custody deaths x. First amendment activities xi. Training, resources and procedures for dealing with mentally disturbed individuals and individuals under the influence of drugs or alcohol Ai. Community and cultural awareness: Understanding the history, culture, and concerns of communities served by the law enforcement agency xiii. Community relations and outreach xiv. Biased based policing / racial profiling xv. The complaint, investigative and disciplinary processes xvi. Mediation of complaints xvii. Evaluating credibility and reaching findings xviii. Procedures and practices for misconduct investigations, including interviewing and report writing, collection and preservation of evidence, sources of information, and due diligence standards. e. Board Procedures i. Intake Procedures ii. Investigative Procedures and Practices iii. Hearings / Meetings iv. Case Review, Presentation, Findings v. Communications vi. Policy Recommendations 2. Potential Sources For Training a. Civil Rights / Community / Public Interest Organizations i. American Civil Liberties Union (ACLU) ii. National Alliance on Mental Illness (NAMI)\ iii. Homeless Advocacy Organizations iv. Urban League v. Mediation Centers b. Government Organization Resources i. Mayor / City Manager / County Supervisor / County Administrative Executive ii. US Attorney / State Attorney General / County Counsel / City Attorney iii. Public Defender's Office iv. FBI (Color of Law Abuses by public officials) v. Risk Management Department vi. Presiding Judges 52 65D-181 c. Law Enforcement Academy i. Recruit Training ii. Menu Training iii. In -Service Refresher Training d. Visits to Law Enforcement Facilities i. Headquarters and Division Stations ii. Communications / Dispatch / 911 Facilities iii. Jail Detention Facilities iv. Juvenile Detention Facilities v. Crime Laboratories vi. Medical Examiner Facilities e. Ridealongs i. Patrol ii. Special Units 1. K-9 2. Homeless Outreach 3. Special Events (Sporting Events, Conventions, Conferences) 4. Vice Squad 5. Gang Suppression Qualification Standards for Oversight Agencies Qualification Standards For Oversight Investigators 1. Education 1. A bachelor's or an equivalent degree, or a combination of education and relevant experience. Competent oversight investigators must possess sophisticated analytical and written communication skills, and must become proficient in a wide variety of subject areas, from case law on search and seizure, to cultural awareness to the latest research on perception and recollection. A college degree is an excellent indicator of likely proficiency in these areas. 2. Preferred Experience 1. Three (3) years' experience conducting civil, criminal or factual investigations that involved gathering, analyzing and evaluating evidence, conducting interviews with friendly and adverse witnesses and documenting information in written form. Applicable experience would include: criminal investigations conducted for a law enforcement or a prosecuting agency; criminal defense investigations in the public or private sector; investigating allegations of misconduct or ethical violations 53 65D-182 (especially involving public officials or police officers); investigations conducted in connection with litigation or hearings conducted by a government agency; personnel investigations; civil rights investigations and investigations of human rights abuses; investigations and audits of fraud or abuse. 3. Required Knowledge, Skills, and Ability 1. Knowledge of investigative techniques and procedures. 2. Ability to conduct detailed factual interviews with aggrieved individuals filing complaints, with friendly, neutral and adverse witnesses, with police officers and managers, and with experts such as medical practitioners, law enforcement trainers, crime lab personnel, etc. 3. Ability to write clear, concise, well -organized and thorough investigative reports. 4. Ability to communicate professionally and courteously with individuals from a wide variety of cultural and socio-economic backgrounds, to develop sensitivity to a variety of communication styles, to elicit information from reluctant individuals and to provide information in a clear and articulate manner. 5. Ability to plan investigations and to prioritize multiple tasks and meet required deadlines, and to conduct investigations of a highly confidential and sensitive nature. 6. Ability to organize and present information using matrices, timelines and relational database software. 7. Ability to analyze and apply relevant laws, regulations and orders to the facts of the case being investigated. 8. Ability to use initiative, ingenuity, resourcefulness and sound judgment in collecting and developing facts and other pertinent data. 9. Knowledge of evidence handling and preservation procedures, of skip - tracing techniques to locate witnesses and of legal and criminal justice procedures. 10.Ability to conduct investigations in an objective and independent manner and to adhere to high standards of ethical conduct and to evaluate evidence and make findings without bias or concern for personal interest. 54 65D-183 Suggested Standards For Supervisory Investigators: 1. Education 1. A bachelor's or an equivalent degree. 2. Experience 1. Five (5) years' experience conducting civil, criminal or factual investigations that involved gathering, analyzing and evaluating evidence, conducting interviews with friendly and adverse witnesses and documenting information in written form. Applicable experience would include: criminal investigations conducted for a law enforcement or a prosecuting agency; criminal defense investigations in the public or private sector; investigating allegations of misconduct or ethical violations (especially involving public officials or police officers); investigations conducted in connection with litigation or hearings conducted by a government agency; personnel investigations; civil rights investigations and investigations of human rights abuses; investigations and audits of fraud or abuse. 3. Required Knowledge, Skills & Abilities In addition to the skills and knowledge required for investigators, the following should be required. 1. Ability to plan, conduct and supervise complex and difficult investigations, including those involving serious allegations of misconduct (such as officer -involved shootings and in -custody deaths), investigations involving a large number of complainants, witnesses or officers, high -profile investigations and those involving multiple law enforcement agencies or significant policy issues. 2. Ability to train, advise, motivate, and mentor new and veteran investigators on an individual level and through a formal and ongoing training program. 3. Ability to implement investigative procedures and standards consistent with best practices for civilian oversight agencies. 4. Ability to review the work of investigators to ensure that the investigation is thorough and the factual findings and analyses are sound. 5. Ability to set an example of professionalism, ethical conduct and commitment to a quality work product. 55 65D-184 6. Commitment to civilian oversight. 7. Knowledge of criminal justice procedures, investigative techniques and issues involving police and civilian oversight practices and police - community relations. 8. Ability to effectively communicate, both orally and in writing, with agency staff, members of the law enforcement agency, government managers and members of the diverse communities served by the law enforcement and the civilian oversight agency. 9. Ability to edit reports and other written materials prepared by investigative staff for clarity and style. 10.Ability to establish investigative procedures and standards consistent with best practices for civilian oversight agencies Suggested Standards For Oversight Executives: Directors, Auditors, and Monitors 1. Qualifications For Civilian Oversight Executives 1. Education 1. A bachelor's or an equivalent degree. Master's degree, Juris Doctorate, or Ph.D. is highly desirable. 2. Experience 1. At least four (4) years of experience in the field of public or private administration or in the practice of law. 2. Prior managerial or supervisory experience. 3. Required Knowledge, Skills & Abilities 1. Creative, innovative and outgoing leader with recognized judgment, objectivity and integrity with a commitment to achieving solutions and results 2. Strong passion for community relations and outreach with the ability to build strong, yet independent working relationships with a wide array of constituents and community representatives particularly, experience working with multicultural/ethnic communities 56 65D-185 3. Ability to bridge community and institutional concerns around fairness and justice issues and knowledge of social problems, community attitudes, organization and subcultures 4. Work effectively within the framework of governmental and judicial structures 5. Exceptional analytical, verbal and written communication skills 6. The ability to manage people 7. Knowledge of organization and management practices and methods, including goal setting, program development and implementation, employee supervision, personnel management, employee relations, team building, budget development and financial management 8. High level of resiliency and the ability not to personalize adversity 9. The ability to interact and operate effectively with various stakeholders, e.g., elected and appointed officials, law enforcement officers and administrators, community groups, and others 10. The ability to work independently, fairly and objectively 11. Effective facilitation, negotiation and diplomacy skills 12.A willingness to make a long-term commitment to the organization 13. Knowledge of general legal principals and statutory law including knowledge of employer -employee hearing and administrative procedures 14. Knowledge of principles, practice and procedures related to conducting investigations and administrative hearings including rules of evidence and due process 15. Knowledge of police administration and organization, and the rules, laws and regulations thereof 57 65D-186 NACOLE Code of Ethics Preamble Civilian oversight practitioners have a unique role as public servants overseeing law enforcement agencies. The community, government, and law enforcement have entrusted them to conduct their work in a professional, fair and impartial manner. They earn this trust through a firm commitment to the public good, the mission of their agency, and the ethical and professional standards described herein. The standards in the Code are intended to be of general application. It is recognized, however, that the practice of civilian oversight varies among jurisdictions and agencies, and additional standards may be necessary. The spirit of these ethical and professional standards should guide the civilian oversight practitioner in adapting to individual circumstances, and in promoting public trust, integrity and transparency. Personal Integrity Demonstrate the highest standards of personal integrity, commitment, truthfulness, and fortitude in order to inspire trust among your stakeholders, and to set an example for others. Avoid conflicts of interest. Conduct yourself in a fair and impartial manner and recuse yourself or personnel within your agency when a significant conflict of interest arises. Do not accept gifts, gratuities or favors that could compromise your impartiality and independence. Independent and Thorough Oversight Conduct investigations, audits, evaluations and reviews with diligence, an open and questioning mind, integrity, objectivity and fairness, in a timely manner. Rigorously test the accuracy and reliability of information from all sources. Present the facts and findings without regard to personal beliefs or concern for personal, professional, or political consequences. Transparency and Confidentiality Conduct oversight activities openly and transparently, providing regular reports and analysis of your activities, and explanations of your procedures and practices to as wide an audience as possible. Maintain the confidentiality of information that cannot be disclosed and protect the security of confidential records. 65D-187 Respectful and Unbiased Treatment Treat all individuals with dignity and respect, and without preference or discrimination including, but not limited to: age, ethnicity, citizenship, color, culture, race, disability, gender, gender identity, gender expression, housing status, marriage, mental health, nationality, religion, sexual orientation, socioeconomic status, or political beliefs, and all other protected classes. Outreach and Relationships With Stakeholders Disseminate information and conduct outreach activity in the communities that you serve. Pursue open, candid, and non -defensive dialogue with your stakeholders. Educate and learn from the community. Agency Self -Examination and Commitment to Policy Review Seek continuous improvement in the effectiveness of your oversight agency, the law enforcement agency it works with, and their relations with the communities they serve. Gauge your effectiveness through evaluation and analysis of your work product. Emphasize policy review aimed at substantive organizational reforms that advance law enforcement accountability and performance. Professional Excellence Seek professional development to ensure competence. Acquire the necessary knowledge and understanding of the policies, procedures, and practices of the law enforcement agency you oversee. Keep informed of current legal, professional and social issues that affect the community, the law enforcement agency, and your oversight agency. Primary Obligation to the Community At all times, place your obligation to the community, duty to uphold the law and to the goals and objectives of your agency above your personal self-interest. Adopted by the Board of Directors on August 12, 2015 59 65D-188 Pre -Post Test Strongly Disagree Disagree Neutral Agree Strongly Agree 1 2 3 4 5 1. Citizens can be trusted to assist the police- 2- Police officers know how to speak to civilians. 3. Civilians are qualified to assess police wrongdoing- 4- There is nothing wrong with current police/community relations- 5- Fighting crime is more important than protecting rights- 6- Police tell the truth more frequently than complainants. 7. Police, on the job, should welcome observation by citizens- 8- Police officers generally treat civilians with respect- 9- Civilians generally treat police officers with respect. 10. Prejudice is under control in the police department. 11. There is more racism in the community than in the police department. 12. The best response to police during a traffic stop is to silently accept what happens. 13. Standing up for your rights is the best response to police authority during a traffic stop. 14. All arrests have a positive impact on public safety. 15. Citizens are likely to report serious wrongdoing by family members. 16. Police officers are likely to report serious wrongdoing by other police officers. 17. Police officers are more objective than citizens. 18. Most police officers never abuse power or control. 19. Police only make traffic stops in the interest of public safety. 20. I feel stressed when I have to talk to the police. 21. I believe citizens should do more to confront wrongdoing. 22. An officer of the same race/ethnicity will likely treat a citizen better. 23. Gender differences have little impact on encounters involving civilians and police. 24. Police departments provide a complaint friendly environment for civilians. 25. Police treat citizens fairly, regardless of race, gender or ethnicity differences. 60 65D-189 Additional Resources and Links NACOLE www.nacole.org European Partners Against Corruption/ European contact -point network: Police Oversight Principles https://nacole.org/wp-content/uploads/European Police Oversight Principles.pdf Articles and Documents: http://nacole.org/wp-content/uploads/Oversight-in-the-United-States-Attard-and-Olson- 2013.pdf An excellent overview by two past presidents of NACOLE, Barbara Attard and Kathryn Olson http://staticl .squarespace.com/static/5498b74ce4b01 fe3l 7ef2575/t/54caf3abe4bO4c8e 2a3b6691 /1422586795583/Review+of+National+Police+Oversig ht+Models+%28 Feb.+2 005%29.pdf A detailed study of police oversight models conducted in 2005 by the Police Assessment Resource Center (PARC) http://www.firescience.org/building-trust-in-law-enforcement/ A good article about various community / law enforcement partnerships and programs. http://www.nyc.gov/html/ccrb/html/outreach/calendar.shtml An outreach activities calendar of the CCRB in New York, New York http://www.post-gazette.com/opinion/Op-Ed/2015/05/10/W hat-does-good-policing-look- like-Here-are-10-policies-that-every-police-department-should- adopt/stories/201505100056 What Good Community Police Practice Should Look Like (An op-ed article from the Pittsburgh Post -Gazette) http://www.riversideca.gov/cprc/Outreach/Outreach Activity Table.htm The outreach log for the Riverside Community Police Review Commission in 2015 Complaint Forms: Albany, NY: http://www.albanylaw.edu/media/user/qlc/police review board/cprbcomplaintfinal5701 rt 1.pdf Atlanta, GA: http://acrbgov.org/wp-content/uploads/2010/08/Complaint-form-Corrected- Copy-March-2015.pdf Austin, TX: http://www.austintexas.gov/department/complaint-process 61 65D-190 Denver, CO: http://www.denvergov.org/Portals/374/documents/OIMCCForm.Of Los Angeles, CA: http://www.oig.lacity.org/#!filing-a-complaint/clkrl Miami, FL: http://www.ci.miami.fl.us/cip/pages/Services/BrochuresForms.asp Philadelphia, PA: http://www.phila.qov/pac/PDF/complaintform.pdf Portland, OR: http://www.portlandonline.com/Auditor/Index.cfm?c=42860 Salt Lake City, UT: http://www.slcdocs.com/civreview/complaintform.pdf San Diego, CA: http://www.sandiego.gov/citizensreviewboard/pdf/complaint.pdf San Francisco Bay Area Rapid Transit District (BART): http://bart.gov/Policecomplaint San Jose, CA: http://www.sanooseca.qov/DocumentCenterNiew/14705 Washington, D.C.: http://Policecomplaints.dc.gov/service/complaint-forms-and- brochures International Resources: Universal Declaration of Human Rights http://www.un.org/en/documents/udhr/ United Nations Code of Conduct for Law Enforcement Officials http://www.ohchr.org/EN/ProfessionallnterestIPages/LawEnforcementOfficials.aspx Canadian Association for Civilian Oversight of Law Enforcement (CACOLE) http://www.cacole.ca/ U.S.A. Resources: Core Competencies for Civilian Oversight Practitioners https://nacole.org/about-us/core-competencies-civilian-oversight-practitioners/ Police Assessment Resource Center http://www.parc.info/ U.S. Department of Justice, Civil Rights Division, Special Litigation Section http://www.mustice.qov/crt/special-litigation-section National Initiative for Building Community Trust and Justice http://trustandoustice.org 62 65D-191 ImDlicit Bias Resources Rightful Policing http://www.hks. harvard.edu/programs/criminallustice/research-publications/executive- sessions/executive-session-on-policing-and-public-safety-2008- 2014/publications/rightful-policing Teaching Tolerance http://www.tolerance.org/Hidden-bias Implicit Bias and Law Enforcement (Police Chief Magazine) http://www.policechiefmagazine.org/magazine/index.cfm?fuseaction=display arch&articl e id=2499&issue id=102011 American Denial: Independent Lens http://video.pbs.org/video/2365422025/ Project Implicit https://implicit.harvard.edu/implicit/ The Nature of Implicit Prejudice http://www.fas.harvard.edu/—mrbworks/articles/InPress Shafir.pdf The Nature of Contemporary Prejudice http://www.vale.edu/intergroup/PearsonDovidioGaertner.pdf State of the Science: Implicit Bias Review 2013 http://kirwaninstitute.osu.edu/docs/SOTS-Implicit Bias.pdf Recent Reports and Journal Articles: Final Report of the President's Task Force on 21 st Century Policing www.cops.usdoo.gov/pdf/taskforce/taskforce finalreport.pdf The Impact of Psychological Science on Policing in the United States: Procedural Justice, Legitimacy, and Effective Law Enforcement http://psi.sagepub.com/content/l 6/3/75.full 63 65D-192 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: DECEMBER 15, 2020 TITLE: PUBLIC HEARING — 2021 DOWNTOWN BUSINESS IMPROVEMENT DISTRICT ASSESSMENT /s/ Kristine CITY MANAGER CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1� Reading ❑ Ordinance on 2od Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO 911111111100 :]qC7 RECOMMENDED ACTION 1. Conduct a public hearing to consider all protests regarding the intention to levy an assessment for 2021 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 City Council determines that no valid majority protest was lodged, adopt a resolution confirming the assessment report, and levying the assessment for 2021. DISCUSSION On November 17, 2020, the City Council approved the 2021 assessment report and budget for the Downtown Santa Ana Business Improvement District (BID). Additionally, the City Council adopted a resolution of Intention to Levy the 2021 assessment pursuant to California Streets and Highways Code section 35600 et seq. and scheduled the public hearing to consider protests to this action for its regular meeting of December 15, 2020. Business owners affected by the 2021 annual BID assessment may present written and/or oral protests during this public hearing. If written protests are received from business owners within the BID, whom will pay 50 percent or more of the proposed assessments and the protests are not withdrawn so as to reduce the number to less than 50 percent, the City Council will be precluded from taking any action to levy the 2021 assessment. The Intent to Levy BID Assessment List (Exhibit 2) provides a listing of businesses within the BID and the weighted protest value. Any written protests filed and not withdrawn must be reviewed to determine if they meet certain qualifications. This review will include a comparison of names and business owners with official City records. If it is determined that less than a majority protest is filed, the adoption of the subject resolution (Exhibit 3) will confirm the 2021 Assessment Report (Exhibit 2) for the BID and levy the assessments for 2021. The 2021 Assessment Report contains the basis and method of levying the assessment, estimated activities, and budgets from the two business associations — the Santa Ana Business Council and Downtown Inc., and a map of the BID boundaries. 75A-1 Public Hearing — 2021 Downtown BID Assessment December 15, 2020 Page 2 BACKGROUND On February 6, 1984, the City Council adopted Ordinance No. NS-1715 pursuant to state law, creating a Business Improvement District in Downtown Santa Ana. The BID was established as a means of providing the Downtown business community with the funding to promote events and create promotional materials, increase the security presence, enhance maintenance of the downtown shopping corridors, and implement streetscape improvements to the area. The BID is funded through an additional charge on the business license tax for those businesses within the BID boundary. The City Council activated the current BID on July 1, 2013. To administer the activities of the BID, the City executed operating agreements with Downtown Inc. and the Santa Ana Business Council in an effort to address the needs of the two business associations. These agreements contain provisions to ensure proper administration and distribution of funds such as the annual budget, financial record keeping, fund distribution, board composition, and meeting requirements. The agreements are renewed automatically in one-year renewal terms, unless either party gives at least a two -month notice of termination, or if the BID is not approved in any given year. If the BID is successfully renewed, each organization will receive approximately $100,000 (collected from the business license tax fee) per calendar year (January through December). In FY 2019-20, the BID, through the efforts of Downtown Inc. and the Santa Ana Business Council, accomplished several successful events and promotions that drew thousands of visitors to Downtown Santa Ana. These events and promotions included: First Saturday Artwalk, reinstated free Trolley rides, Savor Santa Ana, Boca De Oro Literary Festival, activation of the Promenades, Estrella TV promotion, monthly Santa Ana Sidewalk Sales, and the weekly Downtown Santa Ana newsletter. Both organizations also maintain social media accounts with over 35,000 active followers. Due to the COVID-19 pandemic, both organizations assisted businesses with the establishment of online delivery platforms, social media promotions, food islands and retail islands, and connected them with business recovery resources. FISCAL IMPACT There is no direct fiscal impact associated with this action. The City collects the BID revenue from businesses within the BID boundary and distributes funding to each organization, in accordance with approved operating agreements. Revenues will be deposited equally in the BID Trust and Agency Fund for Downtown Inc. and Santa Ana Business Council in account (Nos. 09301001- 24036 and 09301001-24043) respectively, and distributions to each organization will be made from the same accounts. Fiscal Impact Verified By: Kathryn Downs, CPA, Executive Director— Finance and Management Services Agency Submitted By: Steven A. Mendoza, Executive Director — Community Development Agency Exhibit: 1. 2021 Assessment Report 2. Intent to Levy BID Assessment List 3. Resolution 75A-2 EXHIBIT 1 DOWNTOWN SANTA ANA BUSINESS IMPROVEMENT DISTRICT 2021 ASSESSMENT REPORT Background On February 6, 1984, the City Council adopted Ordinance No. NS-1715 pursuant to Section 36500, et seq., of the 1979 State of California Streets and Highways Code, creating a Business Improvement District (BID) in Downtown Santa Ana. On October 6, 2003, the City Council appointed the Community Redevelopment and Housing Commission (CRHC) as the Downtown Santa Ana Business Improvement District Advisory Board. As the BID Advisory Board, the CRHC is responsible for making recommendations to the City Council on the expenditure of revenues derived from the levy of assessments, on the classification of businesses, as applicable, and on the method and basis of levying the assessments (including the annual budget). The BID was established as a means of providing the Downtown business community with the funding to promote the Downtown through events and advertising pieces; funding to increase security and enhance the overall aesthetics of the area; and also to maintain the downtown shopping corridors. Improvement Area Boundaries The geographic boundaries of the district remain unchanged from the original 1984 area, and they include over 500 retail, service, and professional members (see Exhibit 2). Assessment Formula The formula for the BID tax levy also remains unchanged from the original 1984 ordinance and is based on the category and/or sales volumes of the business (see Attachment A). 413141-Wrg0M1:JFTP Based on the feedback from the two Associations, Downtown Inc. and the Santa Ana Business Council, the 2021 BID Budget focuses on the continuation of promotions and marketing of the BID. Some of the promotion and marketing will be focused on Downtown events and advertising pieces, which are all designed to enhance the overall aesthetics of the area and also to maintain the downtown shopping corridors. Detailed breakdowns of the two groups' budgets are attached (Attachment B). The assessments from the 2021 BID are estimated at $200,000 to be split evenly by Downtown Inc. and the Santa Ana Business Council —the two business groups that have spearheaded this BID process. Any remaining funds from the previous year will be incorporated into a reserve fund for the groups' 2021 budgets. This reserve funding may be used for additional events and promotions throughout the year. In 2021, the two representative business associations are proposing to host several virtual events, some special events (pending COVID-19 regulations for special events), promotion of outdoor dining and retail sales, and general promotion and marketing of the Downtown, as well as some traditional annual events that will be safe for community members to attend, including: ANNUAL EVENTS • Boca de Oro (COVID Modified Mixed Event/Digital & Outdoor Screening Event) • Fashion Show (COVID Modified Digital Event) • Katrina Contest (COVID Modified Outdoor Event) • Soundwave Festival (COVID Modified Digital Event) • Plaza Navidenas (COVID Modified /Santa Ana P&R) • Tree Lighting Ceremony (COVID Modified / Santa Ana P&R) • Halloween Characters/ Trolley Engagement (COVID Modified) • Black Friday & Small Business Saturday (DTI & SABC Digital Modified Event) • Business Luncheon (DTI & SABC Digital Event In Progress) 75A-3 • Easter Festival (SABC) • Savor (DTI & SABC) • Blade Cup (East End) • Block Party (East End) • Viva La Vida • Elder Adults Festival (Senior Center) • Dia del Nino (El Centro Cultural de Mexico/ Sponsored SABC) BI QUARTERLY EVENTS • Patches & Pins Retail Sales Outdoors (COVID Modified 4m Street Market/ Blue Lot) • Patchwork Festival (COVID Suspended) • The Coop (Clayton @ Slushcult, Second Street Promenade) MONTHLY EVENTS • Artwalk (Callejon de Beso -Weekend Paint Parties in the Alley) (COVID Modified) • Artwalk (1st Saturdays, Arts Forward —Highlighting SAUSD Arts) (COVID Modified) • Artwalk (211 Saturdays, The Hot Hour — Maria the Hot Tortilla Presents (COVID Modified) • Artwalk (3'd Saturday, Open Stage — Briana Harley Presents Santa Ana Artists (COVID Modified) • Gente Market (2x Per Month at the Blue Lot) Social Distance Friendly Event • Witch walk (3'd Saturdays, Digital Event) (COVID Modified) • Amigas Social Club (Business Mixer/Workshops, Alta Baja Market) (COVID Modified) • Kid Friendly Cities (Mommies Unidos/ Amigas Social Club Workgroup — Kid Mayor) • Drive -In Movies (Frida Cinema House) (COVID Modified Events) • Alternative Bazaar (COVID Modified Events) BI-MONTHLY • Restaurant Association Meetings (Planning for Bridal Event- Possibly COVID Modified) • Bridal Association Meetings (Suspended due to COVID) • Side Walk Sales (SABC) (11t and 3'd Weekend of the Month, SABC Permit Suspended COVID) WEEKLY EVENTS • Loteria Mexicana/ Spurgeon Paseo (Every Sunday,SABC) (Creating Modified Digital Contest) • Clowns & Face Painting (SABC) (Suspended due to COVID) • Santa Ana Sundays Series (SABC) (Suspended due to COVID) • Discount Wednesday (Every Wednesday, SABC) (Radio Campaign Ended) • Music at the Market (Every Tuesday, DTI/SABC) • Elite Fitness Free Yoga (2"d Street Promenade, DTI) Social Distance Friendly Event ONE TIME EVENTS • Turkey Give Away with La Ranchera 99 (Still In Progress) Other programming for the associations will include ongoing social media marketing, funding for the Downtown Restaurant Association, Bridal Association, Art Association, Professional Internship Programs, downtown stakeholder meetings, holiday promotions, website development and maintenance, and ongoing support for small businesses. 75A-4 EXHIBIT 1- ATTACHMENT A BUSINESS IMPROVEMENT DISTRICT BOUNDARY CHIC CENTER DR. EIGHTH ST. a a saNra Wren RLVD, ❑ awE rac c EIR❑1:1 El"' o ❑ _ FIFTH ST. SAWA ANA RLVD R ❑ ❑ ❑ ❑�❑ ❑ 1 FOURTH ST. J7--1 Cl El 1:1 L THIRD ST. 131:1 F—I 1:1 SECOND ST. � fJ o❑�❑E❑�❑ fIRSi^Si. II iL f Santa Ana Business Improvement District O 311DOMMarles 75A-5 EXHIBIT 1 —ATTACHMENT B 2021 ANNUAL ASSESSMENT FORMULA The following businesses located within the boundaries of the Business Improvement District (BID), classified under City Ordinance NS 1690 as Amusement Services, Pawnbrokers, Service Station and Classification A, including, but not limited to Retail Sale of Goods, Hotel and Motels, Theaters and Food Establishments, shall pay an amount equal to one and one-half times their annual business license fee. Businesses classified as Commercial Rental Property, Rental Property, Residential and Rooming House shall pay an amount equal to one -quarter times their annual business license fee. All other businesses, including Professions, Trades and Services within the boundaries of the proposed Business District, shall pay an amount equal to their annual business license fee. Once the assessment formula is established, it cannot be changed without written notice to all businesses within the boundaries of the proposed Business Improvement District and a public hearing held by the City of Santa Ana. 75A-6 EXHIBIT 1 - ATTACHMENT C DOWNTOWN BUSINESS IMPROVEMENT DISTRICT (BID) 1 of 2 Budgets Downtown Inc. BID Funds2421 January 1. 2421-December 31, 2021 Categories Projected Ex -eases BUDGET Contractors BuVneSs C-onsulfant - 5mol ar Corp SSI,'S111t Adlminiafrntiwc Staff Insurance ubw Tec hnology $3,m Guugle Appa, Cxrruba, Afutsc, Cu Ir, I-Juaripru�l Animoto, Malchimp, Dropbox, "int Rogrstry kk.mhFmhip 1M1fcAk ..Iran try3ext,. PRIn BAnnnoP Snft Office Supplies $1,554 FilmlMedia Equipment, Duplication, Mau, Shipping Web-osiinq/WeeblyfGododdyjActiwe Domain Communication Stock Photog,aohy/Designs S1$4 Weekly Newsletter $2,-5�10 Graphic Design $1,544 I?1atosroMs $1,254 Wmjl uyruphy $S,UUU Meetings/Stakeholider Groups $a,105 %u m#Ctacxdki lion fvlec lirkp, Buu n1 Mlga, Rc:taurant Assoc, ArFiut Rlacrs, Rc idcnt A&Kcn Annurl I Lmr_h and An"irg AAtp.. Cltx[mnrh. Cm in Input GatherinplReport Gluts hAorkefn Promotions Events COVID Safe Equipment $1,754 Hufjduy Evenh j1,y Savor Santa Ana Snntn Ann Ad,edin Summit 51,25¢ IYU51c ahthe Market S2.544 Branded Materials $:544 Free Yoga/Promenade Activities 51,:W0 District nners &Signage $1,254 Boca de Oro $I,1SU Downtown Thmads Training $1,54U CDAJI DA, f Iacemala ng, Othcr Online Fraf essional Service s MarkcforJPmmoter $750 Social Media Caardinatc U,4w MU51C Coordinator $7sa Dues 8 Subscriptions $1,310 Santa Ana Chamtrer of Commerce, IDA, Associations Auditsl Financial Repads S4,250 Ac counta nt, Tax Returns, Other lWsc. Expenses Suppf es. Rel d Expense5, Stamps, Contingencies, Mc intenance $1,37b Total $100,000 75A-7 EXHIBIT 1 - ATTACHMENT C DOWNTOWN BUSINESS IMPROVEMENT DISTRICT (BID) 2 of 2 Budgets Santa Ana Business Council BID Fund 2021 January 1, 2021 - December 31, 2021 Contractors $ BUDGET 59.000,00 Diamond Heart Enterprises $ 48,Da0.00 ThemNiand Entertainment $ 11,DOO.DD Insurance $ 4.500,00 insurance $ 4,D00.DD Fees & Taxes $ 500.DD Office Administration $ 1,000.00 Web Domain & Hosting $ 400.Da Office Supplies $ 600.DD Events & Marketing $ 11.200 00 Baca de Ora $ 6,500.Da Meetings $ 1,DOO.DD Downtown Threads $ 1,D00.D0 Savor Santa Ana $ 2,700.DD General Sponsorship $ 10,000.00 Dia de Las Muertes (E Centro) $ 6,DOO.DD Tamalado Festival $ 2,DOO.DD Older Folks Fair (Birch Park) $ 2,DOO.DO Training & Educational Development $ 2,000.00 Fundraising Essentials $ 1,500.DD Fundraising Consulting $ 500.DD Dues & Subscriptions $ 1,200.00 International Downtown Assn $ 700.D0 One OC $ 300.DD Arts OC $ 200.DD ud'its & Financial Reports $ 9,600.00 Audit $ 5,DOO.DO Income Tax Retum $ 2,200.DD Bookkeeping $ 1400.Da Miscellaneous Expenditures $ 1,500.00 Total Reimbursements $ 100,000.00 75A-8 DATA AS OF 11/02/2020 Intent to Levy BID Assessment List EXHIBIT 2 Weighted Protest Value Number business_narne Property address BID Area BID Eligible (%of IDD%Total) 1 PEP BOYS, THE-MANNV/MOE/JACK 120 E ISTSTUNIT#A Yes Yes 1.17803% 2 PEP BOYS, THE-MANNV/MOE/JACK 120 E IST ST UNIT#B Yes Yes 0.69021% 3 SANTA ANA EXPRESS CAR WASH 202 E IST ST Yes Yes 0.46404% 4 NUNEZAUTO REPAIR 219 E IST ST Yes Yes 0.118577 5 ASBAAUTOMOTIVE, LLC 224E IST ST Yes Yes 0.1691 6 PU RPLE PEND M BRA LLC 224E IST ST Yes Yes 0.019857 7 MCDONALDS RESTAURANT 301 E IST ST Yes yes 1.27190% 8 MCDONALD'S USA LLC 301 E IST ST yes Yes 0.05928% 9 THEO HOLDINGS, LP 302 E 1ST ST Yes Yes 0.01812% 10 GO USED TI RES 302 E 1ST ST yes yes 0.178417 11 ROIC SANTA ANA, LLC (301, 307, 407, 419, 423, 431) 307 E 1ST ST Yes Yes 0.18042% 12 FARMACIA SANTA ANA 307 E IST ST U NIT#1-D Yes Yes 0.07850% 13 T-MOBILE LEASING LLC 307 E ISTSTUNIT#1E Yes Yes 0.111447 14 T-MOBILE WEST LLC 307 E ISTSTUNIT#1E yes Yes 0.23660% IS T-MOBILE FINANCIAL LLC 307 E 1STSTUNIT#1E yes Yes 0.774567 16 HIT MOBILE 307 E 1ST ST UNIT#1E Yes yes 0.37109% 17 JUGOS ACAPULCO WITH WINGS 307 E 1ST ST U NIT#A Yes yes 0.704847 IS KALI BOTANICA LATINA 312 E 1ST ST Yes Yes 0.05233% 19 ARRISTE 314E IST ST Yes Yes 0.120227 20 FOOD 4 LESS 382 315 E IST ST Yes Yes 6.12841% 21 ECOATM, LLC 315 E IST ST Yes Yes 0.01757% 22 ACE AUTO CARE, LLC 401 E IST ST Yes Yes 0.05233% 23 SUPERKIDSDENTAL 407 E IST ST U NIT#2A Yes Yes 0.08747% 24 PROCESSING CENTER OF ORANGE COUNTY/VIGO 407 E IST ST U NIT#2E Yes Yes 0.119677 25 TACO BELL#3434 411 E IST ST Yes Yes 0.71747% 26 MARSHALLS#1220 419 E 1ST ST Yes Yes 1.85763% 27 PRONTO PIZZA 200 W 1ST ST UNIT#104 Yes Yes 0.33925% 28 ANOTHER LEVEL SMOKE SHOP 200 W 1ST ST UNIT#105 Yes Yes 0.07850% 29 PROFESSIONAL SERVICES CENTER 210W 1ST ST Yes Yes 0.05233% 30 MOHALE, MICHA 210 W 1STST Yes yes 0.054167 31 BROADWAY FAMILY DENTISTRY 210 W 1STST Yes Yes 0.09625% 32 GONZALEZAUTO INSURANCE SVCS 210W 1ST ST Yes Yes 0.11391% 33 NUTRICION TOTAL 210W 1ST ST UNITS 107 Yes yes 0.119677 34 OMALE%A'S BEAUTY SALON 210 W IST ST UNIT#108 Yes Yes 0.05233% 35 HIMALAYAN THREADING SALON 210 W IST ST UNIT#109 Yes Yes 0.06624% 36 FLOR DE OAXACA 210 W IST ST UNITS 111 Yes Yes 0.13017% 37 COMERCIAL NUTRITION ME%ICANA 210W 1ST ST UNIT#112-11 yes Yes 0.07950% 38 VHD CONSTRUCTION, INC. 210 W 1ST ST UNIT#212 yes Yes 0.02635% 39 BEAUTY CLAM ACADEMY 210W 1ST ST UNIT#212 Yes Yes 0.12443% 40 OASIS SPA 210W 1ST ST UNIT#213 Yes Yes 0.05233% 41 TO CENTRO MOBILE 220 W IST ST UNIT#101 Yes Yes 0.13943% 42 CLINICA MEDICA MICHOACAN 220 W IST ST UNIT#102 Yes Yes 0.14016% 43 828PHO 220 W IST ST UNIT#103 Yes Yes 0.25471% 44 BROADWAY ARCO/AFG HANI FAMILY 302 W 1STST Yes Yes 1.12387% 45 HALL, TOM(101 S BIRCH ST) 310W 1ST ST Yes Yes 0.00877% 46 SANTA ANA SENIOR HOUSING LP 401W 1ST ST Yes Yes 0.22507% 47 MOHAMMAD, MOBIN& SINGH, DAVINDER 601 W IST ST UNIT#F101 Yes Yes 0.00659% 48 GONZALEZ, ALFONSO Is ALICIA 601 W IST ST UNIT#F105 Yes Yes 0.00659% 49 TEKCHANDANI, NARAIN 601 W IST ST UNIT#F201 Yes Yes 0.006597 50 WU, HONG 601 W IST ST UNIT#F204 Yes Yes 0.00659% 51 GUPTA, SUNEET 611 W IST ST UNIT#113 Yes Yes 0.00659% 52 IKIMBERLY ANNE LLC fill W 1ST ST UNIT#E102 Yes Yes 0.00659% 53 OIAO, LI O (A109/E103) 611 W 1ST ST UNIT#E103 Yes Yes 0.00659% 54 SADEGHI, MITRA&AALAM 611 W IST ST UNIT#E202 Yes Yes 0.00659% 55 ANDRA, KISHOREV 611 W IST ST UNIT#E203 Yes Yes 0.00657% 56 WU, HONG 611 W IST ST UNIT#E204 Yes Yes 0.00659% 57 GAO, OUANVIN&YANG, ZUIRONG 621 W 1ST ST UNIT#D102 Yes Yes 0.006597 58 ALPHA STRUCTURAL, INC 104W 2ND ST Yes Yes 0.02635% 59 RUNNING WITH SCISSORS HAIR STUDIO 106 W 2ND ST Yes Yes 0.05233% 60 SAINT CITY BARBERS 151 W 2ND ST Yes Yes 0.06990% 61 NOVEL IP 191 W 2ND ST yes Yes 0.00000% 62 JAY'SCATERING, INC. 207 W 2ND STUNIT#A&B yes Yes 0.46660% 63 ICA ELKS LODGE NO 794 207 W 2ND STUNIT#B Yes Yes 0.07850% 64 LOLA GASPAR 211 W 2ND ST Yes Yes 0.374387 65 THECOURTATARTISTSVILLAGE 301W2NDST Yes Yes 0.22068% 66 EVA'S BEAUTY SALON 103 EBRD ST Ves Ves 0.04062% 67 THE POINTE SHOP 200 E3RD ST Ye s Is 0.25636% 68 BUTTERFIELD, LEE C/FESTIVAL 210 EBRD ST Yes Yes 0.02928% 69 TAPIA, CANDELARIO 216 EKED ST Yes Yes 0.01317% 75Ar9 70 FESTIVAL HALL 220 E ERG ST Yes Yes 0.52918% 71 FESTIVAL HALL 220 E ERG ST Yes yes 0.01026% 72 GILLY'S BARBERSHOP 109 W ERG ST Yes Yes 0.05233% 73 CALIFORNIATEAM REALTY 190 W ERG ST Yes Yes 0.052337 74 ALFA INVESTMENTS & LOANS 190 W ERG ST Yes Yes 0.20238% 75 CEDELCO CONSTRUCTION 190 W ERG ST Yes Yes 0.10503% 76 DOWNTOWN SUGAR 218 W RED ST Yes Yes 0.24410% 11 SANDY'S BEAUTY SALON 305 W RED ST Yes Yes 0.064047 78 SANTOS PIZZA 307 W 3RD ST Yes Yes 0.03952% 79 EL INDIO BOTANASV CERVEZA 309 W 3RD ST Yes yes 0.503387 80 ACE MESSENGER& ATTORNEY SERVICE 310 W 3RD ST Yes Yes 0.08966% 81 LAW OFFICES OF CHRISTOPHER P RUIZ 315 W RED ST Yes Yes 0.10503% 82 LAW OFFICES OF LOIDA D TELLEZ 315WRED ST Yes yes 0.19250% 83 HARRISTAYLOR MANAGEMENT INC 315 W RED ST Yes Yes 0.19579% 84 EAST SECOND STREET LLC 315 W RED ST Yes Yes 0.149687 BS MOITAHEDI, MICHAEL LAW OFFICES 322 W RED ST Yes Yes 0.19286% 86 NGUYEN, DIANA 500 W RED STUNIT#A105 yes Yes 0.00659% 87 CUSTOM FLOORING DESIGNED BVARAEL 600 W RED STUNIT#1178 Yes Yes 0.06990% 88 G&R ELITE BUILDING MAINTENANCE 600 W ERG STUNIT#AI01 yes yes 0.058197 89 HAKIMI, FARZIN 600 W RED STUNIT#A103 Yes Yes 0.00659% 90 ICERRUTI-TIP ITTO, PATRICIA 600 W RED STUNIT#AILS Yes Yes 0.00659% 91 1 K LVICTORVILLE LLC 600 W RED STUNIT#A210 yes Yes 0.00659% 92 MAHTANI 2011 (#A212 &B206) 600 W RED STUNIT#A212 yes Yes 0.00769% 93 LABRA, CLAUDIO 600 W RED STUNIT#A216 yes Yes 0.00659% 94 FTI HOLDINGS, INC. 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DESIGN ASSOC., INC. 220N BUSH ST Yes Yes 0.168717 463 IQ RISK INSURANCE SERVICES LLC 225N BUSH ST Yes Yes 0.32754% 464 DONALD KROTEE PARTNERSHIP INC 230 N BUSH ST Yes yes 0.166517 465 FABVS WIGS 232 N BUSH ST Yes Yes 0.07850% 466 THEMGOODS DISTRIBUTION 243N BUSH ST Yes Yes 0.15773% 467 FORKAN, JOE A. 265N BUSH ST yes yes 0.03074% 468 BARBARINO, RICHARD 265 N BUSH ST Yes Yes 0.00659% 469 PARKING CO OF AMER CAL 300N BUSH ST Yes Yes 0.054897 470 LA CASA BLANCA BEAUTY SALON 300N BUSH ST Yes Yes 0.06038% 471 PARKING CO OF AMERICA/CAL 302N BUSH ST yes Yes 0.01391% 472 ELMA'S BEAUTY SALON 308N BUSH ST Yes Yes 0.10576% 473 ELISA RADILLO TRUST (308,310,& 312) 308N BUSH ST yes yes 0.013087 474 JALISCO BRIDAL FOTO&VIDEO 310N BUSH ST Yes Yes 0.08509% 475 ILAS CASUELAS 312N BUSH ST Yes Yes 0.07850% 476 EAT CHOW 313N BUSH ST yes Yes 0.51601% 477 THE WILCOX GROUP, LLC 712N BUSH ST yes Yes 0.01757% 478 CUSTOM AUTO SERVICE 302 N FRENCH ST yes Yes 0.243737 479 LOCKOUT MUSIC STUDIOS 320 N FRENCH ST Yes Yes 0.13028% 480 LEFT OF THE DIAL RECORDS 320 N FRENCH ST UNIT#5 Yes Yes 0.12900% 481 M&AGABAEE,ACALLTDPTNERSHIP 102N MAIN ST Yes Yes 0.05178% 482 CVS/PHARMACY#9583 102N MAIN ST Yes Yes 2.670077 483 RITEAID#5759 III MAIN ST Yes Yes 1.66111% 484 SWINERTON 200N MAIN ST Yes Yes 0.052337 485 DGWB VENTURES LLC 217 N MAIN ST UNIT#M22 Yes Yes 0.01308% 486 3211 E MANDEVILLE, LLC 300 N MAIN ST Yes Yes 0.01308% 487 MIX MIX KITCHEN BAR 300 N MAIN ST Yes Yes 0.467707 488 DUEL, EBRAHIM 301 N MAIN ST Yes Yes 0.02479% 489 WESTERN WOMENS INSTITUTE, INC. 301N MAIN ST Yes Yes 0.11391% 490 TONY'S BASEMENT 302N MAIN ST Yes Yes 0.00007% 491 TONY'S BASEMENT 302N MAIN ST Yes Yes 0.07850% 492 OMAKASE BY GINO 304N MAIN ST Yes Yes 0.38646% 493 QUAN M. TRAIN, O. D. OPTOM ETRV 305N MAIN ST Yes Yes 0.096257 494 MAD LI N E TATTOO 307N MAIN ST Yes Yes 0.05929% 495 WESTERN DENTAL SERVICES INC 500 N MAIN ST Yes Yes 0.41244% 496 LOCKOUT MUSIC STUDIOS 501N MAIN ST yes yes 0.21336% 497 CROSSFIT DOWNTOWN SANTAANA 503N MAIN ST Yes Yes 0.13248% 498 SA CLINICA MEDICA GENERAL 505N MAIN ST Yes yes 0.00000% 499 MAIN ST PHARMACY 510N MAIN ST Yes Yes 0.03952% 500 515 N MAIN LLC 515 N MAIN ST Yes Yes 0.03285% 501 MLFADDEN PUBLIC MARKET 515 N MAIN ST Yes Yes 0.39853% 502 DOKUDAI RAVEN 515 N MAIN ST UNIT#B Yes Yes 0.22177% 503 MUNCHIES OC LLC 515 N MAIN ST UNIT#C Yes Yes 0.52534% 504 WINGS &BOWLS 515 N MAIN ST UNIT#C Yes Yes 0.15480% 505 PLEB SYSTEMS, INC. (CHEBA) 517 N MAIN ST Yes Yes 0.09179% 506 1CLINICA MEDICA FAMILIAR DE SANTAANA 517N MAIN ST Yes Yes 0.25434% 507 CAMINO NUEVO FAMILY HEALTH CLINIC 517 N MAIN ST U N IT#100 Yes Yes 0.00000% 508 SOUTH GATE ROSE PHARMACY INC 517 N MAIN ST UNIT#101 Yes Yes 0.43696% 509 RAPLISA MEDICAL MANAGEMENT, INC. 517 N MAIN ST U N IT#200 Yes Yes 0.34949% 510 MAIN OPTICAL 517 N MAIN ST U N IT#201 Yes Yes 0.08710% 511 SO CALAUTO REGISTRATION 517 N MAIN ST U N IT#220 Yes Yes 0.052337 512 ALLIANCE OF LATINO HEALTH SERVICES MED GROUP, INC 517 N MAIN ST U N IT#220 Yes Yes 0.08747% 513 CACERES, JULIO DDS 517 N MAIN ST U N IT#300 Yes Yes 0.105037 514 AGUILAR, SERGIO DDS 520N MAIN ST Yes Yes 0.11381% 515 AQUEVEQUE, JOSE(&109 W CAMILE) 520N MAIN ST Yes Yes 0.00878% 516 NUVIEW OPTOMETRIC CENTER 520 N MAIN ST U N IT#120 Yes Yes 0.08747% 517 INEW FOUNDATION MEDICAL GROUP 520 N MAIN ST U N IT#120 Yes Yes 0.26276% 518 APEX HOME HEALTHCARE SERVICES 520 N MAIN ST U N IT#200 Yes Yes 0.73302% 519 A M E R I CAN W EST H EA LTHCAR E SO LUTIO N 520 N MAIN ST U N IT#220 Yes Yes 0.05233% 520 NEW FOUNDATION MEDICAL GROUP 520 N MAI N ST U NIT# 220 Yes Yes 0.26277% 521 APEX HOSPICE CARE, INC. 520 N MAIN ST U NIT# 250 Yes Yes 0.76193% 522 APEX HOME CARE LLC 520 N MAIN ST U NIT# 250 Yes Yes 0.379147 523 JACK IN THE BOX #3180 601 N MAIN ST Yes Yes 0.75645% 524 THE ENS FUND, LLC 601 N MAIN ST Yes Yes 0.028737 525 JACK IN THE BOX #3180 601 N MAIN ST Yes Yes 0.07850% 526 OXFORD CONSTRUCTION 620 N MAIN ST Yes Yes 0.05270% 527 SUKARNE 631N MAIN ST Yes Yes 0.07857 528 POLADIAN, JACQUELINE J00N MAIN ST Ves Ves 0.03339% 529 SUBWAY#63685 J00N MAIN ST Ves Ves 0.30466% 530 7-ELEVEN STORE#3JIOIA 700 N MAIN ST UNIT#B Yes Yes 0.619767 531 1EXPRESS ELECTRICAL SERVICE 700 N MAIN ST UNIT#C Yes Yes 0.10503% 75A .rl 5 532 BURGER KING43094916 70IN MAIN ST Yes Yes 0.65324% 533 OC CENTER OF LEGALSVCS ZIIN MAIN ST Yes yes 0.10503% 534 Z'S KITCHEN 715 N MAIN ST Yes Yes 0.03952% 535 SOMBRERO STREET 719N MAIN ST Yes Yes 0.60988% 536 ORIGINAL MIKE'S 100 S MAIN ST Yes Yes 0.07850% 537 100 SOUTH MAIN STREET LLC 100 S MAIN ST Yes Yes 0.06496% 538 FIRESTONE COMPLETE AUTO CARE#016748 101 S MAIN ST Yes Yes 0.54565% 539 WNC REAL ESTATE PARTNERS LP IOON ROSS ST Yes Yes 0.2239Z% 540 EMILIO GONZALEZ PAINTING 30O E SANTA ANA BLVD U NIT#214 Yes Yes 0.06368% 541 SANTA ANA CA I I SG F LLC 20O W SANTA ANA BLVD Yes Yes 0.15883% 542 THE REEVES LAW GROUP 20O W SANTA ANA BLVD UNIT#600 Yes Yes 0.37694% 543 BAGBY, GAIDOS&ZACHARY, LLP 200 W SANTA ANA BLVD UNIT#950 Yes Yes 0.35059% 544 WILSON AND PESOTA, LLP 200 W SANTA ANA BLVD UNIT#970 Yes Yes 0.00000"A 545 SA ATHLATIC CLUB 518 W SANTA ANA BLVD Yes Yes 0.05233% 546 JA INSTITUTE OF BARBERING AND COSMETOLOGY 520 W SANTA ANA BLVD Yes Yes 0.05237% 547 BEST CONSTRUCTION SERVICES, INC. 520 W SANTA ANA BLVD Yes Yes 0.10503% 548 OC CIVIC CENTER DEVELOLPMENT LLC 550 W SANTA ANA BLVD yes Yes 0.03614% 549 CIVIC CENTER LLC 600 W SANTA ANA BLVD Yes Yes 0.2007% 550 RASCH INVESTIGATIONS 600 W SANTAANA BLVD yes Yes 0.07026% 551 IMMIGRATION 4U 600 W SANTAANA BLVD Yes Yes 0.07685% 552 JORANGE COUNTY REPORTER 600 W SANTA ANA BLVD Yes Yes 0.35736% 553 M C D GENERAL SERVICES 600 W SANTA ANA BLVD Yes Yes 0.07539% 554 DANTE'S COFFEE&TEA 600 W SANTA ANA BLVD UNIT# 100 Yes Yes 0.17072% RES SANTA ANA LEGAL SUPPORT, INC 600 W SANTA ANA BLVD UNIT#101 Yes Yes 0.888927 556 PER-EBS, INC. 600 W SANTAANA BLVD UNIT#10Z Yes Yes 0.05233% 557 PER FEE, INC. 600 W SANTAANA BLVD UNIT#108 Yes Yes 0.05233% 558 PER -EBS, INC. 600 W SANTAANA BLVD UNIT#110 Yes Yes 0.05233% 559 FREEDOM MAILBOX 600 W SANTA ANA BLVD UNIT#114 Yes Yes 0.061127 560 LAW OFFICE OF MACIEL & ASSOCIATES 600 W SANTA ANA BLVD UNIT#1160 Yes Yes 0.00000% 561 LAW OFFICES OF STEPHEN J RIGGS 600 W SANTA ANA BLVD UNIT#202 Yes Yes 0.097477 562 LEGAL SUPPORT NETWORK, LLC 60O W SANTA ANA BLVD UNIT#214C Yes Yes 0.07941% 563 ISUNCITY SOLAR RENEWABLE INC 60O W SANTA ANA BLVD UNIT#214K Yes Yes 0.05233% 564 PATRICO, HERMANSON & GUZMAN, A. P. C. 60O W SANTAANA BLVD UNIT#Z00 Yes Yes 0.20165% 565 SUNNY HILLS MANAGEMENT CO. INC. 60O W SANTA ANA BLVD UNIT#800 Yes Yes 0.13357% 566 BETTER HEALTH NETWORK MANAGEMENT, INC. 60O W SANTA ANA BLVD UNIT#802 Yes Yes 0.29799% 567 BARTONE, GREGORY LEE ATTORNEY 600 W SANTA ANA BLVD UNIT#814 Yes Yes 0.087477 568 ROLNICKI, ROLFATTORNEY 600 W SANTAANA BLVD UNIT#814 Yes Yes 0.02415% 569 ROSEN, MARKSATTORNEY600 W SANTAANA BLVD UNIT#814 Yes Yes 0.00000% 570 COUNTYWIDE SMART HOMES 600 W SANTAANA BLVD UNIT#900 yes Yes 0.05233% 571 LAW OFFICEOF RENEEGARCIA 600 W SANTAANA BLVD UNIT#910 yes Yes 0.087477 572 OSAJIMA, GLENN K LAWOFFICESO 600 W SANTAANA BLVD UNIT#910 Yes Yes 0.08747% 573 MUNOZ&ASSOCIATES 600 W SANTAANA BLVD UNIT#910 Yes Yes 0.10503% 574 H&H LAW 600 W SANTA ANA BLVD UNIT#950 Yes Yes 0.140167 575 SCHULMAN, THOMAS L 600 W SANTA ANA BLVD UNIT#955 Yes Yes 0.09625% 576 LAW OFFICE OF DEBORAH M. VASQUEZ 600 W SANTAANA BLVD UNIT#955 yes Yes 0.08747% 577 PACIFIC TECHOLOGY INDUSTRIES CO 600 W SANTA ANA BLVD UNIT#960 yes Yes 0.03916% 578 WEB GROUP CLUB, INC 600 W SANTA ANA BLVD UNIT#960 yes Yes 0.05233% 579 CHLOE M. STATON TRUST(219 E IST ST) 116 N SPURGEON ST Yes Yes 0.01546% 580 EAST END REALTY PARTNERS, LP 301 N SPURGEON ST Yes Yes 0.033947 581 EL MERCADO MODERN CUISINE 301 N SPURGEON ST Yes Yes 0.29039% 582 KAIZEN SHABU 303 N SPURGEON ST Yes Yes 0.217387 583 THEYOST-1912 305 N SPURGEON ST Yes Yes 0.32113% 584 THEYOST 307 N SPURGEON ST Yes Yes 0.79871% 585 GUS'S WORLD FAMOUS FRIED CHICKEN 102 N SYCAMORE ST Yes Yes 0.34858% 586 DART SALON 205 N SYCAMORE ST Yes Yes 0.111447 587 WESTCLIFF PROPERTIES 211 N SYCAMORE ST Yes Yes 0.06990% 588 HICHMAN, ALEXANDER B.)221, 223,&2231/2) 221 N SYCAMORE ST Yes Yes 0.008787 589 JMACH INC 231 N SYCAMORE ST Yes Yes 0.08417% 590 LAW OFFICE OF MICHAEL D. FRANCO 261 N SYCAMORE ST Yes Yes 0.00000% 591 CREACIONESALEJANDRA FOTO ESIUDIO Y BRIDAL SHOP 318 N SYCAMORE ST yes Yes 0.09442% 592 LOMELI, ARTURO DDS 415 N SYCAMORE ST Yes Yes 0.000007 593 DIAMOND PARKING SERVICES LLC#SA01 416 N SYCAMORE ST Ves Ves 0.09552% N!VITARELLI 511 N SYCAMORE ST Yes Yes 0.08124% 591 ESCAPE VR LLC 1515 N SYCAMORE ST Yes Yes 0.07950% 596 ISONI, NEIL)Z01-J03) 1701 N SYCAMORE ST Yes Yes 0.00989% 100.00% 75A -rl 6 EXHIBIT 3 RESOLUTION NO. 2020-XXX 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 2021 BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The City Council of the City of Santa Ana hereby finds, determines and declares as follows: A. On February 6, 1984, the City Council, by Ordinance No. NS-1715, established the Downtown Santa Ana Business Improvement Area pursuant to California Streets and Highways Code Sections 36500, et seq. (the "BID Law"). B. On November 17, 2020, the City Council received the 2021 Annual Assessment Report for the Downtown Santa Ana Business Improvement District (the "Report'). C. On November 17, 2020, the City Council adopted Resolution 2020-XXX approving the Report and setting a public hearing for December 15, 2020, at which time protests could be made to the proposed levy of the 2021 annual assessment for the Downtown Santa Ana Business Improvement District (the "Annual Assessment'). D. On December 15, 2020, at the time and place called for in Resolution 2020- XXX, the City Council conducted a duly noticed public hearing at which written and oral protests to the proposed Annual Assessment were made and considered as provided in Streets and Highways Code sections 36524 and 36525. E. Qualifying written protests constituting a majority of the owners of the businesses paying the Annual Assessment were not received at or before the conclusion of the public hearing. Section 2. The 2021 Assessment Report is hereby confirmed, and the levy of an assessment for the calendar year 2021 in accordance with Attachment B of the Report, a copy of which is attached hereto and incorporated herein by reference, is hereby approved. Resolution No. 2020-XXX Page 1 of 3 75A-17 ADOPTED this day of 12020. APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: Ryan PD Ho Attorney AYES: Councilmembers NOES: Councilmembers I�[�11■9:7 tRalII, - ii1T-M Resolution No. 2020-XXX Page 2 of 3 Mayor 75A-18 CERTIFICATE OF ATTESTATION AND ORIGINALITY I, DAISY GOMEZ, Clerk of Resolution No. 2020-XXX to City of Santa Ana on Date: Resolution No. 2020-XXX Page 3 of 3 the Council, do hereby attest to and certify the attached be the original resolution adopted by the City Council of the Clerk of the Council City of Santa Ana 75A-19 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: DECEMBER 15, 2020 TITLE: PUBLIC HEARING REGARDING THE ADOPTION OF A RESOLUTION APPROVING A MITIGATED NEGATIVE DECLARATION FOR THE SEPTIC TO GRAVITY SEWER CONVERSION PROJECT LOCATED NORTHEAST OF 17TH STREET AND TUSTIN AVENUE (NON -GENERAL FUND) 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 /s/ Kristine Ridge FILE NUMBER CITY MANAGER RECOMMENDED ACTION Adopt a resolution approving a Mitigated Negative Declaration for the Septic to Gravity Sewer Conversion Project located northeast of 17th Street and Tustin Avenue. DISCUSSION On September 3, 2019, the City Council adopted Resolution No. 2019-077, approving the annexation of a 24.79-acre area of unincorporated County of Orange land that is generally located northeast of 17th Street and Tustin Avenue. This area currently does not have sanitary sewer infrastructure and developed parcels rely on septic systems for their sewage. Additionally, the City of Santa Ana does not have potable water infrastructure in the area. An agreement with the City of Tustin is in place that allows Tustin to provide potable water service to the area until the City installs the necessary infrastructure to assume that service. The proposed Septic to Gravity Sewer Project (Project) involves installing sewer mains and laterals to help transfer existing residences to the City's sewer system, as well as installing water mains to improve existing hydraulics. Additional improvements include replacement of curbs, gutters, driveways, street asphalt, and other infrastructure where necessary. Construction of the Project is anticipated to begin in 2021, with an approximate duration of nine months. Construction of the sewer and water improvements will occur concurrently. In accordance with the California Environmental Quality Act (CEQA), an Initial Study and Mitigated Negative Declaration (IS/MND) was prepared for this project (Exhibits 1 and 2), which must be approved and adopted by resolution of the City Council (Exhibit 3). Staff recommends that the City Council adopt the proposed resolution to allow the project to continue into the construction phase and deliver improved services to our community. 75B-1 Adopt Resolution to Approve MND for Septic to Sewer Conversion December 15, 2020 Page 2 ENVIRONMENTAL IMPACT In accordance with CEQA, the recommended action has been reviewed through an Initial study/Mitigated Negative Declaration. Sections 15070 through 15075 of the State CEQA Guidelines (Article 6) guide the process for the preparation of a Mitigated Negative Declaration. The MND prepared for this project contains a project description, project location map, and findings that the project, with mitigation, will not have a significant effect on the environment. The City provided public notice of the public comment period that began on October 23, 2020 and ended on November 21, 2020. The IS/MND was also distributed to all interested or required parties listed on the City's distribution list. No public comments were received. The Mitigated Negative Declaration is on file with the Clerk of the Council Office. FISCAL IMPACT There is no fiscal impact associated with this action. Submitted By: Nabil Saba, P.E., Executive Director — Public Works Agency Exhibits: 1. Initial Study/Mitigated Negative Declaration 2. Draft Initial Study/Mitigated Negative Declaration with Appendices may be reviewed at https://www.santa- ana.org/sites/default/tiles/pw/documents/Septic to Gravity Sewer Project Draft I S-MND 20201022_combined _appendices.pdf 3. Resolution 75B-2 EXHIBIT 1 FINAL Initial Study and Mitigated Negtive Declaration And Mitigation Monitoring and Reporting Program SEPTIC TO GRAVITY SEWER CONVERSION PROJECT November 2020 Lead Agency: City of Santa Ana 220 S. Daisy Ave Santa Ana, California 92703 Prepared by: ECORP Consulting, Inc. ENVIRONMENTAL CONSULTANTS 2861 Pullman Street Santa Ana, CA 92705 75B-3 Septic to Gravity Sewer Conversion Project Final Initial Study/Mitigated Negative Declaration THIS PAGE INTENTIONALLY LEFT BLANK 75B-4 Septic to Gravity Sewer Conversion Project Final Initial Study/Mitigated Negative Declaration A4aIlet 11OXCI:L\T/k111WATiTACK4 07z1T/4A107z1112:1031*401111 Final Initial Study/Mitigated Negative Declaration and Mitigation Monitoring and Reporting Program November 2020 75B-5 Septic to Gravity Sewer Conversion Project Final Initial Study/Mitigated Negative Declaration THIS PAGE INTENTIONALLY LEFT BLANK 75B-6 Septic to Gravity Sewer Conversion Project Final Initial Study/Mitigated Negative Declaration FINAL MITIGATED NEGATIVE DECLARATION SEPTIC TO GRAITY SEWER CONVERSION PROJECT Lead Agency: City of Santa Ana Project Proponent: City of Santa Ana 220 S. Daisy Ave Santa Ana, California 92703 Project Location: The project site is located in the Pasadena Street, Medford Avenue, and Deodar Street neighborhood within the City of Santa Ana. Project Description: The proposed Project involves installing sewer mains and laterals to help transfer existing residences from septic systems to the City's sewer system. The Project would install approximately 670 linear feet (LF) of 8-inch sewer main and 4-inch laterals within Pasadena and Medford Avenue from Deodar Street to the west. The Project also replaces the outdated 6" water main and laterals within Deodar Street, Medford Avenue, and Pasadena Avenue. The proposed 8" water main would connect at 17th Street approximately 210' west of Deodar Street, install 1420 LF of 8" water main at Deodar Street, and install an additional 670 LF in Medford and Pasadena Avenue. The Project would install a total of 2,300 LF of 8" water main and transfer 50 properties from City of Tustin water to the City of Santa Ana. The improvements would include replacement of curb and gutter, driveways, street asphalt and other infrastructure where necessary. Construction of the Proposed Project is anticipated to start in 2021 with an approximate duration of nine months. Construction of the sewer and water improvements would occur concurrently. Public Review Period: October 23, 2020 to November 21, 2020 Mitigation Measures Incorporated into the Project to Avoid Significant Effects: Geology and Soils GEO-1: Unanticipated Discovery— Paleontological Resource. If paleontological resources (i.e., fossil remains) are discovered during excavation activities, the contractor will notify the City and cease excavation within 100 feet of the find until a qualified paleontological professional can provide an evaluation of the site. The qualified paleontological professional will evaluate the significance of the find and recommend appropriate measures for the disposition of the site (e.g. fossil recovery, curation, data recovery, and/or monitoring). Construction activities may continue on other parts of the construction site while evaluation and treatment of the paleontological resource takes place. Final Initial Study/Mitigated Negative Declaration 1 November 2020 75B-7 Septic to Gravity Sewer Conversion Project Final Initial Study/Mitigated Negative Declaration Hazards and Hazardous Materials HAZ-1: Traffic Control Plan. Prior to construction, the City of Santa Ana (or its contractor) shall prepare a Traffic Control Plan to ensure proper access to residences and businesses in the area by emergency vehicles during construction and to maintain traffic flow. The Traffic Control Plan shall be approved by the City of Santa Ana prior to any lane closures. Noise NOI-1: The Project construction and improvement plans will include the following requirements for construction activities: • Construction contracts must specify that all construction equipment, fixed or mobile, shall be equipped with properly operating and maintained mufflers and other state -required noise attenuation devices. A sign, legible at a distance of 50 feet, shall be posted at the Project construction site providing a contact name and a telephone numberwhere residents can inquire about the construction process and register complaints. This sign shall indicate the dates and duration of construction activities. In conjunction with this required posting, a noise disturbance coordinatorwill be identified to address any construction noise concerns received. The coordinator shall be responsible for responding to any local complaints about construction noise. When a complaint is received, the disturbance coordinator shall notify the City within 24 hours of the complaint and determine the cause of the noise complaint (starting too early, malfunctioning muffler, etc.) and shall implement reasonable measures to resolve the complaint, as deemed acceptable by the City. All signs posted at the construction site shall include the contact name and the telephone number for the noise disturbance coordinator. • Identification of construction noise reduction methods. These reduction methods may include shutting off idling equipment (5 minutes), installing temporary acoustic barriers around stationary construction noise sources, maximizing the distance between construction equipment staging areas and occupied residential areas, and using electric air compressors and similar power tools. • During construction, stationary construction equipment shall be placed such that emitted noise is directed away from sensitive noise receivers. • Per Section 18-314of the City's Municipal Code, construction shall be prohibited between the hours of 8:00 p.m. and 7:00 a.m. on weekdays or Saturday, or any time on Sunday or federal holidays NOI-2: In order to reduce construction noise, during the demolition, site preparation, trenching, painting and paving phases, a temporary noise barrier or enclosure should be positioned between Project construction and the residences in a manner that breaks the line of sight between the construction equipment and these residences to the extent feasible. The composition, length, height, and location of noise control barrier walls should be adequate to assure proper acoustical performance and withstand structural failure. Final Initial Study/Mitigated Negative Declaration 2 November2020 75B-8 Septic to Gravity Sewer Conversion Project Final Initial Study/Mitigated Negative Declaration Tribal Cultural Resources TCR-1: Retain a Native American Monitor/Consultant: The Project Applicant shall be required to retain and compensate for the services of a Tribal monitor/consultant who is both ancestrally affiliated with the project area and approved by the Gabrieleno Band of Mission Indians-Kizh Nation Tribal Government, and a Tribal monitor/consultant who is both ancestrally affiliated with the project area and approved by the Juaneno Band of Mission Indians, Acjachemen Nation-Belardes. The Tribal monitor/consultant is listed under the Native American Heritage Commission's (NAHC) Tribal Contact list for the area of the project location. This list is provided by the NAHC. A Native American monitor shall be retained by the Lead Agency or owner of the project to be on site to monitor all project - related, ground -disturbing construction activities (i.e., boring, grading, excavation, potholing, trenching, etc.). A monitor associated with one of the NAHC recognized Tribal governments which have commented on the project shall provide the Native American monitor. The monitor/consultant will only be present on -site during the construction phases that involve ground disturbing activities. Ground disturbing activities are defined as activities that may include, but are not limited to, pavement removal, pot -holing or auguring, grubbing, tree removals, boring, grading, excavation, drilling, and trenching, within the project area. The Tribal Monitor/consultant will complete daily monitoring logs that will provide descriptions of the day's activities, including construction activities, locations, soil, and any cultural materials identified. The on -site monitoring shall end when the project site grading and excavation activities are completed, or when the Tribal Representatives and monitor/consultant have indicated that the site has a low potential for impacting Tribal Cultural Resources. TCR-2: Unanticipated Discovery of Tribal Cultural and Archaeological Resources: Upon discovery of any tribal cultural or archaeological resources, cease construction activities in the immediate vicinity of the find until the find can be assessed. All tribal cultural and archaeological resources unearthed by project construction activities shall be evaluated by the qualified archaeologist and tribal monitor/consultant. If the resources are Native American in origin, the Gabrieleno Band of Mission Indians-Kizh Nation and the Juaneno Band of Mission Indians, Acjachemen Nation- Belardes shall coordinate with the landowner regarding treatment and curation of these resources. Typically, the Tribe will request preservation in place or recovery for educational purposes. Work may continue on other parts of the project while evaluation and, if necessary, additional protective mitigation takes place (CEQA Guidelines Section15064.5 [f]). If a resource is determined by the qualified archaeologist to constitute a "historical resource" or "unique archaeological resource", time allotment and funding sufficient to allow for implementation of avoidance measures, or appropriate mitigation, must be available. The treatment plan established for the resources shall be in accordance with CEQA Guidelines Section 15064.5(f) for historical resources. TCR-3: Public Resources Code Sections 21083.2(b) for unique archaeological resources. Preservation in place (i.e., avoidance) is the preferred manner of treatment. If preservation in place is not feasible, treatment may include implementation of archaeological data recovery excavations to remove the resource along with subsequent laboratory processing and analysis. All Tribal Cultural Resources shall be returned to the Tribe. Any historic archaeological material that is not Native American in origin Final Initial Study/Mitigated Negative Declaration 3 November2020 75B-9 Septic to Gravity Sewer Conversion Project Final Initial Study/Mitigated Negative Declaration shall be curated at a public, non-profit institution with a research interest in the materials, if such an institution agrees to accept the material. If no institution accepts the archaeological material, they shall be offered to the Tribe or a local school or historical society in the area for educational purposes. TCR-4: Unanticipated Discovery of Human Remains and Associated Funerary Objects: Native American human remains are defined in PRC 5097.98 (d)(1) as an inhumation or cremation, and in any state of decomposition or skeletal completeness. Funerary objects, called associated grave goods in PRC 5097.98, are also to be treated according to this statute. Health and Safety Code 7050.5 dictates that any discoveries of human skeletal material shall be immediately reported to the County Coroner and excavation halted until the coroner has determined the nature of the remains. If the coroner recognizes the human remains to be those of a Native American or has reason to believe that they are those of a Native American, he or she shall contact, by telephone within 24 hours, the NAHC and PRC 5097.98 shall be followed. TCR-5: Resource Assessment & Continuation of Work Protocol: Upon discovery of human remains, the tribal and/or archaeological monitor/consultant will immediately divert work at minimum of 150 feet and place an exclusion zone around the discovery location. The monitor/consultant(s) will then notify the Tribe, the qualified lead archaeologist, and the construction manager who will call the coroner. Work will continue to be diverted while the coroner determines whether the remains are human and subsequently Native American. The discovery is to be kept confidential and secure to prevent any further disturbance. If the finds are determined to be Native American, the coroner will notify the NAHC as mandated by state law who will then appoint a Most Likely Descendent (MILD). TCR-6: Kizh-Gabrieleno Procedures for burials and funerary remains: If the Gabrieleno Band of Mission Indians — Kizh Nation is designated MILD, the Koo-nas-gna Burial Policy shall be implemented. To the Tribe, the term "human remains" encompasses more than human bones. In ancient as well as historic times, Tribal Traditions included, but were not limited to, the preparation of the soil for burial, the burial of funerary objects with the deceased, and the ceremonial burning of human remains. The prepared soil and cremation soils are to be treated in the same manner as bone fragments that remain intact. Associated funerary objects are objects that, as part of the death rite or ceremony of a culture, are reasonably believed to have been placed with individual human remains either at the time of death or later; other items made exclusively for burial purposes or to contain human remains can also be considered as associated funerary objects. If a Tribe other than the Kizh is named as the Most Likely Descendent by the NAHC, then the landowner will consult with the appropriate Tribe in conformance with State Law. TCR-7: Treatment Measures: Prior to the continuation of ground disturbing activities, the landowner shall arrange a designated site location within the footprint of the project for the respectful reburial of the human remains and/or ceremonial objects. In the case where discovered human remains cannot be fully documented and recovered on the same day, the remains will be covered with muslin cloth and a steel plate that can be moved by heavy equipment placed over the excavation opening to protect the remains. If this type of steel plate is not available, a 24-hour guard should be posted outside of Final Initial Study/Mitigated Negative Declaration 4 November2020 75B-10 Septic to Gravity Sewer Conversion Project Final Initial Study/Mitigated Negative Declaration working hours. The Tribe will make every effort to recommend diverting the project and keeping the remains in situ and protected. If the project cannot be diverted, it may be determined that burials will be removed. The Tribe will work closely with the qualified archaeologist to ensure that the excavation is treated carefully, ethically and respectfully. If data recovery is approved by the Tribe, documentation shall be taken which includes at a minimum detailed descriptive notes and sketches. Additional types of documentation shall be approved by the Tribe for data recovery purposes. Cremations will either be removed in bulk or by means as necessary to ensure completely recovery of all material. If the discovery of human remains includes four or more burials, the location is considered a cemetery and a separate treatment plan shall be created. Once complete, a final report of all activities is to be submitted to the Tribe and the NAHC. The Tribe does NOT authorize any scientific study or the utilization of any invasive and/or destructive diagnostics on human remains. Each occurrence of human remains and associated funerary objects will be stored using opaque cloth bags. All human remains, funerary objects, sacred objects and objects of cultural patrimony will be removed to a secure container on site if possible. These items should be retained and reburied within six months of recovery. The site of reburial/repatriation shall be on the project site but at a location agreed upon between the Tribe and the landowner at a site to be protected in perpetuity. There shall be no publicity regarding any cultural materials recovered. Final Initial Study/Mitigated Negative Declaration 5 November2020 75B-11 Septic to Gravity Sewer Conversion Project Final Initial Study/Mitigated Negative Declaration TABLE OF CONTENTS Final Mitigated Negative Declaration — Septic to Gravity Sewer Conversion Project ............................................ 1 ProjectCommitments.........................................................................................................................................................................2 TABLEOF CONTENTS.......................................................................................................................................................................... i SECTION1. Introduction................................................................................................................................................................1-1 SECTION 2. Comments and Responses...................................................................................................................................2-1 SECTION 3. Errata and Changes to the Draft IS/MND.......................................................................................................3-1 SECTION 4. Mitigation Monitoring and Reporting Plan...................................................................................................4-1 Table of Contents i November 2020 75B-12 Septic to Gravity Sewer Conversion Project Final Initial Study/Mitigated Negative Declaration THIS PAGE INTENTIONALLY LEFT BLANK Table of Contents ii November 2020 75B-13 Septic to Gravity Sewer Conversion Project Final Initial Study/Mitigated Negative Declaration SECTION 1. INTRODUCTION This document is the Final Initial Study/Mitigated Negative Declaration (Final IS/MND) including the the Mitigation Monitoring and Reporting Plan (MMRP) for Septic to Gravity Sewer Conversion Project (Proposed Project). This Final IS/MND has been prepared in accordance with the California Environmental Quality Act (CEQA) (Public Resource Code Section 21000 et. seq.) and the State CEQA Guidelines (California Code of Regulations Section 15000 et seq.), as amended. This Final IS/MND supplements and updates the Draft Initial Study/Mitigated Negative Declaration (Draft IS/MND) released for public review on October 23, 2020. The Draft IS/MND is incorporated into this Final IS/MND by reference. The City of Santa Ana is the Lead Agency for the Proposed Project. On October 23, 2020 the City of Santa Ana distributed the Draft IS/MND for the Proposed Project to the general public for review and comment. The 30- day review period ended on November 21, 2020. During the public review period, five comment letters were received. This Final IS/MND and MMRP document is organized as follows: • Section 1 provides a discussion of the purpose and structure of the document; • Section 2 includes the comment letters received and the City's responses; • Section 3 identifies errata and an addition to the IS/MND; and • Section 4 includes the Mitigation Monitoring and Reporting Plan (MMRP). This Final IS/MND and MMRP document and the Draft IS/MND together constitute the environmental document for the Proposed Project. Introduction 1-1 November 2020 75B-14 Septic to Gravity Sewer Conversion Project Final Initial Study/Mitigated Negative Declaration THIS PAGE INTENTIONALLY LEFT BLANK Introduction 1-2 November 2020 75B-15 Septic to Gravity Sewer Conversion Project Final Initial Study/Mitigated Negative Declaration SECTION 2. COMMENTS AND RESPONSES - This section contains copies of the Septic to Gravity Sewer Conversion Project comment letters received during the 30-day public review period, which began on October 23, 2020 and ended on November 21, 2020. In conformance with Section 15088(a) of the State CEQA Guidelines, the City of Santa Ana has considered comments on environmental issues from reviewers of the Draft IS/MND and has prepared written responses. Five (5) letters were received, commenting on the Draft IS/MND. The comments received do not raise substantial environmental issues as to the adequacy of the Draft IS/MND. The letters received and the responses to the comments contained in the letters are provided in this section. 2.1 List of Comment Letters A list of public agencies, organizations, and individuals that provided comments on the Draft IS/MND is presented below. The letters and the responses to the comments follow this page. Letter Number ' ' Sender ' ' Date Received 1 State Water Resources Control Board 11/06/2020 2 Juaneno Band of Mission Indians, Acjachemen Nation 1111012020 3 Tustin Unified School District 11/16/2020 4 Orange County Fire Authority 11/18/2020 5 Caltrans 11/18/2020 Comments and Responses 2-1 November 2020 75B-16 Septic to Gravity Sewer Conversion Project Final Initial Study/Mitigated Negative Declaration Letter 1 — State Water Resurecs Control Board, received November 6, 2020 From: Metelitz, Matthew@Waterboards<Matthew.MetelitzPWaterboards.ca.eov> Sent: Friday, November 6, 2020 4-27 PM To: Fernandez, Armando <AFernandezesanta-ana ore> Cc; state.clearinehouse(Ooor.ca.eov Subject: State Water Board - DFA - Comment Letter - Santa Ana 8478-110 Hello Armando, Please see the attached comment letter from the State Water Board Division of Financial Assistance for the City's Septic to Gravity Sewer Conversion Project. Please note, we did not 1 1 have any specific comments. The MND looks great. Thankyou, Matthew Metefit7 I Environmental Scientist Division of Financial Assistance- Lnvronmental Review Unit State Water Resources Control Board 10011 St.16th floor, Sacramento, CA 95814 916.322.0355 1 CW SRF — Grants and Loans Resources Comments and Responses 2-2 November 2020 75B-17 Septic to Gravity Sewer Conversion Project Final Initial Study/Mitigated Negative Declaration Water Boards State Water Resources Control Board Armando Fernandez City of Santa Ana Public Works Agency, Water Resources Division 20 Civic Center Plaza Santa Ana, CA 92701 Dear Mr. Fernandez: 'V OVEwxOPEw'B6m �`A// :-Iz..... prtcliax MITIGATED NEGATIVE DECLARATION (MIND) FOR CITY OF SANTA ANA (CITY); SEPTIC TO GRAVITY SEWER CONVERSION PROJECT (PROJECT); ORANGE COUNTY. STATE CLEARINGHOUSE NO- 2020100428 We understand that the City is pursuing Clean Water State Revolving Fund (CWSRF) financing for this Project (CWSRF No. C-06-8478-110). As a funding agency and a state agency with jurisdiction by law to preserve, enhance, and restore the quality of California's water resources, the State Water Resources Control Board (State Water Board) is providing the following information on the MND to be prepared for the Project. The State Water Board, Division of Financial Assistance, is responsible for administering the CWSRF Program. The primary purpose for the CWSRF Program is to implement the Clean Water Act and various state laws by providing financial assistance for wastewater treatment facilities necessary to prevent water pollution, recycle water, correct nonpoint source and storm drainage pollution problems, provide for estuary enhancement, and thereby protect and promote health, safety and welfare of the inhabitants of the state. The CWSRF Program is partially funded by the United States Environmental Protection Agency (USEPA) and requires additional "California Environmental Quality Act (CEQA)- Plus" environmental documentation and review. Three enclosures are included that further explain the CWSRF Program environmental review process and the additional federal requirements. For the complete environmental application package please visit: http:l/www.waterboards.ca.govlwater issues/programs/grants loanslsiftsif forms.shtml . The State Water Board is required to consult directly with agencies responsible for implementing federal environmental laws and regulations. Any environmental issues raised by federal agencies or their representatives will need to be resolved prior to The State Water Board approval of a CWSRF financing commitment for the proposed Project. For further information on the CWSRF Program, please contact Mr. Ahmad Kashkoli, at (916) 341-5855. E. J..... E.,,., ..m I E,ulx 8..E . EEEcu o,nEcaon 1001151.4 ycrunento, GA M14 I FIeIILp Mp,eae: P.C. �E M,$ecrpmm[e, GAM12-01M Iwv,w.weRrhom,Js.eO.ynv 0 —'— r.- 1-2 Comments and Responses 2-3 November 2020 75B-18 Septic to Gravity Sewer Conversion Project Final Initial Study/Mitigated Negative Declaration Armando Fernandez - 2 - 11/06/2020 It is important to note that prior to a CWSRF financing commitment, projects that are subject to provisions of the Federal Endangered Species Act (ESA), must obtain Section 7 clearance from the United States Department of the Interior, Fish and Wildlife Service (USFWS), and/or the United States Department of Commerce National Oceanic and Atmospheric Administration, National Marine Fisheries Service (NMFS) for any potential effects to special -status species. Please be advised that the State Water Board will coordinate with the USEPA to consult 1-3 with the USFWS, and/or the NMFS regarding all federal special -status species that the Project has the potential to impact if the Project is to be financed by the CWSRF Program. The City will need to identify whether the Project will involve any direct effects from construction activities, or indirect effects such as growth inducement, that may affect federally listed threatened, endangered, or candidate species that are known, or have a potential to occur in the Project site, in the surrounding areas, or in the service area, and to identify applicable conservation measures to reduce such effects. In addition, CWSRF projects must comply with federal laws pertaining to cultural resources, specifically Section 106 of the National Historic Preservation Act (Section 106). The State Water Board has responsibility for ensuring compliance with Section 106, and must consult directly with the California State Historic Preservation Officer (SHPO). The SHPO consultation is initiated when sufficient information is provided by the CWSRF applicant. If the City decides to pursue CWSRF financing, please retain a consultant that meets the Secretary of the Interior's Professional Qualifications Standards (http://www.nps.gov/history/local-law/arch stnds 9.htm) to prepare a Section 106 compliance report. 1-4 Note that the City will need to identify the Area of Potential Effects (APE), including construction and staging areas, and the depth of any excavation. The APE is three- dimensional and includes all areas that may be affected by the Project. The APE includes the surface area and extends below ground to the depth of any Project excavations. The records search request should extend to a'Mrmile beyond project APE. The appropriate area varies for different projects but should be drawn large enough to provide information on what types of sites may exist in the vicinity. Other federal environmental requirements pertinent to the Project under the CWSRF Program include the following (for a complete list of all federal requirements please visit: http:/Avww.waterboards.ca.gov/water issuesiprograms/grants_loa ns/srf/d ocs/form slapp lication_en viron me ntal_package. pdf): 1-5 A. An alternative analysis discussing environmental impacts of the Project in either the CEQA document (Negative Declaration, MND or Environmental Impact Report) or in a separate report. B. A public hearing or meeting for adoptionlcertification of CEQA documents except for those with little or no environmental impacts. Comments and Responses 2-4 November 2020 75B-19 Armando Fernandez Septic to Gravity Sewer Conversion Project Final Initial Study/Mitigated Negative Declaration 3- 11 /06/2020 C. Compliance with the Federal Clean Air Act: (a) Provide air quality studies that may have been done for the Project; and (b) if the Project is in a nonattainment area or attainment area subject to a maintenance plan; (i) provide a summary of the estimated emissions (in tons per year) that are expected from both the construction and operation of the Project for each federal criteria pollutant in a nonattainment or maintenance area, and indicate if the nonattainment 1 5 designation is moderate, serious, or severe (if applicable), (ii) if emissions are above the federal de minimis levels, but the Project is sized to meet only the cont. needs of current population projections that are used in the approved State Implementation Plan for air quality, quantitatively indicate how the proposed capacity increase was calculated using population projections. D. Compliance with the Coastal Zone Management Act Identify whether the Project is within a coastal zone and the status of any coordination with the California Coastal Commission. E. Protection of Wetlands: Identify any portion of the proposed Project area that should be evaluated for wetlands or United States waters delineation by the United States Army Corps of Engineers (USACE), or requires a permit from the USAGE, and identify the status of coordination with the USACE. F. Compliance with the Farmland Protection Policy Act: Identify whether the Project will result in the conversion of farmland. State the status of farmland (Prime, Unique, or Local and Statewide Importance) in the Project area and determine if this area is under a Williamson Act Contract- G. Compliance with the Migratory Bird Treaty Act: List any birds protected under this act that may be impacted by the Project and identify conservation measures to minimize impacts. H. Compliance with the Flood Plain Management Act: Identify whether or not the Project is in a Flood Management Zone and include a copy of the Federal Emergency Management Agency Flood zone maps for the area. I. Compliance with the Wild and Scenic Rivers Act: Identify whether or not any Wild and Scenic Rivers would be potentially impacted by the Project and include conservation measures to minimize such impacts. Please provide us with the following documents applicable to the proposed Project following the City's CEQA process: (1) one copy of the draft and final MND, (2) the resolution adopting/certifying the MND and making CEQA findings, (3) all comments received during the review period and the City's response to those comments, (4) the 1-6 adopted Mitigation Monitoring and Reporting Program and (5) the Notice of Determination filed with the Orange County Clerk and the Governor's Office of Planning and Research, State Clearinghouse. In addition, we would appreciate notices of any hearings or meetings held regarding environmental review of any projects to be funded by the State Water Board. Comments and Responses 2-5 November 2020 75B-20 Septic to Gravity Sewer Conversion Project Final Initial Study/Mitigated Negative Declaration Armando Fernandez - 4 - 11/06/2020 Thank you for the opportunity to review the City's draft MND. If you have any questions or concerns, please feel free to contact me at (916) 322-0355, or by email at Matthew.Metelitz@waterboards.ca.gov, or contact Brian Cary at (916) 449-5624, or by email at Brian.Cary@waterboards.ca.gov. Sincerely, Matthew Metelitz Environmental Scientist Fnclosures (2), 1. Clean Water State Revolving Fund Environmental Review Requirements 2. Quick Reference Guide to CEQA Requirements for State Revolving Fund Loans cc: State Clearinghouse (Re: SCH# 2020100428) P.O. Box 3044 Sacramento, CA 95812-3044 Comments and Responses 2-6 November 2020 75B-21 Septic to Gravity Sewer Conversion Project Final Initial Study/Mitigated Negative Declaration Letter 1 Response to Comments The State Water Board's general comment on the project Draft Initial Study/Mitigated Negative Declaration is noted. No specific comments on the content of the MND are provided. Attachment to State Water Board Transmittal 1Q'0I This attachment provides additional guidance as to information needed to support a City application for funding pursuant to the Clean Water State Revolving Fund (CWSRF), but does not comment on the adequacy of the current M N D under CEQA. The CWSRF Program is partially funded by the USEPA and requires additional California Environmental Quality Act (CEQA)-Plus environmental documentation and review. As noted in the attachment, the State Water Board is required to consult with agencies responsible for implementing federal environmental laws and regulations. Any environmental issues raised by federal agencies or their representatives would be addressed prior to the State Water Board approval of a CWSRF financing commitment for the proposed project. 1-3. Due to the lack of habitat and the developed nature of the project area, no impacts to candidate, sensitive, or special status species are anticipated. The project site is located in a fully developed urban area in the Pasadena Street, Medford Avenue, Deodar Street, and 171h Street neighborhood within the City of Santa Ana. Proposed improvements would be below ground level and would be located within existing paved roads where there are no sensitive habitats. 1-4. With regard to cultural resources, the project records search showed that a total of 6 cultural resources investigations have been conducted within the one -half -mile records search radius. The records search results show that 2 built environment cultural resources have been previously recorded within the one -half -mile records search radius: a Craftsman bungalow single family residence at 17391 E. Santa Clara Avenue (P30- 161988) and Cavalry Church at 1010 N. Tustin Avenue (P30-177515). However, none of the previously recorded resources on file at the SCCIC are in or adjacent to the project area. No archaeological sites and no built environment resources have been recorded in the project area. The California Historic Property Data File (HPDF) also lists hundreds of historic -period buildings and structures in Santa Ana. However, none of these are in the project area. Overall, the records search results show that the project area has a low potential for subsurface prehistoric and historic period archaeological material. Pursuant to a CWSRF financing application, a Section 106 compliance report would be prepared. Comments and Responses 2-7 November 2020 75B-22 Septic to Gravity Sewer Conversion Project Final Initial Study/Mitigated Negative Declaration With regard to identification of an Area of Potential Effects, the project improvements are largely confined to the paved local street sections in the neighborhood where sewer and water lines will be placed. The depth of excavations for pipeline placement is estimated at approximately 8 feet bgs. Pursuant to a CWSRF financing application, mapping of the Area of Potential Effects (APE), including construction and staging locations, and depth of excavation, would be provided. 1-5. With regard to other federal environmental requirements pertinent to the project under the CWSRF Program, much of the information is available or can be discerned from the project MND (Attachment items A through 1), as summarized below: A. With regard to an alternatives analysis, a'no project alternative' would avoid project construction disturbances, but not meet any of the water quality objectives associated with septic to gravity sewer conversion. B. A public meeting will be held by the City to consider adoption of the project MND. C. The Air Quality Analysis in the MND provides information to demonstrate compliance with the Federal Clean Air Act. D. The project is not located within the California Coastal Zone. E. There are no portions of the project area identified as containing wetlands or U.S. waters. F. The project is located in an urbanized area and no conversion of farmlands would occur. G. The project is located within City residential streets and impacts to any trees that could provide habitat for migratory birds would be avoided. H. The project site is not within a flood hazard area (FEMA 2019) Once construction is completed all project areas would be paved and returned to their pre -project conditions. The project would comply with the Flood Plain Management Act. I. There are no Wild and Scenic Rivers in the vicinity of the project and no impact would occur. 11r.1 Pursuant to a CWSRF financing application, the City will provide the State Water Board with all of the listed documents and notices applicable to the proposed project. Comments and Responses 2-8 November 2020 75B-23 Septic to Gravity Sewer Conversion Project Final Initial Study/Mitigated Negative Declaration Letter 2 — Juaneno Band of Mission Indians, Acjachemen Nation, received November 10, 2020 From: Joyce Perry <kaamalam@gmail.com> Sent: Tuesday, November 10, 2020 1:45 PM To: Fernandez, Armando <AFernandez@santa-ana.org> Subject: Septic to Gravity Sewer Conversion Project M ND Good Afternoon Mr. Fernandez, I am writing on behalf of the Juaneno Band of Mission INdians, Acjachemen Nation- Belardes in response to our Declaration of intent to adopt a MND for the Septic to Gravity Sewer Conversion Project. This project is taking place within the traditional cultural territory of our 2-1 tribe. Please see the attached resolution from the County of Orange which recognized the Juaneno Band of Mission Indians- Acjachemen Nation as the indigenous people of Orange County as well as a map of our traditional cultural territory. We find the wording of TCR-1 and TCR-2 to be unacceptable. As this is a shared territory, and sensitive to our tribe, we ask that all Tribes culturally affiliated with this area are given the opportunity and equal consideration for monitoring. Giving one tribe exclusive recognition 2-2 and opportunity to monitor is unethical. We ask to monitor all ground disturbing activities that take place as a part of this project, and we ask that TRC-1 and TCR-2 are updated to read: "The Project Applicant shall be required to retain and compensate for the services ofa Tribal monitor/consultant who is both ancestraRv affiliated with the project area and approved by the Juaneno Band of Mission Indians, Acjachemen Nation- Belardes, and a Tribal monitor/consultant who is both ancestrally ailiated with the project area and approved by the Gabrieleho Band of Mission Indians -Kish Nation Tribal Government. " "If the resources are Native American in origin, the Juaneno Band of Mission Indians, Acjachemen Nation- Belardes and the Gabrielena Band of Mission Indians-Kizh Nation shall coordinate with the landowner regarding treatment and curation of these resources." Thank you and I look forward to hearing from you. Huu'uni'oomagati yiamaclati. Teach peace Joyce Stanfield Perry Payomkawichum Kaamalam - President Juaneno Band of Mission Indians, Acjachemen Nation Tribal Manager, Cultural Resource Director 2-3 Comments and Responses 2-9 November 2020 75B-24 Septic to Gravity Sewer Conversion Project Final Initial Study/Mitigated Negative Declaration Letter 2 Response to Comments PW The comment that the project is taking place within the traditional cultural territory of the Juaneno Band of Mission Indians—Acjachemen Nation is noted. 2-2. The Juaneno Band did not respond to the City's project notification and invitation to consult under AB 52 Tribal Cultural Resources in December 2019. Upon receiving the Notification of Intent to adopt the project Initial Study/Mitigated Negative Declaration, the Band has provided these comments concerning mitigation measures derived from consultation under AB 52 with the Gabrieleno Band of Mission Indians — Kizh Nation, also culturally affiliated with the territory encompassing the project. In response to the Juaneno Band's comments, Mitigation Measures TCR-1, TCR-2 and TCR-6 have been modified to include the opportunity for the Juaneno Band's participation in monitoring of ground disturbing activities and coordination regarding treatment and curation in the event of unanticipated discovery of tribal cultural resources (Section 3. Errata and Changes to the Draft IS/MND). Comments and Responses 2-10 November 2020 75B-25 Septic to Gravity Sewer Conversion Project Final Initial Study/Mitigated Negative Declaration Letter 3 — Tustin Unified School District, received November 16, 2020 tuStt" UY31 iea School Disfascf A' LegacyNFxceitenceinEducation 300 Soufh C Street, rust;n, CA 92780.3695 - M4j 730.7301 - FAX (714] 731-5399 • wwW 1usM.kl2.ca.us November 16, 2020 City of Santa Ana Public Works Agency 20 Chic Center Plata Santa Ana, CA 92702 Atum Armando Ferna ndea SUBJECT: Comments On Notice of Intent to Adopt a Mitigated Negative Declaration for the Septic to Gravity Sewer Project Dear Mr. Fernandez - On behalf of the Tustin Unified School District (District', thank you for the opportunity to provide comments an the Notice of Intent (N0Q to Adopt a Mitigated Negative Declaration for the Proposed Septic to Gravity Sewer Conversion Project IProject). The District offers the following comment on the Sol for the Project= 1. The District has students who reside in the Project area who are provided hame•to•scfwol transportation on a daily basis. Accordingly, the District requests a traffic control plan prior to the start of construction similar to the one described in Mitigation Measure NA2.1, so that we can appropriately notify the affected families and plan our transportation accordingly. The plan can be provided to, Sal Sanchez, Senior Director, Maintenance Operations & Facilities Tustin Unified School District 1302 Service Road Tustin, CA 92780 Thank you again for the opportunity to provide comments On the Project. If you have any further questions, I ran be reached at 17141 730-7515, Errtenslon 50404. Sincerely, Tom Riuuti Director, Fachities & Planning Cc Sal Sanchez, Senior Director, Maintenance Operations & Feclnties aOARD OF EDUCATION ,i0narnan Abob a Ternmre eowd - Lyrm Dam - James L wd Franco Sumo Comments and Responses 2-11 November 2020 75B-26 Septic to Gravity Sewer Conversion Project Final Initial Study/Mitigated Negative Declaration Letter 3 Response to Comments Mill! In response to this comment, the District will be notified and provided with a copy of the Traffic Control Plan (HAZ-1) in advance of the start of construction. Comments and Responses 2-12 November 2020 75B-27 Septic to Gravity Sewer Conversion Project Final Initial Study/Mitigated Negative Declaration Letter 4 — Orange County Fire Authority, received November 18, 2020 From: Rivers, Tamy<iarrvRivery ncfa.org> Sent: Monday, November 9, 2020 10:26 AM To: Fernandez, Armando <AFernandez(santa-ana.ore> Cc: Distaso, Robert <RphertDistasoPcrfa.nre> Subject: Septic to Gravity Sewer Conversion Project Notice of Intent to Adopt a Mitigated Negative Declaration (MIND) Thank you for the opportunity to review the subject document. DCFA has no comments. Tamera Rivers Management Analyst Orange County Fire Authority Office: 714-573-6199 tam; rivers &ocfa.ora !n service of others? Comments and Responses 2-13 November 2020 75B-28 Septic to Gravity Sewer Conversion Project Final Initial Study/Mitigated Negative Declaration Letter 4 Response to Comments EDP Orange County Fire Authority (OCFA) has no comments. Comments and Responses 2-14 November 2020 75B-29 Septic to Gravity Sewer Conversion Project Final Initial Study/Mitigated Negative Declaration Letter 5 — Caltrans, received November 18, 2020 i TE OF CALIFORNIA—CALIFORNIA STATFR N R I N V N NEWSOM, G over o DEPARTMENT OF TRANSPORTATION DISTRICT 12 1750 EAST 4M STREET, SURE 100 SANTA ANA, CA 92705 PHONE (657) 328-6000 FAX (657) 328-6522 TTY 711 w .dot,Co.gov/Caltrans-near-me/districtt2 November 18, 2020 Mr. Armando Fernandez City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92701 Dear Mr. Fernandez, 0 Making Conservation o Caifomc Way of Va. File: IGR/CEQA SCH it: 2020100428 DO C # : 12-O RA-2020-015 02 SR 55 Thank you for including the California Department of Transportation (Caltrans) in the review of the Mitigated Negative Declaration )MND) for the proposed Septic to Gravity Sewer Conversion Project. The mission of Caltrans is to provide a safe, sustainable, integrated and efficient transportation system to enhance California's economy and livability. The project proposes to provide maintenance to sewage facilities on 17th Street. The project is located on 17th Street in the City of Santa Ana, near Caltrans tocility State Route 55 (SIR 55). Caltrans is a commenting agency and has the following comments: NPDES: 1. The project included general language on Water Quality impact as a result of the proposed project construction. The MIND mentions that standard BMPs will be used but includes no specifics to further address "erosion and siltation" impacts. The Water Quality section of the MIND doesn't mention any compliance with regulatory requirements issued by the local RWQCB and fails to mention if the city will comply with County of Orange MS4 NPDES permit rcquircrrlents. 5-2 The discussion only mentioned silt and erosion as potential pollutants of concern but does not address the handling of non -storm water runoff discharges that can occur with this type of work. These discharges include non -storm water discharges from saw cutting asphalt concrete to install new sewer lines under the pavement. It fails to mention if groundwater will be encountered during the installation of new pipes and if so, how groundwater discharges will be handled to meet local RWQCB permit "Provide a safe, susloinobte, integrated end efficient tronspodetion sysiem to enhance California's economy and iivabsuly" Comments and Responses 2-15 November 2020 75B-30 Septic to Gravity Sewer Conversion Project Final Initial Study/Mitigated Negative Declaration Mr. Fernandez November 18, 2020 Page 2 requirements. Provide clarification on the issues brought up on 5-2 groundwater discharges. Cont. Permits: 2. Any project work proposed in the vicinity of the State ROW would require an encroachment permit and all environmental concerns must be adequotely addressed. If the environmental documentation for the project does not meet Caltrans's requirements for work done within State ROW, additional documentation would be required before approval of the encroachment permit. Please coordinate with Caltrans to meet requirements for any work within or near State ROW. For specific details for Encroachment Permits procedure, please refer to the Caltrons's Encroachment Permits Manual at: http://www.dot.ca.gov/hq/traffops/developserv/permits/ Please continue to keep us informed of this project and any future developments that could potentially impact State transportation facilities. If you have any questions or need to contact us, please do not hesitate to contact Jude Miranda at (657) 328-6229 or Jude.Miranda@dot.co.gov. Sincerely, SCOTT SHELLEY Branch Chief, Regional-IGR-Transit Planning District 12 5-3 Comments and Responses 2-16 November 2020 75B-31 Septic to Gravity Sewer Conversion Project Final Initial Study/Mitigated Negative Declaration Letter 5 Response to Comments OF The project proposes sewer and water connections at the intersection of 171h Street and Deodar Street, as depicted in Figure 2. Project Location and Figure 3. Site Plan in the Draft IS/MND. This connection is estimated to be approximately 140 feet west of the SR 55 SB offramp to 171h Street at its nearest point. The project does not anticipate a need to encroach on SR 55 right-of-way (ROW). 72PM Regarding NPDES, development of the proposed project would abide by requirements of the statewide National Pollutant Discharge Elimination System (NPDES) stormwater permit for construction activity (Order 98-08 DWQ), Construction of the proposed project would be required to comply with the Construction General Permit, either through a waiver or through preparation and implementation of a Storm Water Pollution Prevention Plan (SWPPP). Best Management Practices (BMPs) are included as part of the Storm Water Pollution Prevention Plan (SWPPP) prepared for the proposed project and would be implemented to manage erosion and the loss of topsoil during construction- related activities. The project will implement standard construction operating procedures and will conform with NPDES requirements. The proposed project's grading/trenching plan would also ensure that the proposed earthwork is designed to avoid soil erosion. As a co-permittee under the County of Orange MS4 NPDES permit, the City will comply with the MS4 permit requirements. According to the project specific geotechnical report (AESCO 2019), regional groundwater data indicates groundwater in the project vicinity is generally less than 40 feet bgs, and groundwater was not encountered during the project subsurface investigations at a maximum boring depth of 15 feet. Because pipeline trenching activities are not expected to exceed 8 feet bgs, groundwater is not anticipated to be encountered during the excavation of the proposed improvements. 5-3. Regarding Permits, see response 5-1 regarding project proximity to the State ROW. In the event proposed work would need to encroach within the State ROW, the City will coordinate with Caltrans to assure that any additional documentation would be provided to support a permit. In addition, the City will provide Caltrans with an opportunity to review the project Traffic Control Plan (HAZ-1). Comments and Responses 2-17 November 2020 75B-32 Septic to Gravity Sewer Conversion Project Final Initial Study/Mitigated Negative Declaration SECTION 3. ERRATA AND CHANGES TO THE DRAFT IS/MND The Draft Initial Study/Mitigated Negative Declaration is updated to reflect the comment received from the San Manuel Band of Mission Indians on November 10, 2020. In response to the Juaneno Band's comments, Mitigation Measures TCR-1, TCR-2 and TCR-6 have been modified to include the opportunity for the Juaneno Band's participation in monitoring of ground disturbing activities and coordination regarding treatment and curation in the event of unanticipated discovery of tribal cultural resources. The modifications are included below. The full list of Mitigation Measures for Tribal Cultural Resources can be found on page 3 of this Final IS/MND. TCR-1: Retain a Native American Monitor/Consultant: The Project Applicant shall be required to retain and compensate for the services of a Tribal monitor/consultant who is both ancestrally affiliated with the project area and approved by the Gabrieleno Band of Mission Indians-Kizh Nation Tribal Government, and a Tribal monitor/consultant who is both ancestrally affiliated with the proiect area and approved by the Juaneno Band of Mission Indians, Acjachemen Nation-Belardes. The Tribal monitor/consultant is listed under the Native American Heritage Commission's (NAHC) Tribal Contact list for the area of the project location. This list is provided by the NAHC. A Native American monitor shall be retained by the Lead Agency or owner of the project to be on site to monitor all project - related, ground -disturbing construction activities (i.e., boring, grading, excavation, potholing, trenching, etc.). A monitor associated with one of the NAHC recognized Tribal governments which have commented on the project shall provide the Native American monitor. The monitor/consultant will only be present on -site during the construction phases that involve ground disturbing activities. Ground disturbing activities are defined by the Gala. ieleAe oand of Mig ,,.....d,...., Ki_h Slab,. as activities that may include, but are not limited to, pavement removal, pot -holing or auguring, grubbing, tree removals, boring, grading, excavation, drilling, and trenching, within the project area. The Tribal Monitor/consultant will complete daily monitoring logs that will provide descriptions of the day's activities, including construction activities, locations, soil, and any cultural materials identified. The on -site monitoring shall end when the project site grading and excavation activities are completed, or when the Tribal Representatives and monitor/consultant have indicated that the site has a low potential for impacting Tribal Cultural Resources. TCR-2: Unanticipated Discovery of Tribal Cultural and Archaeological Resources: Upon discovery of any tribal cultural or archaeological resources, cease construction activities in the immediate vicinity of the find until the find can be assessed. All tribal cultural and archaeological resources unearthed by project construction activities shall be evaluated by the qualified archaeologist and tribal monitor/consultant. If the resources are Native American in origin, the Gabrieleno Band of Mission Indians-Kizh Nation and the Juaneno Band of Mission Indians, Aciachemen Nation- Belardes shall coordinate with the landowner regarding treatment and curation of these resources. Typically, the Tribe will request preservation in place or recovery for educational purposes. Work may continue on other parts of the project while evaluation and, if necessary, additional protective mitigation takes place (CEQA Guidelines Section15064.5 [f]). If a resource is determined by the qualified archaeologist to constitute a "historical resource" or "unique archaeological resource", time allotment and funding Errata and Changes to the Draft IS/MND 3-1 November 2020 75B-33 Septic to Gravity Sewer Conversion Project Final Initial Study/Mitigated Negative Declaration sufficient to allow for implementation of avoidance measures, or appropriate mitigation, must be available. The treatment plan established for the resources shall be in accordance with CEQA Guidelines Section 15064.5(f) for historical resources. TCR-6: Kizh-Gabrieleno Procedures for burials and funerary remains: If the Gabrieleno Band of Mission Indians — Kizh Nation is designated MLD, the Koo-nas-gna Burial Policy shall be implemented. To the Tribe, the term "human remains" encompasses more than human bones. In ancient as well as historic times, Tribal Traditions included, but were not limited to, the preparation of the soil for burial, the burial of funerary objects with the deceased, and the ceremonial burning of human remains. The prepared soil and cremation soils are to be treated in the same manner as bone fragments that remain intact. Associated funerary objects are objects that, as part of the death rite or ceremony of a culture, are reasonably believed to have been placed with individual human remains either at the time of death or later; other items made exclusively for burial purposes or to contain human remains can also be considered as associated funerary objects. If a Tribe other than the Kizh is named as the Most Likely Descendent by the NAHC, then the landowner will consult with the appropriate Tribe in conformance with State Law. Errata and Changes to the Draft IS/MND 3-2 November 2020 75B-34 Septic to Gravity Sewer Conversion Project Final Initial Study/Mitigated Negative Declaration SECTION 4. MITIGATION MONITORING AND REPORTING PROGRAM 4.1 Mitigation Monitoring and Reporting Requirements Public Resources Code (PRC) Section 21081.6 (enacted by the passage of Assembly Bill [AB] 3180) mandates that the following requirements shall apply to all reporting or mitigation monitoring programs: ■ The public agency shall adopt a reporting or monitoring program for the changes made to the project or conditions of project approval in order to mitigate or avoid significant effects on the environment. The reporting or monitoring program shall be designed to ensure compliance during project implementation. For those changes which have been required or incorporated into the project at the request of a Responsible Agency or a public agency having jurisdiction by law over natural resources affected by the project, that agency shall, if so requested by the Lead Agency or a Responsible Agency, prepare and submit a proposed reporting or monitoring program. ■ The Lead Agency shall specify the location and custodian of the documents or other material, which constitute the record of proceedings upon which its decision is based. A public agency shall provide the measures to mitigate or avoid significant effects on the environment that are fully enforceable through permit conditions, agreements, or other measures. Conditions of project approval may be set forth in referenced documents which address required mitigation measures or in the case of the adoption of a plan, policy, regulation, or other project, by incorporating the mitigation measures into the plan, policy, regulation, or project design. ■ Prior to the close of the public review period for a draft Environmental Impact Report (EIR) or Mitigated Negative Declaration (MND), a Responsible Agency, or a public agency having jurisdiction over natural resources affected by the project, shall either submit to the Lead Agency complete and detailed performance objectives for mitigation measures which would address the significant effects on the environment identified by the Responsible Agency or agency having jurisdiction over natural resources affected by the project, or refer the Lead Agency to appropriate, readily available guidelines or reference documents. Any mitigation measures submitted to a Lead Agency by a Responsible Agency or an agency having jurisdiction over natural resources affected by the project shall be limited to measures that mitigate impacts to resources, which are subject to the statutory authority of, and definitions applicable to, that agency. Compliance or noncompliance by a Responsible Agency or agency having jurisdiction over natural resources affected by a project with that requirement shall not limit that authority of the Responsible Agency or agency having jurisdiction over natural resources affected by a project, or the authority of the Lead Agency, to approve, condition, or deny projects as provided by this division or any other provision of law. 4.2 Mitigation Monitoring and Reporting Procedures The Mitigation Monitoring and Reporting Program (MMRP) has been prepared in compliance with PRC Section 21081.6. 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( � - ) 2 & ) { k \\ \\ ƒ - k \ \ 0 \ ( / ( | § a \\ \o | � \ \ £ @ ! = ! � \ \\� \ \\ e 75B.51 REQUEST FOR COUNCIL/ HOUSING AUTHORITY A" ACTION CITY COUNCIL MEETING DATE: DECEMBER 15, 2020 TITLE: RECEIVE AND FILE HOUSING SUCCESSOR ANNUAL REPORT FOR FY 2019-20 — LOW AND MODERATE INCOME HOUSING ASSET FUND /s/ Kristine Ridge CITY MANAGER /s/ Steven Mendoza EXECUTIVE DIRECTOR RECOMMENDED ACTION CITY COUNCIL ACTION Receive and file. HOUSING AUTHORITY ACTION Receive and file. CLERK OF COUNCIL USE ONLY: Iq,N:101TAC ❑ As Recommended ❑ As Amended ❑ Ordinance on 1� Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER DISCUSSION Pursuant to the Dissolution Act, the City Council on January 9, 2012, designated the Housing Authority as the Successor Housing Agency to the dissolved Community Redevelopment Agency of the City of Santa Ana (RDA). Effective February 1, 2012, the Housing Authority retained the housing assets, duties, functions, and obligations of the former RDA and continued to complete the housing development projects encumbered prior to the dissolution of the RDA. Senate Bill (SB) 341, signed by the Governor on October 1, 2013, amended the Health & Safety Code (HSC) Section 34176 and addresses functions to be performed by the housing successor agencies. This bill, effective January 2014, required all housing successor agencies to provide an annual report to its governing body within six months after the end of the fiscal year, starting with FY 2013-14. Among the requirements is an independent financial audit of the Low and Moderate Income Housing Asset Fund (LMIHAF), and information regarding specific housing financial data and activities. The independent financial audit of the LMIHAF is included in the City's Comprehensive Annual Financial Report (CAFR) for FY 2019-20, as prepared by the Finance and Management Services Agency and posted on the City's website at https://www.santa-ana.org/finance/comprehensive-annual-financial-reports-cafr-and-other- financial-reports. Assembly Bill (AB) 1793, signed by the Governor on September 27, 2014, further amended HSC § 34176.1 to require housing successor agencies to include additional information on homeownership units assisted by the former RDA or housing successor that are subject to covenants or restrictions. The FY 2017-18 annual report included this additional information and 80A-1 Housing Successor Annual Report FY 2019-20 December 15, 2020 Page 2 any changes that occurred in the last fiscal year are identified in the FY 2019-20 annual report (Exhibit 1). FISCAL IMPACT There is no fiscal impact associated with this action. Submitted By: Steven A. Mendoza, Executive Director — Community Development Agency Exhibit: 1. Housing Successor Annual Report FY 2019-20 80A-2 HOUSING SUCCESSOR ANNUAL REPORT REGARDING THE LOW AND MODERATE INCOME HOUSING ASSET FUND FOR FISCAL YEAR 2019-2020 PURSUANT TO CALIFORNIA HEALTH AND SAFETY CODE SECTION 34176.1(f) FOR THE HOUSING AUTHORITY OF THE CITY OF SANTA ANA This Housing Successor Annual Report (Report) regarding the Low and Moderate Income Housing Asset Fund (LMIHAF) has been prepared pursuant to California Health and Safety Code Section 34176.1(f) and is dated as of December 15, 2020. This Report sets forth certain details of the Housing Authority of the City of Santa Ana (Housing Successor) activities during Fiscal Year 2019-2020 (Fiscal Year). The purpose of this Report is to provide the governing body of the Housing Successor an annual report on the housing assets and activities of the Housing Successor under Part 1.85, Division 24 of the California Health and Safety Code, in particular sections 34176 and 34176.1 (Dissolution Law). The following Report is based upon information prepared by Housing Successor staff and information contained within the independent financial audit of the Low and Moderate Income Housing Asset Fund, as incorporated in the City of Santa Ana Comprehensive Annual Financial Report for Fiscal Year 2019-2020 (Fiscal Year) as prepared by Clifton LarsonAllen LLP (Audit), which Audit is separate from this annual summary Report; further, this Report conforms with and is organized into sections I. through XII., inclusive, pursuant to Section 34176.1(f) of the Dissolution Law: I. Amount Deposited into LMIHAF: This section provides the total amount of funds deposited into the LMIHAF during the Fiscal Year. Any amounts deposited for items listed on the Recognized Obligation Payment Schedule (ROPS) must be distinguished from the other amounts deposited. II. Ending Balance of LMIHAF: This section provides a statement of the balance in the LMIHAF as of the close of the Fiscal Year. Any amounts deposited for items listed on the ROPS must be distinguished from the other amounts deposited. III. Description of Expenditures from LMIHAF: This section provides a description of the expenditures made from the LMIHAF during the Fiscal Year. The expenditures are to be categorized. IV. Statutory Value of Assets Owned by Housing Successor: This section provides the statutory value of real property owned by the Housing Successor, the value of loans and grants receivables, and the sum of these two amounts. HOUSING AUTHORITY OF THE CITY OF SANTA 9/20 Page 1 V. Description of Transfers: This section describes transfers, if any, to another housing successor agency made in previous Fiscal Year(s), including whether the funds are unencumbered and the status of projects, if any, for which the transferred LMIHAF will be used. The sole purpose of the transfers must be for the development of transit priority projects, permanent supportive housing, housing for agricultural employees or special needs housing. VI. Project Descriptions: This section describes any project for which the Housing Successor receives or holds property tax revenue pursuant to the ROPS and the status of that project. VI 1. Status of Compliance with Section 33334.16: This section provides a status update on compliance with Section 33334.16 for interests in real property acquired by the former redevelopment agency prior to February 1, 2012. For interests in real property acquired on or after February 1, 2012, provide a status update on the project. Vill. Description of Outstanding Obligations under Section 33413: This section describes the outstanding inclusionary and replacement housing obligations, if any, under Section 33413 that remained outstanding prior to dissolution of the former redevelopment agency as of February 1, 2012 along with the Housing Successor's progress in meeting those prior obligations, if any, of the former redevelopment agency and how the Housing Successor's plans to meet unmet obligations, if any. IX. Income Test: This section provides the information required by Section 34176.1(a)(3)(B), or a description of expenditures by income restriction for five year period, with the time period beginning January 1, 2014 and whether the statutory thresholds have been met. Information is provided covering the period of July 1, 2015 — June 30. 2020. X. Senior Housing Test: This section provides the percentage of units of deed -restricted rental housing restricted to seniors and assisted individually or jointly by the Housing Successor, its former redevelopment Agency, and its host jurisdiction within the previous 10 years in relation to the aggregate number of units of deed -restricted rental housing assisted individually or jointly by the Housing Successor, its former Redevelopment Agency and its host jurisdiction within the same time period. For this Report the ten-year period reviewed is January 1, 2010 to December 31, 2019. XI. Excess Surplus Test: This section provides the amount of excess surplus in the LMIHAF, if any, and the length of time that the Housing Successor has had excess surplus, and the Housing Successor's plan for eliminating the excess surplus. XI I. Inventory of Homeownership Units: This section provides an inventory of homeownership units assisted by the former redevelopment agency or the Housing Successor that are subject to covenants or restrictions or to an adopted program that HOUSING AUTHORITY OF THE CITY OF SANTA 9/20 Page 2 protects the former redevelopment agency's investment of moneys from the Low and Moderate Income Housing Fund pursuant to Section 33334.3(f). This Report is to be provided to the Housing Successor's governing body by December 31, 2020. In addition, this Report and the former redevelopment agency's pre -dissolution Implementation Plans are to be made available to the public on the City's website (https://www.santa-ana.org/cd/oversight-board.) I. AMOUNT DEPOSITED INTO LMIHAF A total of $1,371,881 was deposited into the LMIHAF during the Fiscal Year. Of the total funds deposited into the LMIHAF, a total of $0 was held for items listed on the ROPS. II. ENDING BALANCE OF LMIHAF At the close of the Fiscal Year, the ending balance in the LMIHAF was $3,677,259 of which $0 is held for items listed on the ROPS. III. DESCRIPTION OF EXPENDITURES FROM LMIHAF The following is a description of expenditures from the LMIHAF by category: Monitoring & Administration Expenditures $ 275,202 1 Homeless Prevention and Rapid Rehousing Services Expenditures $ 0 Housing Development Expenditures ➢ Expenditures on Moderate Income Units $ 0 ➢ Expenditures on Low Income Units $ 16,632 ➢ Expenditures on Very -Low Income Units $ 26,867 ➢ Expenditures on Extremely -Low Income Units $ 43,499 ➢ Total Housing Development Expenditures $ 86,998 Total LMIHAF Expenditures in Fiscal Year $ 362,200 2 The independent financial audit of the LMIHAF includes an additional $4,826,386 for bad debt expenses for loans receivable, for a total expenditure of $5,101,588. 2 Including the additional item from footnote 1 above, the total LMIHAF per the audit is $5,188,586. HOUSING AUTHORITY OF THE CITY OF SANTA 9/20 Page 3 10010110-1151 IV. STATUTORY VALUE OF ASSETS OWNED BY HOUSING SUCCESSOR IN LMIHAF Under the Dissolution Law and for purposes of this Report, the "statutory value of real property" means the value of properties formerly held by the former redevelopment agency as listed on the housing asset transfer schedule approved by the Department of Finance as listed in such schedule under Section 34176(a)(2), the value of the properties transferred to the Housing Successor pursuant to Section 34181(0, and the purchase price of property(ies) purchased by the Housing Successor. Further, the value of loans and grants receivable is included in these reported assets held in the LMIHAF. The following provides the statutory value of assets owned by the Housing Successor. V. DESCRIPTION OF TRANSFERS The Housing Successor did not make any LMIHAF transfers to other Housing Successor(s) under Section 34176.1(c)(2) during the Fiscal Year. VI. PROJECT DESCRIPTIONS The following is a description of project(s) for which the Housing Successor receives or holds property tax revenue pursuant to the ROPS as well as the status of the project(s): N/A All former projects on the ROPS have been VI 1. STATUS OF COMPLIANCE WITH SECTION 33334.16 Section 34176.1 provides that Section 33334.16 does not apply to interests in real property acquired by the Housing Successor on or after February 1, 2012; however, this Report presents a status update on the project related to such real property. With respect to interests in real property acquired by the former redevelopment agency prior to February 1, 2012, the time periods described in Section 33334.16 shall be deemed to have commenced on the date that the Department of Finance approved the property as a housing asset in the LMIHAF; thus, as to real property acquired by the former redevelopment agency HOUSING AUTHORITY OF THE CITY OF SANTA 9/20 Page 4 now held by the Housing Successor in the LMIHAF, the Housing Successor must initiate activities consistent with the development of the real property for the purpose for which it was acquired within five years of the date the DOF approved such property as a housing asset. The following provides a status update on the real property or properties housing asset(s) that were acquired prior to February 1, 2012 and compliance with five-year period: Deadlineto Date of Initiate Development Address.. Remnant parcels at 10/30/02 02/14/18 Included in Request for Spurgeon & E. 22ntl St. Proposals #19-063 for the development and/or sale of the site; No award from this RPF at this time. 801, 809 & 809'/2 E. 07/29/09 02/14/18 Pre -commitment letter issued Santa Ana Blvd. to developer in January 2019; Developer pursuing additional gap funding. 826 N. Lacy 07/29/09 02/14/18 Pre -commitment letter issued to developer in March 2019; Ground lease agreement approved in November 2020. 1126 & 1146 Washington 09/05/07 02/14/18 Pre -commitment letter issued to developer in July 2019; Project received entitlements in February 2020 and is currently undergoing additional environmental assessments. The following provides a status update on the project(s) for property or properties that have been acquired by the Housing Successor using LMIHAF on or after February 1, 2012: Vill. DESCRIPTION OF OUTSTANDING OBLIGATIONS PURSUANT TO SECTION 33413 Replacement Housing: According to the FY 2010 — FY 2015 Implementation Plan for the former redevelopment agency, the following replacement housing obligations were transferred to the Housing Successor: HOUSING AUTHORITY OF THE CITY OF SANTA 2 19/20 Page 5 One (1) very -low income five -bedroom unit was removed in 2005. The replacement housing obligation transferred to the Housing Successor was fulfilled in a previous fiscal year with the WBBB project that accommodated a five -bedroom unit within the site. At the end of Fiscal Year 2019-2020, the Housing Successor has met all replacement housing obligations transferred from the former redevelopment agency. Inclusionary/Production Housing. According to the FY 2010 — FY 2015 Implementation Plan for the former redevelopment agency, no Section 33413(b) inclusionary/production housing obligations were transferred to the Housing Successor. The former redevelopment agency's Implementation Plans are posted on the City's website at hftps://www.santa- ana.org/cd/oversight-board. IX. EXTREMELY -LOW INCOME TEST Section 34176.1(a)(3)(B) requires that the Housing Successor must require at least 30% of the LMIHAF to be expended for development of rental housing affordable to and occupied by households earning 30% or less of the AMI. If the Housing Successor fails to comply with the Extremely -Low Income requirement in any five-year report, then the Housing Successor must ensure that at least 50% of the funds remaining in the LMIHAF be expended in each fiscal year following the latest fiscal year following the report on households earning 30% or less of the AMI until the Housing Successor demonstrates compliance with the Extremely -Low Income requirement. This information below is for the period of July 1, 2015 — June 30, 2020: AMI FY 2015/16 FY 2016/17 FY 2017/18' FY 2018/19 FY 2019/20 Totals 80%- 120% $445,032 $34,847 $0 $150,827 $0 $630,706 50%-80% $300,376 $98,746 $1,624,510 $2,921,302 $16,632 $4,961,566 30%-50% $0 $0 $2,606,004 $471,213 $26,867 $3,104,084 0%-30% $0 $0 $4,219,469 $1,411,963 $43,499 $5,674,931 Totals $745,408 $133,593 $8,449,983 $4,955,305 $86,998 $14,371,287 % of Funds Expended on 30% or Less of AMI 0% 0% 49.93% 28.49% 50.00% 39.49% ' Expenditures reflected corrected totals as compared to original FY 2017-18 report. $8,437,513 in loans for the development of 69 affordable housing units were not included. X. SENIOR HOUSING TEST The Housing Successor is to calculate the percentage of units of deed -restricted rental housing restricted to seniors and assisted by the Housing Successor, the former redevelopment agency and/or the City within the previous 10 years in relation to the aggregate number of units of deed -restricted rental housing assisted by the Housing Successor, the former redevelopment agency and/or City within the same time period. If this percentage exceeds 50%, then the Housing Successor cannot expend future funds in the LMIHAF to assist additional senior housing units until the Housing Successor or City assists and construction has commenced on a HOUSING AUTHORITY OF THE CITY OF SANTA 9/20 Page 6 10010110-1151 number of restricted rental units that is equal to 50% of the total amount of deed -restricted rental units. The following provides the Housing Successor's Senior Housing Test for the 10 year period of January 1, 2010 to December 31, 2019: XI. EXCESS SURPLUS TEST Excess Surplus is defined in Section 34176.1(d) as an unencumbered amount in the account that exceeds the greater of one million dollars ($1,000,000) or the aggregate amount deposited into the account during the Housing Successor's preceding four Fiscal Years, whichever is greater. The following provides the Excess Surplus test for the preceding four Fiscal Years: HOUSING AUTHORITY OF THE CITY OF SANTA 9/20 Page 7 The LMIHAF does not have an Excess Surplus. (Refer to calculation below.) Fund Balance — June 30, 2020 $29,197,585 Less Unavailable Amounts Loans and notes ( 22,745,000) Land held for resale ( 2,855,050) Restricted cash and investments with fiscal agent ( 4,587) Liabilities —Accounts payables & deposits ( 87,077) Deferred inflows of revenues ( 3,740) Project Commitments and Monitoring ( 1,319,947) Available Low Income Housing Funds 2,182,184 Limitation (Greater of $1,000,000 or Four Years Deposits): Aggregate amounts deposited for preceding four fiscal years 2016 — 2017 138,585 2017 — 2018 540,960 2018 — 2019 786.125 2019 — 2020 1,371,881 Total deposits for the preceding four fiscal years 2,837,551 Base limitation 1,000,000 Greater Amount 2,837,551 Computed Excess Surplus — June 30, 2020 $ XI I. INVENTORY OF HOMEOWNERSHIP UNITS (A) As of June 30, 2020, there was a total of 59 homeownership units and 865 rental units subject to covenants or restrictions. Of this total, all 924 units had affordability restrictions. (B) During FY 2019-20, one (1) single family unit was lost to the portfolio as the borrower paid off the loan earlier than the original maturity date. (C) There were no funds returned to the Housing Successor as part of an adopted program that protects the former redevelopment agency's investment of moneys from the former Low and Moderate Income Housing Fund in FY 2019-20. (D) The Housing Authority of the City of Santa Ana has not contracted with any outside entity for the management of the units. HOUSING AUTHORITY OF THE CITY OF SANTA 9M 1 1 Y /20 Page 8