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HomeMy WebLinkAboutAgenda Packet_2023-02-07City Council and Housing Authority Meeting Packet February 7, 2023 CLOSED SESSION MEETING - 5:00 PM REGULAR OPEN MEETING - 5:45 PM (Immediately following the Closed Session Meeting) CITY COUNCIL CHAMBER 22 Civic Center Plaza Santa Ana, CA 92701 Valerie Amezcua Mayor Thai Viet Phan Councilmember—Ward 1 Jessie Lopez Mayor Pro Tern - Ward 3 Johnathan Ryan Hernandez Councilmember -Ward 5 Benjamin Vazquez Councilmember -Ward 2 Phil Bacerra Councilmember - Ward 4 David Penaloza Councilmember -Ward 6 Mayor and Council telephone: 714-647-6900 Agenda item inquiries: 714-647-6520 Sonia R. Carvalho Kristine Ridge Norma Orozco City Attorney City Manager Assistant Clerk of the Council In compliance with the Americans with Disabilities Act (ADA), if you need special assistance to participate in this Meeting, ®contact Michael Ortiz, City ADA Program Coordinator, at (714) 647-5624. Notification 48 hours prior to the Meeting will enable the City to make reasonable arrangements to assure accessibility to this meeting. The City Council agenda and supporting documentation can be found on the City's website — www.santa-ana.org/city-meetings. City Council 1 2/7/2023 CITY VISION AND CODE OF ETHICS The City of Santa Ana is committed to achieving a shared vision for the organization and its community. The Vision, Mission and Guiding Principles (Values) are the result of a thoughtful and inclusive process designed to set the City and organization on a course that meets the challenges of today and tomorrow, as follows: Vision - The dynamic center of Orange County which is acclaimed for our: Investment in youth • Safe and healthy community • Neighborhood pride • Thriving economic climate Enriched and diverse culture • Quality government services Mission - To deliver efficient public services in partnership with our community which ensures public safety, a prosperous economic environment, opportunities for our youth, and a high quality of life for residents. Guiding Principles - Collaboration • Efficiency • Equity • Excellence • Fiscal Responsibility Innovation • Transparency Code of Ethics and Conduct - At the Special Municipal Election held on February 5, 2008, voters approved an amendment to the City Charter which established the Code of Ethics and Conduct for elected officials and members of appointed boards, commissions, and committees to assure public confidence. The following are the core values expressed: Integrity • Honesty • Responsibility • Fairness • Accountability • Respect • Efficiency City Council 2 2/7/2023 Members of the public may attend the City Council meeting in -person or join via Zoom. The City Council meeting will occur live via teleconference Zoom webinar. You may view the meeting from your computer, tablet or smart phone via YouTube LiveStream at www.youtube.com/user/SantaAnaLibrary or on CTV3, available on Spectrum channel 3. PUBLIC COMMENTS — Members of the public who wish to address the City Council on closed session items, items on the regular agenda or on matters which are not on the agenda, but are within the subject matter jurisdiction of the City Council may do so by one of the following ways: • MAILING OPTION written communications — Public comments may be mailed to: Office of the Clerk of the Council, 20 Civic Center Plaza M-30, Santa Ana, CA 92701. All written communications received via mail by 4:00 p.m. on the day of the meeting will be distributed to the City Council and imaged into the City's document archive system which is available for public review. • SENDING E-MAIL OPTION — Public comments may be sent via email to the City Clerk's office at eComment@santa-ana.org. Please note the agenda item you are commenting on in the subject line of the email. All emails received before 4:00 p.m. on the day of the meeting will be distributed to the City Council and imaged into the City's document archive system which is available for public review. • LIVE VIRTUAL OPTION — Members of the public may provide live comments during the meeting by Zoom or Conference Call. To join by Zoom click on or type the following address into your web browser httgs://us02web.zoom.us/j/315965149. To join the Conference Call: Dial (669) 900-9128 and enter MEETING ID: 315 965 149#. You will be prompted by the City Clerk when it is time for a: i) closed session item, ii) general agenda item, iii) public hearing item, iv) special agenda item, or v) for Housing Authority item. You may request to speak by dialing "9 from your phone or you may virtually raise your hand from Zoom. After the Clerk confirms the last three digits of the caller's phone number or Zoom ID and unmutes them, the caller must press '6 or microphone icon to speak. Callers are encouraged, but not required, to identify themselves by name. Each caller will be provided three (3) minutes to speak, unless due to the number of speakers wanting to speak a decision is made to provide a different amount of time to speak. • IN -PERSON OPTION - Members of the public can provide in -person comments at the podium in the Council Chamber. The Council Chamber will have seating available for members of the public to attend the meeting in -person. Public comments are limited to three (3) minutes per speaker, unless a different time is announced by the presiding chair. Speakers who wish to address the Council must do so by submitting a "Request to Speak" card by 5:00 p.m. for Closed Session items and by 6:00 p.m. for all other designated public comment periods as listed below. Cards will not be accepted after the Public Comment Session begins without the permission of the presiding chair. The following designated public comment periods are: 1. LIVE PUBLIC COMMENTS ON CLOSED SESSION ITEMS —You can provide live comments on closed session items by joining Zoom or the Conference Call as described in City Council 3 2/7/2023 the LIVE or IN -PERSON PUBLIC COMMENTS OPTION above. Speaker queue will open at 4:30 p.m. YOU MUST JOIN ZOOM OR THE CONFERENCE CALL BY 5:00 p.m. Speakers who are not in the speaker queue by 5:00 p.m. will not be permitted to speak. 2. LIVE PUBLIC COMMENTS ON REGULAR AGENDA ITEMS AND NON -AGENDA ITEMS (GENERAL PUBLIC COMMENT) —You can provide comments byjoining Zoom or the Conference Call as described in the LIVE or IN -PERSON PUBLIC COMMENTS OPTION above. Speaker queue will open at 4:30 p.m. YOU MUST JOIN ZOOM OR THE CONFERENCE CALL PRIOR TO 6:00 p.m. Speakers who are not in the speaker queue by 6:00 p.m. will not be permitted to speak. 3. LIVE PUBLIC COMMENTS ON HOUSING AUTHORITY ITEMS — You can provide comments by joining Zoom or the Conference Call as described in the LIVE or IN -PERSON PUBLIC COMMENTS OPTION above. Speakers not in the queue by 6:00 p.m. will not be permitted to speak. About the Agenda To download or view the attachments (staff report and other supporting documentation) for each agenda item, you must select the agenda item to see the attachments to either open in a new link (the eyeball0) or download a pdf (the cloud symbol with the down arrow 0 ). City Council 4 2/7/2023 CLOSED SESSION CALL TO ORDER ATTENDANCE Council Members Mayor Pro Tern Mayor City Manager City Attorney Clerk of the Council ROLL CALL Phil Bacerra Johnathan Ryan Hernandez David Penaloza Thai Viet Phan Benjamin Vazquez Jessie Lopez Valerie Amezcua Kristine Ridge Sonia R. Carvalho Norma Orozco PUBLIC COMMENTS — Members of the public may address the City Council on Closed Session items. CLOSED SESSION ITEMS — The Brown Act permits legislative bodies to discuss certain matters without members of the public present. The City Council finds, based on advice from the City Attorney, that discussion in open session of the following matters will prejudice the position of the City in existing and anticipated litigation: 1. THREAT TO PUBLIC SERVICES OR FACILITIES pursuant to subdivision (a) of Section 54957 of the Government Code: Consultation with Santa Ana Police Department, Chief David Valentin 2. CONFERENCE WITH LABOR NEGOTIATOR pursuant to Government Code Section 54957.6(a): Agency Negotiators: Human Resources Executive Director, Jason Motsick Employee Organizations: • Santa Ana Police Officers Association (POA) • Service Employees' International Union (SEIU) Full -Time Employees • Confidential Association of Santa Ana (CASA) • Santa Ana Management Association (SAMA) 3. CONFERENCE WITH LEGAL COUNSEL- INITIATION OF LITIGATION pursuant to Paragraph (4) of subdivision (d) of Section 54956.9 of the Government Code: One (1) case City Council 5 2/7/2023 Consideration of Amicus Brief, So Cal Recovery. LLC: Roger Lawson v. City of Costa Mesa, Case No. 20-55820 (United States Court of Appeals for the Ninth Circuit) and Raw Recovery. LLC v. City of Costa Mesa, Case No. 20-55870 (United States Court of Appeals for the Ninth Circuit) CLOSED SESSION REPORT — The City Attorney will report on any action(s) to be taken at the Regular Open Session which will begin immediately following the Closed Session. RECESS — City Council will recess to Closed Session for the purpose of conducting regular City business. RECONVENE — City Council will reconvene to continue regular City business. City Council 6 2/7/2023 CITY COUNCIL REGULAR OPEN SESSION CALL TO ORDER ROLL CALL PLEDGE OF ALLEGIANCE Mayor Amezcua WORDS OF INSPIRATION Pastor Anh Tuan Nguyen CEREMONIAL PRESENTATIONS Proclamation presented by Mayor Amezcua to the American Heart Association declaring February 2023 as American Heart Month. 2. Proclamation presented by Mayor Pro Tern Lopez to the Santa Ana Unified School District and the Santa Ana Youth Mental Health Sub -Committee declaring February 2023 as We Care Month. 3. Proclamation presented by Councilmember Hernandez and Mayor Amezcua to the Second Baptist Church of Santa Ana and the Orange County Heritage Council declaring February 2023 as Black History Month. CLOSED SESSION REPORT — The City Attorney will report on any action(s) from Closed Session. PUBLIC COMMENT — Public comments will be held during the beginning of the meeting for ALL comments on agenda and non -agenda items. CONSENT CALENDAR RECOMMENDED ACTION: Approve staff recommendations on the following Consent Calendar Items: 4 through 30. 4. Excused Absences Department(s): Clerk of the Council Office Recommended Action: Excuse the absent members. 5. Adopt Ordinance No. NS-XXXX— AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA DISESTABLISHING THE DOWNTOWN SANTA ANA BUSINESS IMPROVEMENT DISTRICT First reading at the January 17, 2023 City Council meeting and approved by a vote of 7-0. Published in the Orange County Reporter on January 27, 2022. City Council 7 2/7/2023 Department(s): Community Development Agency Recommended Action: Place ordinance to Disestablish the Downtown Santa Ana Business Improvement District on second reading and adopt. 6. Adopt Ordinance No. NS-XXXX—ZONING ORDINANCE AMENDMENT NO. 2022-03 — AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AMENDING PORTIONS OF CHAPTER 41 (ZONING) OF THE SANTA ANA MUNICIPAL CODE RELATING TO FAMILY DAYCARE, REGIONAL PLANNED SIGN PROGRAM REGULATIONS, MASSAGE ESTABLISHMENTS, CONDITIONALLY - PERMITTED USES IN THE PROFESSIONAL ZONING DISTRICT, RETAIL USES IN INDUSTRIAL ZONES, TRASH BIN ENCLOSURES, URBAN LOT SPLIT AND TWO - UNIT DEVELOPMENT STANDARDS, NOXIOUS USES, DEFINITIONS FOR VARIOUS USES, ELECTRIC FENCES, SYNTHETIC TURF, AND PERMIT REQUIREMENTS FOR LIGHT PROCESSING FACILITIES First reading at the January 17, 2023 City Council meeting and approved by a vote of 7-0. Published in the Orange County Reporter on January 27, 2022. Pursuant to the California Environmental Quality Act ("CEQA") and the state CEQA Guidelines, the adoption of this Ordinance is exempt from CEQA review pursuant to Sections 15060(c)(2) and 15060(c)(3) of the State CEQA Guidelines because it will not result in a direct or reasonably foreseeable indirect physical change in the environment, as there is no possibility it will have a significant effect on the environment and it is not a "project", as defined in Section 15378 of the CEQA Guidelines. As a result, a Notice of Exemption, Environmental Review No. 2022-73 will be filed upon adoption of this ordinance. Department(s): Planning and Building Agency Recommended Action: Place ordinance on second reading and adopt. 7. Appoint Isabella Guerra Nominated by Mayor Amezcua as the Mayoral Representative to the Youth Commission for a Full -Term Expiring December 10, 2024 Department(s): Clerk of the Council Office Recommended Action: Appoint Isabella Guerra to the Youth Commission as the City - Wide representative and administer Oath of Office. 8. Appoint Various Boards and Commissions Members Nominated by Councilmember Vazquez as the Ward 2 Representatives for a Full Term Expiring December 8, 2026 (Revised 2/1/2023) Department(s): Clerk of the Council Office Recommended Action: Appoint. 1. Joese Hernandez - Arts and Culture Commission City Council 8 2/7/2023 2. Maria Zacarias Torres - Parks, Recreation and Community Services Commission 3. Ginelle Hardy— Historic Resources Commission 4. Gabriela Hernandez -Castillo — Personnel Board 5. Manuel Escamilla — Planning Commission 6. Ilyn Jaimes — Youth Commission 9. Appoint Jennifer Oliva Nominated by Council member Penaloza as the Ward 6 Representative to the Planning Commission for a Full -Term Expiring December 8, 2026 (Revised 2/1/2023) Department(s): Clerk of the Council Office Recommended Action: Appoint Jennifer Oliva to the Planning Commission as the Ward 6 representative and administer Oath of Office. 10. Receive and File Citywide Field Renovation Schedule Department(s): Public Works Agency Recommended Action: Receive and File Citywide Field Renovation Schedule for 2023 to 2024. 11. Receive and File Trash Enclosure Update Department(s): Public Works Agency Recommended Action: Receive and File Trash Enclosure Update informational report. 12. Quarterly Report for Housing Division Projects and Activities for the period of October 1, 2022 to December 31, 2022. Department(s): Community Development Agency Recommended Action: Receive and file the Quarterly Report for Housing Division Projects and Activities for the period of October 1, 2022 to December 31, 2022. 13. Amend Blanket Order Contract with Home Depot for Construction, Maintenance, and Repair Materials and Supplies to Extend Term for an Additional Four-year Period Ending December 31, 2026 (Specification No. 17-121) (General and Non -General Fund) Department(s): Finance and Management Services Recommended Action: Amendment blanket order contract with Home Depot for construction, maintenance, and repair materials and supplies to extend the term for an additional four-year period ending December 31, 2026, with provision for five subsequent one-year renewal periods exercisable by the City Manager in an annual amount not to exceed $252,000, subject to non -substantive changes approved by the City Manager and City Attorney. City Council 9 2/7/2023 14. Approve a Purchase Order in the Amount of $282,171 to Musco Sports Lighting, LLC. for LED Sports Lighting with Related Supplies and Services (Project No. 23-2604) (Non -General Fund) Department(s): Public Works Agency Recommended Action: Authorize a one-time purchase order to Musco Sports Lighting, LLC. for the purchase of LED sports lighting and installation services for the Santa Ana Stadium in the amount of $282,171, with a contingency of $42,326 for a total of $324,497, subject to non -substantive changes approved by the City Manager and the City Attorney. 15. Award Purchase Order to Penske Chevrolet of Cerritos in the Amount of $346,134 for One 2023 Chevrolet Colorado Crew Cab Short Bed Truck, and Five 2023 Chevrolet Colorado Crew Cab Long Bed Trucks (Specification No. 22-134) (General Fund and Non -General Fund) Department(s): Public Works Agency Recommended Action: Authorize a one-time purchase and payment of purchase order to Penske Chevrolet of Cerritos for the purchase of one 2023 Chevrolet Colorado Crew Cab Short Bed Truck, and five 2023 Chevrolet Colorado Crew Cab Long Bed Trucks, in the amount of $336,134, plus a contingency of $10,000, for a total amount not to exceed $346,134, subject to non -substantive changes approved by the City Manager and City Attorney. 16. Award a Purchase Order in the Amount of $399,274 to National Auto Fleet Group for Eight Chevrolet Colorado Trucks for the Public Works Maintenance Services, Building Maintenance, CIP Engineering, and NPDES Divisions (Specification No. 22-135) (Non -General Fund) Department(s): Public Works Agency Recommended Action: Authorize a one-time purchase and payment of purchase order to National Auto Fleet Group for the purchase of eight Chevrolet Colorado Trucks in the amount of $369,274, plus a contingency of $30,000, for a total amount not to exceed $399,274, subject to non -substantive changes approved by the City Manager and City Attorney. 17. Approve Appropriation Adjustment Recognizing $674,887 in Supplemental Law Enforcement Services Account Funds and Spending Plan (Non -General Fund) Department(s): Police Department Recommended Action: 1. Approve an appropriation adjustment recognizing $674,887 in Law Enforcement Grants revenue account and appropriate same to the Supplemental Law Enforcement Services Fund expenditure account. (Requires five affirmative votes) 2. Approve use of the Supplemental Law Enforcement Services Account funds for City Council 10 2/7/2023 frontline municipal police services as included within this staff report. 18. Approve Appropriation Adjustment to Recognize Remainder Disbursement of Homeless Housing, Assistance and Prevention Program Funds — Round 3 (Non - General Fund) Department(s): Community Development Agency Recommended Action: Approve appropriation adjustment recognizing $8,232,281.35 in funds from the State of California, Business, Consumer Services and Housing Agency in revenue account (no.12218002-52025) and appropriate the same amount to expenditure account (no. 12218717-various) to address homelessness in the City of Santa Ana. (Requires five affirmative votes) 19. Approve Appropriation Adjustment to Recognize Permanent Local Housing Allocation (Non -General Fund) Department(s): Community Development Agency Recommended Action: Approve an appropriation adjustment recognizing $4,795,654 in funds from the State of California, into the Permanent Local Housing Allocation (PLHA) Program revenue account and appropriate the same amount into the PLHA Round 3 expenditure account to address homelessness in the City of Santa Ana. (Requires five affirmative votes) 20. Approve Agreement with 3Di, Inc. for the Rent Stabilization and Just Cause Eviction Ordinance Rental Registry Portal (Non -General Fund) Department(s): Community Development Agency Recommended Action: Authorize the City Manager to execute an agreement with 3Di, Inc. to implement, operate, and maintain a rental registry portal for the Rent Stabilization and Just Cause Eviction Ordinance, for a three-year term beginning on February 7, 2023 through January 31, 2026, in an amount not to exceed $305,895, subject to non -substantive changes approved by the City Manager and City Attorney (Agreement No. 2023-XXX). 21. Approve a First Amendment to the FY 21-22 Agreement with Habitat for Humanity to Administer the Residential Rehabilitation Grant Program (Non -General Fund) Department(s): Community Development Agency Recommended Action: Approve a First Amendment to the FY 21-22 Agreement with Habitat for Humanity of Orange County for the administration of the Residential Rehabilitation Grant Program to increase it by $11,000 for a new total agreement amount of $556,532, subject to non -substantive changes approved by the City Manager and City Attorney (Agreement No. 2023-XXX). 22. Approve Agreements with Delhi Center and Seva Collective for Food Distribution City Council 11 2/7/2023 Programs for a One -Year Term in an Aggregate Amount Not to Exceed $500,000 (Revive Santa Ana Program) Department(s): City Manager Office Recommended Action: Authorize the City Manager to execute agreements with Delhi Center and Seva Collective to operate food distribution programs for a one-year term beginning March 1, 2023 and expiring February 29, 2024, in a total shared aggregate amount not to exceed $500,000, subject to non -substantive changes approved by the City Manager and City Attorney (Agreement Nos. 2023-XXX and 2023-XXX). 23. Approve a Master Renewal Agreement with System Innovators for Citywide Europay, MasterCard, and Visa ("EMV") Chip & PIN Credit Card Hardware Purchases and Payment Card Industry Data Security Standard ("PCI DSS") Cashiering Software System Upgrades to the City's existing "iNovah" Centralized Cashiering System, in an Amount not to Exceed $765,032 and Approve a Corresponding Support and Maintenance Agreement for the City's Upgraded Cashiering system, Including Ongoing Professional Software and Hardware services in an Amount not to Exceed $592,946 (General and Non -General Fund) Department(s): Finance and Management Services Recommended Action: Authorize the City Manager to execute a master renewal agreement with System Innovators, a division of N. Harris Computer Corporation, for a comprehensive upgrade of iNovah, the City's revenue management and cashiering software system, necessary for EMV Chip & PIN credit card transactions and PCI DSS compliance. The master renewal agreement would include related payment terminal hardware purchases and a software system upgrade, plus contingent options for software integrations with PRCSA's Centaman Zoo Ticketing System, CivicRec Reservation System and, plus PBA's Clariti Land Management System, and CDA- Housing's Rental Registry Fee Program System, commencing February 7, 2023, and expiring December 31, 2025, with a provision for two (2) renewal options of three (3) years, and one (1) year; respectively, ending December 31, 2029 in an amount not to exceed $765,032, which includes a contingency of $562,262 for the life of the agreement subject to non -substantive changes approved by the City Manager and City Attorney (Agreement No. 2023-XXX). 2. Authorize the City Manager to execute a corresponding Support and Maintenance Agreement with System Innovators, a division of N. Harris Computer Corporation, for on -going software and hardware support and maintenance of the upgraded iNovah cashiering system, commencing February 7, 2023, and expiring December 31, 2025, with a provision for two (2) renewal options of three (3) years, and one (1) year; respectively, ending December 31, 2029 in an amount not to exceed $592,946, which includes a contingency of $77,341 for the life of the agreement subject to non - substantive changes approved by the City Manager and City Attorney (Agreement No. 2023-XXX). 24. Approve Agreement for City Clerk Appointment City Council 12 2/7/2023 Department(s): Human Resources Recommended Action: Authorize the Mayor to execute an employment agreement outlining the terms and conditions of the appointment of Jennifer Hall as the City Clerk for the City of Santa Ana (Agreement No. 2023-XXX). 25. Approve Amendment to Agreement with Axon Enterprise, Inc. in the amount of $376,379 for Interview Room Camera System (Non -General Fund) Department(s): Police Department Recommended Action: Authorize the City Manager to execute an amendment to the master services agreement with Axon Enterprise, Inc. to provide interview room camera equipment and services to the Police Department, in an additional amount not to exceed $376,379 for a total aggregate amount not to exceed $5,564,017, for the period of June 1, 2023 through June 30, 2027, subject to non -substantive changes approved by the City Manager and City Attorney (Agreement No. 2023-XXX). 26. Amend Agreements with GK & Associates; Interest Consulting Group, Inc.; Penco, a Cannon Company; Project Partners, Inc.; and Transtech Engineers, Inc. to Increase the Shared Contract Amount by $2,500,000 for On -Call Engineering, Technical, and Administrative Support Services (General and Non -General Fund) Department(s): Public Works Agency Recommended Action: Authorize the City Manager to execute amendments to the agreements with GK & Associates; Interest Consulting Group, Inc.; Penco, a Cannon Company; Project Partners, Inc.; and Transtech Engineers, Inc. to increase the shared contract amount by $2,500,000, for a total shared aggregate amount not to exceed $10,000,000, for Engineering, Technical, and Administrative Support Services for the remaining term of the agreement, beginning May 18, 2021, through July 14, 2024 subject non -substantive changes approved by the City Manager and City Attorney (Agreement No. 2023-XXX). 27. Approve Agreement with TrueLine Construction and Surfacing for Outdoor Sports Court Resurfacing Citywide in an Amount Not to Exceed $1,790,290 for a Five -Year Term (General Fund) Department(s): Public Works Agency Recommended Action: Authorize the City Manager to execute an agreement with TrueLine Construction and Surfacing, Inc., to provide outdoor sports court resurfacing citywide in the amount of $195,988, with an annual contingency of $162,070, for a total agreement amount not to exceed $358,058, for a three-year period beginning February 7, 2023 to February 6, 2026, with an option for two, one-year extensions, subject non -substantive changes approved by the City Manager and City Attorney (Agreement No. 2023-XXX). 28. Approve Agreement with FieldTurf USA, Inc. for Artificial Turf Sports Field City Council 13 2/7/2023 Maintenance Services in an Amount Not to Exceed $520,800 for a Five -Year Term (General Fund) Department(s): Public Works Agency Recommended Action: Authorize the City Manager to execute an agreement with FieldTurf USA, Inc. to provide artificial turf sports field maintenance in the amount of $86,800, with a contingency of $17,360, for a total agreement amount not to exceed $520,800 for a three-year period beginning February 7, 2023 to February 6, 2026, with an option for two, one-year extensions, subject non -substantive changes approved by the City Manager and City Attorney (Agreement No. 2023-XXX). 29. Adopt a Resolution Approving the Construction Installment Sale Agreement with the California State Water Resources Control Board for Financing of the Automated Metering Infrastructure Project (Non -General Fund) Department(s): Public Works Agency Recommended Action: Resolution No. 2023-XXX — Adopt a Resolution approving the Construction Installment Sale Agreement (D2202006) with the California State Water Resources Control Board for financing of the Automated Metering Infrastructure Project, in an amount up to $10,117,365 (Agreement No. 2023-XXX). 30. Teleconferencing for Meetings of City Council and All Boards, Committees, and Commissions Pursuant to the Provisions of Assembly Bill 361 Department(s): Clerk of the Council Office Recommended Action: Resolution No. 2023-XXX— Adopt a resolution to consider continuing the use of teleconferencing for City Council, board, committee, and commission meetings pursuant to the provisions of Assembly Bill 361 for the next 30 days. **END OF CONSENT CALENDAR** OATH OF OFFICE — Administer Oath of Office to the newly appointed Board and Commission members present. BUSINESS CALENDAR 31. Review the City Council Standing Subcommittees Interest List and Appoint Members Department(s): Clerk of the Council Office Recommended Action: Review the City Council Standing Subcommittees interest list and appoint members to serve as representatives through December 2024 to the: 1. School Collaboration City Council Subcommittee City Council 14 2/7/2023 2. Public Safety and Homelessness City Council Standing Subcommittee 3. Legislative City Council Standing Subcommittee 4. Joint School Collaboration City Council Standing Subcommittee **END OF BUSINESS CALENDAR** COUNCILMEMBER REQUESTED ITEMS 32. Discuss and Consider Directing the City Manager to Direct Staff to Draft a Resolution Stating the City of Santa Ana's Opposition to Unsafe and Unpermitted Sidewalk Food Vending and the Prioritization of Enforcement of Existing Regulations Related to Sidewalk Food Vending — Councilmember Bacerra CITY MANAGER COMMENTS COUNCIL COMMENTS AB1234 DISCLOSURE — If the City paid for travel or other expenses this is the time for members of the Council to provide a brief oral report on attendance of any regional board or commission meeting or any conference, meeting or event attended. 1. February 1-3, 2023 Mayor Amezcua — League of California Cities New Mayors and Council Members Academy in Universal City, CA ADJOURNMENT — Adjourn the City Council meeting and convene to the Housing Authority meeting. Future Items 1. Sanitation Fee — Work Study Session 2. Sunshine Ordinance — Work Study Session City Council 15 2/7/2023 HOUSING AUTHORITY CALL TO ORDER ATTENDANCE Authority Members Vice Chair Chair City Manager City Attorney Clerk of the Council ROLL CALL Phil Bacerra Johnathan Ryan Hernandez David Penaloza Thai Viet Phan Benjamin Vazquez Jessie Lopez Valerie Amezcua Kristine Ridge Sonia R. Carvalho Norma Orozco PUBLIC COMMENTS — Members of the public may address Housing Authority on items on the Housing Authority agenda. CONSENT CALENDAR RECOMMENDED ACTION: Approve staff recommendations on the following Consent Calendar Items: 1 and 2. 1. Excused Absences Department(s): Clerk of the Council Office Recommended Action: Excuse the absent members. 2. Quarterly Report for the Housing Choice Voucher Program for the Period of October 1, 2022 to December 31, 2022 Department(s): Community Development Agency Recommended Action: Receive and file the Quarterly Report for the Housing Choice Voucher Program for the period of October 1, 2022 to December 31, 2022. **END OF CONSENT CALENDAR** HOUSING AUTHORITY MEMBER COMMENTS City Council 16 2/7/2023 ADJOURNMENT —Adjourn the Housing Authority meeting. City Council 17 2/7/2023 Community Development Agency www.santa-ana.org/community-developent Item # 5 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report February 7, 2023 TOPIC: Adopt Ordinance to Disestablish the Downtown Santa Ana Business Improvement District AGENDA TITLE: Second reading of an Ordinance to Disestablish the Downtown Santa Ana Business Improvement District RECOMMENDED ACTION Place ordinance to Disestablish the Downtown Santa Ana Business Improvement District on second reading and adopt. DISCUSSION On February 6, 1984, the City Council adopted Ordinance No. NS-1715 pursuant to state law, creating a Business Improvement District (BID) 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. The BID is funded through an additional charge on the business license tax for those businesses within the BID boundary. 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, now known as the Community Development Commission (CDC), 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 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. Each association received 50 percent of the BID assessment, approximately $100,000 per year. City Council 5-1 2/7/2023 Adopt Ordinance to Disestablish the Downtown Santa Ana Business Improvement District February 7, 2023 Page 2 At a regular meeting of the CDC on October 26, 2022, by a vote of 6:0 (with one recusal), the CDC recommended to the City Council to dissolve the BID. Over the course of 2022, downtown businesses held several town hall meetings to express their dissent for the BID. Several protest forms were submitted to the Clerk of the Council and many merchants expressed their dissention for the BID and its operations at the CDC and City Council meetings. On December 20, 2022, the City Council adopted a resolution of intention to disestablish the BID and set a public hearing for January 17, 2023. At the January 17th Public Hearing City Council approved the first reading of the ordinance, and the two operating agreements with the business associations were terminated. BID levy assessments also terminated as of January 1, 2023. All businesses in the BID have been notified and their BID assessment has been removed from their business license tax bill for 2023 and thereafter. Any remaining revenues derived from the levy assessments shall be refunded to the tenants based on the method that was used to calculate the assessments levied in the fiscal year in which the area is disestablished. FISCAL IMPACT There is no direct fiscal impact associated with this action EXHIBIT(S) 1. Ordinance Submitted By: Michael L. Garcia, Executive Director of Community Development Approved By: Kristine Ridge, City Manager City Council 5-2 2/7/2023 WAOMI1:31IS IsZI ►_► ►• ► .. AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTAANATO DISESTABLISH THE DOWNTOWN SANTA ANA BUSINESS IMPROVEMENT DISTRICT WHEREAS, on February 6, 1984, in accordance with California Streets and Highways Code Section 36500 et seq., the City of Santa Ana adopted Ordinance No. NS- 1715, by which the Downtown Santa Ana Business Improvement Area was established ("Downtown BID") as a means of providing the Downtown business community with funding to promote and market the Downtown area; and WHEREAS, the City Council appointed the Community Development Commission to serve as the BID Advisory Board to make 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; and WHEREAS, at its regular meeting on October 26, 2022, by a majority vote, the Community Development Commission recommended that the City Council dissolve the Downtown BID; and WHEREAS, at its regular meeting on November 15, 2022, by a majority vote, the City Council approved the recommendation to dissolve the Downtown BID; and WHEREAS, Section 36550 of the California Streets and Highways Code authorizes the City Council to disestablish a business improvement area by ordinance after adopting a resolution of intention prior to conducting a public hearing on the ordinance; and WHEREAS, on December 20, 2022, the City Council adopted Resolution 2022-_ ("Resolution") declaring its intention to disestablish the Downtown BID and setting a public hearing to consider such an ordinance for January 17, 2023, at 5:45 p.m. or as soon as possible thereafter, in the Santa Ana City Council Chambers, 22 Civic Center Plaza, Santa Ana, California; and WHEREAS, the Clerk of the Council provided notice of the above -referenced hearing in accordance with Section 36523 of the California Streets and Highways Code, by publishing the Resolution in a newspaper of general circulation in the City once, for at least seven days before the public hearing, and by mailing a complete copy of the Resolution by first-class mail to each business owner assessed in the Downtown BID within seven days of the City Council's adoption of the Resolution; and WHEREAS, the City Council, at the time and place set for public hearing, heard any and all persons interested in or objecting to the proposed ordinance dissolving the Downtown BID. City Council 5-3 0rd'r207q 2q-xxx image 1 of 3 NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SANTA ANA, CALIFORNIA, DOES HEREBY ORDAIN AS FOLLOWS: Section 1. The recitals above are each incorporated by reference and adopted as findings by the City Council. Section 2. In accordance with Section 36550 of the California Streets and Highways Code, the Downtown BID is hereby disestablished. Section 3. Upon the effective date of this Ordinance, any remaining revenues derived from the levy of assessments, or any revenues derived from the sale of assets acquired with the revenues, shall be refunded in the manner required by Section 36551 of the California Streets and Highways Code. Section 4. The City Council finds and determines that this Ordinance is not subject to the California Environmental Quality Act (CEQA) pursuant to Sections 15060(c)(2) and 15060(c)(3) of the State CEQA Guidelines because it will not result in a direct or reasonably foreseeable indirect physical change in the environment, as there is no possibility it will have a significant effect on the environment, and it is not a "project," as defined in Section 15378 of the CEQA Guidelines. Section 5. If any section, subsection, sentence, clause, phrase or portion of this ordinance is for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this ordinance. The City Council of the City of Santa Ana hereby declares that it would have adopted this ordinance and each section, subsection, sentence, clause, phrase or portion thereof irrespective of the fact that any one or more sections, subsections, sentences, clauses, phrases, or portions be declared invalid or unconstitutional. Section 6. This Ordinance shall become effective thirty (30) days after its adoption. Section 7. The Clerk of the Council shall certify the adoption of this ordinance and shall cause the same to be published as required by law. ADOPTED this day of 2023. Valerie Amezcua Mayor City Council 5-4 0rd'r207q 2J-xxx image 2 of 3 WAmmII:31IS APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: �� John M. Funk Chief Assistant City Attorney AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers CERTIFICATE OF ATTESTATION AND ORIGINALITY I, , 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 , 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 City Council 5-5 ord'207q*24-xxx image 3 of 3 CLEAN VERSION ORDINANCE NO. NS-XXX ZONING ORDINANCE AMENDMENT NO. 2022-03 — AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AMENDING PORTIONS OF CHAPTER 41 (ZONING) OF THE SANTA ANA MUNICIPAL CODE RELATING TO FAMILY DAYCARE, REGIONAL PLANNED SIGN PROGRAM REGULATIONS, MASSAGE ESTABLISHMENTS, CONDITIONALLY -PERMITTED USES IN THE PROFESSIONAL ZONING DISTRICT, RETAIL USES IN INDUSTRIAL ZONES, TRASH BIN ENCLOSURES, URBAN LOT SPLIT AND TWO -UNIT DEVELOPMENT STANDARDS, NOXIOUS USES, DEFINITIONS FOR VARIOUS USES, ELECTRIC FENCES, SYNTHETIC TURF, AND PERMIT REQUIREMENTS FOR LIGHT PROCESSING FACILITIES THE CITY COUNCIL OF THE CITY OF SANTA ANA HEREBY ORDAINS AS FOLLOWS: Section 1. The City Council of the City of Santa Ana hereby finds, determines and declares as follows: A. Various sections within Chapter 41 (Zoning) of the Santa Ana Municipal Code (SAMC) have been revised periodically over the last several years to respond to changes in development and business practices, to adopt new permitting procedures, and to comply with changes to state and federal laws. In a continuing effort to establish high -quality development standards, create a user friendly environment for residents and the business community, and to commence the work of enacting the various policies and actions set forth in the General Plan, the Planning Division is proposing revisions to various sections of the Zoning Code. B. After a thorough analysis of the current code requirements in the city, staff identified a number of code amendments and additions that are necessary to ensure clear, uniform, and legally consistent regulations. The proposed changes and additions will enable the City to implement a regulatory framework that both protects the health, safety, and welfare of the city and limits undue strain on home owners, business operators and developers. C. Zoning Ordinance Amendment No. 2022-03 amends and adds various sections of Chapter 41; including Section 41-42.5 (Child care facilities), Section 41-44.6 (Counseling services), Section 41-47.5 (Daycare center), Section 41-54.5 (Electric fence), Section 41-59 (Family daycare facilities), Section 41-100 (Landscape), Section 41-121 (Medical office), Section 41-127.5 (Professional, business, and administrative office), Section 41-192.6 (Small and large family daycare accessory to residential uses), Section 41-199.4 (Noxious uses), Section 41-232 (Uses permitted in the R1 district), Section 41-247 (Uses permitted in the R2 district), City Council 6 — 1 2Ordinance nce o. 0? _ XXX Page 1 of 54 Section 41-313 (Uses permitted in the P district), Section 41-365 (Uses permitted in the C1 district), Section 41-365.5 (Uses subject to a conditional use permit in the C1 district), Section 41-375.1 (Uses permitted in the C1-MD district), Section 41-375.2 (Uses subject to a conditional use permit in the C1-MD district), Section 41-377.5 (Uses subject to a conditional use permit in the C2 district), Section 41- 412.5 (Uses subject to a conditional use permit in the C4 district), Section 41-424 (Uses permitted in the C5 district), Section 41-424.5 (Uses subject to a conditional use permit in the C5 district), Section 41-472 (Uses permitted in the M1 district), Section 41-472.1 (Ancillary uses permitted in the M1 district), Section 41-472.5 (Uses subject to a conditional use permit in the M1 district), Section 41-521 (Uses permitted in the C-SM district), Section 41-522 (Uses subject to a conditional use permit in the C-SM district), Section 41-609 (Landscape), Section 41-610.5 (Wall and fence requirements in the industrial and commercial zones), Section 41-623 (Trash bin enclosures), Section 41-683 (Discontinuance of nonconforming building or use), Section 41-683.6 (Discontinuance of nonconforming noxious use), Section 41-885 (Regional planned sign program), Section 41-1251 (Permits required), Section 41-1309.1 (Change of use, exceptions), Section 41-1751 (Definitions), Section 41-1752 (Permitted zones and locations), Section 41-1753 (Permits and certificates -contents of application), Section 41-1754 (Development and operating standards), Section 41-2109 (Requirements), Section 41-2115 (Requirements), Table 3-2 (Permitted uses) of the Harbor Mixed Use Transit Corridor Specific Plan, definition of "Personal services —restricted", Table 2A (Use Standards) of Section 41-2007 of the Transit Zoning Code, Definition of "Personal Services —restricted" and Section 41-2080 of the Transit Zoning Code, and Table 3 (Permitted Land Uses) of Section 4.1 of the Metro East Mixed -Use Overlay Zone. D. On December 12, 2022, the Planning Commission held a duly -noticed public hearing and considered the staff report, recommendations by staff, and public testimony concerning Zoning Ordinance Amendment No. 2022-03. E. On January 17, 2023, the City Council held a duly -noticed public hearing and considered the staff report, recommendations by staff, and public testimony concerning Zoning Ordinance Amendment No. 2022-03. Section 2. The City Council finds and determines that this ordinance is not subject to the California Environmental Quality Act (CEQA). Pursuant to CEQA and the CEQA Guidelines, the adoption of this Ordinance is exempt from CEQA review pursuant to sections 15061(b)(3) and 15061(b)(5) of the CEQA Guidelines because it will not result in a direct or reasonably foreseeable indirect physical change in the environment, as there is no possibility it will have a significant effect on the environment. As a result, Environmental Review No. 2022-73 will be filed upon adoption of this ordinance. Section 3. Section 41-42.5 (Child care facilities) of Chapter 41 of the SAMC is hereby deleted in its entirety. Section 4. Section 41-44.6 (Counseling services) of Chapter 41 of the SAMC is hereby added to read as follows: Sec. 41-44.6. - Counseling services. City Council 6-2 2Ordinance nce o. 0? _ xxx Page 2 of 54 A facility where personnel provide counseling services in individual or group sessions that focus specifically on mental development, recovery, rehabilitative vocational assistance, and employment preparation for the purposes of achieving independence, and/or integration in the workplace and community. For a practice providing counseling services specializing in substance abuse, this includes a facility that provides substance abuse counseling practiced by a licensed professional, on an outpatient basis, with or without the dispensing of medication onsite. "Counseling services" does not include "Medical office," which is separately defined. Section 5. Section 41-47.5 (Daycare center) of Chapter 41 of the SAMC is hereby added to read as follows: Sec. 41-47.5. - Daycare center. "Daycare center" means a child daycare facility other than a family daycare facility, and includes infant centers, preschools, extended daycare facilities, and schoolage child care centers, and includes child care centers licensed pursuant to Section 1596.951 of the California Health and Safety Code. Section 6. Section 41-54.5 (Electric fence) of Chapter 41 of the SAMC is hereby added to read as follows: Sec. 41-54.5. - Electric fence. "Electric Fence" and "Electrified Fence" shall mean any fence powered by an electrical energizer with characteristics outlined and defined in California Civil Code Section 835 used to protect and secure industrial property. Section 7. Section 41-59 (Family daycare facilities) of Chapter 41 of the SAMC is hereby amended to read as follows: Sec. 41-59. - Family daycare facilities. "Family daycare facility" means a facility that regularly provides care, protection, and supervision for 14 or fewer children, in the provider's own home, for periods of less than 24 hours per day, while the parents or guardians are away. For the purposes of this Chapter, there are Small Family Daycare facilities and Large Family Daycare facilities. Small Family Daycare facilities provide care to no more than 8 children. Large Family Daycare facilities provide care to no more than 14 children. Section 8. Section 41-100 (Landscape) of Chapter 41 of the SAMC is hereby amended to read as follows: Sec. 41-100. Landscape. Landscape is any yard or other open space which is purposely designed to create an aesthetic environment composed of plant materials, synthetic turf, and/or other decorative elements such as fountains, ponds, sculptures, walls, fences, and planters. City Council 6-3 2/7/ o. _ Ordinance o. xxx Page 3 of 54 Section 9. Section 41-121 (Reserved) of Chapter 41 of the SAMC is hereby amended to read as follows: Sec. 41-121. - Medical office. A medical office is a facility providing consultation, diagnosis, therapeutic, preventive, surgical, or corrective personal treatment services by doctors or dentists, and their support staff, to support the healing of humans, wherein such medical doctors and dentists are licensed. These facilities can be at health centers, individual doctor or dentist offices, and exclude practices providing counseling services specializing in substance abuse, homeless support services, and medical research laboratories. Section 10. Section 41-127.5 (Professional, business, and administrative office) of Chapter 41 of the SAMC is hereby added to read as follows: Sec. 41-127.5. - Professional, business, and administrative office. A professional, business, or administrative office is an establishment providing direct, "over-the-counter" services or business services to consumers or clients (e.g., insurance agencies, real estate offices, travel agencies, utility company offices, etc.) and office -type facilities occupied by businesses providing professional services and/or engaged in the production of intellectual property. Section 11. Section 41-192.6 (Small and large family daycare accessory to residential uses) of Chapter 41 of the SAMC is hereby added to read as follows: Sec. 41-192.6. - Small and large family daycare accessory to residential uses. Small and large family daycare facilities as defined and regulated by Health and Safety Code Section 1597.30 through 1597.622 shall be permitted as an accessory use at any residential property, dwelling, or dwelling unit in the city where residential land uses are permitted in any zoning district, specific development zone, specific plan area, or overlay zoning district. Section 12. Section 41-199.4 (Noxious uses) of Chapter 41 of the SAMC is hereby added to read as follows: Sec. 41-199.4. - Noxious uses. (a) Any use other than eating establishments listed in Section 41-472 or 41-472.5 of this Chapter, regardless of the zoning district it is established or proposed to be established in that requires a permit from a regional, state, or federal agency to handle, store, emit or discharge regulated compounds, materials, chemicals, or substances that is located within 500 linear feet of a public park, school (K-12) as defined by Section 11362.768 of the Health and Safety Code, or property used or zoned for residential purposes requires a conditional use permit. City Council 6-4 2/7/ 0? _ Ordinance o. XXX Page 4 of 54 (b) The 500 linear foot distance shall be measured from the outermost boundary of the subject property to the closest point of any public park, school, or property used or zoned for residential purposes. (c) The property owner or business operator of a business regulated by subsection (a) shall be responsible for notifying the City of any requirement to obtain a permit from a regional, state, or federal agency. Notification to the City must be made prior to obtaining any permit from a regional, state, or federal agency for the business activities listed in subsection (a). (d) A business regulated by this section shall be in compliance with all provisions established by this Code and all applicable federal, state, or local regulations and conditions established by regulating and permitting agencies. Section 13. Section 41-232 (Uses permitted in the R1 district) of Chapter 41 of the SAMC is hereby amended to read as follows: Sec. 41-232. - Uses permitted in the R1 district. The following uses are permitted in the R1 district: (a) One (1) one -family dwelling with six (6) or fewer bedrooms. (b) Private greenhouses and horticultural collections for domestic noncommercial use, flower and vegetable gardens, fruit trees and any agricultural crop. (c) One (1) temporary real estate office devoted to the sale of real estate in the tract in which it is located, which use shall be for a period of time not to exceed one (1) year. (d) Accessory buildings and structures, except as otherwise provided in section 41- 232.5. (e) Reserved. (f) Adult day care facilities providing care to not more than six (6) adults. Section 14. Section 41-247 (Uses permitted in the R-2 district) of Chapter 41 of the SAMC is hereby amended to read as follows: Sec. 41-247. - Uses permitted in the R-2 district. The following uses are permitted in the R-2 district: (a) One -family dwellings. (b) Two-family dwellings. (c) Townhouses. City Council 6-5 2Ordinance nce o. 0? _ xxx Page 5 of 54 (d) Private greenhouses and horticultural collections for domestic noncommercial use, flower and vegetable gardens, fruit trees and any agricultural crop. (e) One (1) temporary real estate office devoted to the sale of real estate in the tract in which it is located, which shall be used for a period of time not to exceed one (1) year. (f) Accessory structures. (g) Reserved. (h) Adult day care facilities providing care to not more than six (6) adults. Section 15. Section 41-313 (Uses permitted in P district) of Chapter 41 of the SAMC is hereby amended to read as follows: Sec. 41-313. - Uses permitted in P district. The following uses are permitted in the P district: (a) Professional, business, and administrative offices where no merchandise is sold. (b) Banks, savings and loan offices, credit unions, and mortgage and finance companies. (c) Travel agencies. (d) Medical offices. (e) Art galleries, art and photography studios. (f) Museums and science centers. (g) Print and copy services. (h) Pharmacies, limited to the dispensing of goods and merchandise related to health care only, and excluding drive -through facilities. (i) Daycare centers. (j) Non -freestanding commercial and service uses which do not exceed ten (10) per cent of the floor space of the building in which they are located and which are supportive of, compatible with, and integrated into the professional and business uses on the same property, excluding drive -through facilities, and commercial uses which are open at any time between the hours of 12:00 midnight and 5:00 a.m. City Council 6-6 2Ordinance nce o. 0? _ xxx Page 6 of 54 (k) Freestanding restaurants, cafes, and eating establishments, excluding drive - through facilities and excluding any eating establishment specified in section 41- 313.5. Section 16. Section 41-313.5 (Uses subject to a conditional use permit in the P district) of Chapter 41 of the SAMC is hereby amended to read as follows: Sec. 41-313.5. Uses subject to a conditional use permit in the P district. The following may be permitted in the P district, subject to the issuance of a conditional use permit: a. Convalescent hospitals, nursing homes, rest homes and extended care facilities. b. Hospitals. c. Trade and professional schools. d. Health clubs and gymnasiums. e. Recreational or entertainment uses if carried on in conjunction with any of the uses specified in clauses (e), (f) and (k) of section 41-313. f. Ambulance and emergency medical response services. g. Non -freestanding commercial and service uses which are open at any time between the hours of 12:00 midnight and 5:00 a.m., provided that such uses also meet the standards for commercial and service uses permitted under section 41-313, and further provided that such uses have less than twenty thousand (20,000) square feet of floor area. h. Eating establishments open at any time between the hours of 12:00 midnight and 5:00 a.m. and located within one hundred fifty (150) feet of residentially zoned or used property, measured from property line to property line. i. Banquet facilities, subject to development and operational standards set forth in section 41-199.1. Banquet facilities as an ancillary use, subject to development and operational standards set forth in section 41-199.1. k. Adult day care facilities. Clubs, fraternities and lodges. m. Bail bond uses, subject to development and operation standards set forth in section 41-323. n. Churches and accessory church buildings. o. Parking lots and parking structures subject to compliance with the requirements of Section 41-324. p. Medical offices operated by government, government -subsidized, not -for -profit, or philanthropic entities. Section 41-365 (Uses permitted in the C1 district) of Chapter 41 of City Council 6-7 Ordinance 0o.a -XXX Page 7 of 54 Sec. 41-365. - Uses permitted in the C1 district. The following uses are permitted in the C1 district: (a) Retail and service uses. (b) Professional, business, and administrative offices. (c) Automobile parking lots and parking structures. (d) Automobile sales, but excluding truck, trailer, tractor and boat sales. (e) Churches and accessory church buildings. (f) Mortuaries. (g) Theaters. (h) Hospitals, clinics, and sanitariums. (i) Animal hospitals and veterinaries. (j) Plant nurseries. (k) Gymnasiums. (1) Golf courses, both regulation and miniature, and driving ranges. (m) Public utility structures, including electric distribution and transmission substations. (n) Restaurants, cafes, and eating establishments, other than those specified in Section 41-365.5. (o) Schools and studios operated for commercial or public purposes. (p) Daycare centers. (q) Service stations. (r) Automobile servicing. (s) Tattoo and/or body art establishments, subject to the development and operational standards set forth in Section 41-199.3. (t) Medical offices. City Council 6-8 2/7/ 03_ Ordinance o. XXX Page 8 of 54 Section 18. Section 41-365.5 (Uses subject to a conditional use permit in the C1 district) of Chapter 41 of the SAMC is hereby amended to read as follows: Sec. 41-365.5. - Uses subject to a conditional use permit in the C1 district. The following uses may be permitted in the C1 district subject to the issuance of a conditional use permit: a. Clubs. b. Outdoor and indoor recreational or entertainment uses other than those set forth in section 41-365. c. Hotels, motels, lodging houses, care homes, fraternity houses and sorority houses. d. Thrift shops, purchase and loan, pawn shops. e. Eating establishments with drive -through window service. f. Eating establishments open at any time between the hours of 12:00 a.m. and 5:00 a.m. and located within one hundred fifty (150) feet of residentially zoned or used property, measured from property line to property line. g. Laundromats, subject to the development and performance standards set forth in section 41-199. h. Retail markets having less than twenty thousand (20,000) square feet of floor area which are open at any time between the hours of 12:00 midnight and 5:00 a.m. i. Check cashing facilities, as defined by section 41-42.7. j. Banquet facilities, subject to development and operational standards set forth in section 41-199.1. k. Banquet facilities as an ancillary use, subject to development and operational standards set forth in section 41-199.1. I. Adult day care facilities. m. Superstores. n. Tattoo and/or body art establishments open at anytime between the hours of 12:00 a.m. and 7:00 a.m., subject to the development and operational standards set forth in section 41-199.3. o. Massage establishments, subject to development and operational standards set forth in Article XVILI of this Chapter. City Council 6-9 2/7/ 0? _ Ordinance o. XXX Page 9 of 54 Section 19. Section 41-375.1 (Uses permitted in the C1-MD district) of Chapter 41 of the SAMC is hereby amended to read as follows: Sec. 41-375.1. - Uses permitted in the CI -MD district. The following uses are permitted in the C1-MD district: (a) Retail and service uses, other than those specified in section 41-375.2. (b) Professional, business, and administrative offices where no merchandise is sold. (c) Medical offices. (d) Theaters and cinemas. (e) Gymnasiums and health clubs. (f) Travel agencies, with no embarking or disembarking of passengers. (g) Art galleries and art and photography studios. (h) Museums and science centers. (i) Restaurants, cafes, and eating establishments other than those specified in section 41-375.2, excluding eating establishments with drive-thru window service. 0) Daycare centers. Section 20. Section 41-375.2 (Uses subject to a conditional use permit in the C1- MID district) of Chapter 41 of the SAMC is hereby amended to read as follows: Sec. 41-375.2. - Uses subject to a conditional permit in the C1-MD district. The following uses may be permitted in the C1-MD district subject to the issuance of a conditional use permit: (a) Clubs. (b) Outdoor and indoor recreational or entertainment uses other than those set forth in section 41-375.1. (c) Hotels. (d) Eating establishments open at any time between the hours of 12:00 midnight and 5:00 a.m. and located within one hundred fifty (150) feet of residentially zoned or used property, measured from property line to property line. City Council 6 — 10 2Ordinance nce o. 02 _ XXX Page 10 of 54 (e) Retail markets having less than twenty thousand (20,000) square feet of floor area which are open at any time between the hours of 12:00 midnight and 5:00 a.m. (f) Banquet facilities, subject to development and operational standards set forth in section 41-199.1. (g) Banquet facilities as an ancillary use, subject to development and operational standards set forth in section 41-199.1. (h) Massage establishments, subject to development and operational standards set forth in Article XVII.I of this Chapter. Section 21. Section 41-377.5 (Uses subject to a conditional use permit in the C2 district) of Chapter 41 of the SAMC is hereby amended to read as follows: Sec. 41-377.5. - Uses subject to a conditional use permit in the C2 district. The following uses may be permitted in the C2 district subject to the issuance of a conditional use permit: (a) Any use which may be permitted subject to the issuance of a conditional use permit in the C1 district pursuant to section 41-365.5. (b) Open-air car washes. (c) Trailer parks and camps. (d) Thrift shops, food distribution centers, and counselling service establishments operated by nonprofit or government -subsidized organizations or by public agencies. (e) Indoor swap meets, bulk merchandise stores, and home improvement warehouse stores. (f) Superstores. (g) Massage establishments, subject to development and operational standards set forth in Article XVII.I of this Chapter. Section 22. Section 41-412.5 (Uses subject to a conditional use permit in the C4 district) of Chapter 41 of the SAMC is hereby amended to read as follows: Sec. 41-412.5. - Uses subject to a conditional use permit in the C4 district. The following uses may be permitted in the C4 district subject to the issuance of a conditional use permit: (a) Hotels, motels, lodging houses, care homes, fraternity houses and sorority houses. City Council 6 —11 2Ordinance nce o. 02 _ XXX Page 11 of 54 (b) Indoor swap meets, bulk merchandise stores, and home improvement warehouse stores. (c) Eating establishments with drive -through window service. (d) Eating establishments open at anytime between the hours of 12:00 a.m. and 5:00 a.m. and located within one hundred fifty (150) feet of residentially zoned or used property, measured from property line to property line. (e) Laundromats, subject to the development and performance standards set forth in section 41-199. (f) Retail markets having less than twenty thousand (20,000) square feet of floor area which are open at any time between the hours of 12:00 midnight and 5:00 a.m. (g) Check cashing facilities, as defined by section 41-42.7 of this Code. (h) Banquet facilities, subject to development and operational standards set forth in section 41-199.1. (i) Banquet facilities as an ancillary use, subject to development and operational standards set forth in section 41-199.1. (j) Adult day care facilities. (k) Superstores. (1) Massage establishments, subject to development and operational standards set forth in Article XVILI of this Chapter. Section 23. Section 41-424 (Uses permitted in the C5 district) of Chapter 41 of the SAMC is hereby amended to read as follows: Sec. 41-424. Uses permitted in the C5 district. The following uses are permitted in the C5 district: (a) Professional, business, and administrative offices. (b) Retail and service uses. (c) Automobile parking lots, but excluding the sale or storage of automobiles, trucks, trailers, boats, or tractors, whether new or used. (d) Churches, chapels, mortuaries, and theaters. (e) Government buildings. City Council 6 — 12 2Ordinance nce o. 02 _ XXX Page 12 of 54 (f) Restaurants and cafes, other than those specified in Section 41-424.5. (g) Schools and studios operated for commercial or public purposes. (h) Daycare centers. (i) The printing, publishing, and circulation of a newspaper, including plant and office. (j) Two-family dwellings not exceeding one (1) unit per three thousand (3,000) square feet of lot area, provided such units front on a secondary or local street. (k) Gymnasiums and health clubs. (1) Medical offices. Section 24. Section 41-424.5 (Uses subject to a conditional use permit in the C5 district) of Chapter 41 of the SAMC is hereby amended to read as follows: Sec. 41-424.5. - Uses subject to a conditional use permit in the C5 district. The following uses may be permitted in the C5 district subject to the issuance of a conditional use permit: (a) Hotels, motels, lodging houses, care homes, fraternity houses, and sorority houses. (b) Dwelling units when erected above the ground floor of a commercial structure when the ground floor is devoted exclusively to nonresidential uses. (c) Hospitals. (d) Public utility structures, including electric distribution and transmission substations. (e) Eating establishments with drive -through or walk-up window service. (f) Service stations and automobile servicing. (g) Car wash establishments, provided they are wholly enclosed. (h) Laundries. (i) Indoor swap meets, bulk merchandise stores, and home improvement warehouse stores. (j) Eating establishments open at anytime between the hours of 12:00 a.m. and 5:00 a.m. and located within one hundred fifty (150) feet of residentially zoned or used property, measured from property line to property line. City Council 6 — 13 2Ordinance nce o. 02 _ xxx Page 13 of 54 (k) Laundromats, subject to the development and performance standards set forth in section 41-199. (1) Retail markets having less than twenty thousand (20,000) square feet of floor area which are open at any time between the hours of 12:00 midnight and 5:00 a.m. (m) Banquet facilities, subject to development and operational standards set forth in section 41-199.1. (n) Banquet facilities as an ancillary use, subject to development and operational standards set forth in section 41-199.1. (o) Adult day care facilities. (p) Superstores. (q) Massage establishments, subject to development and operational standards set forth in Article XVILI of this Chapter. Section 25. Section 41-472 (Uses permitted in the M1 district) of Chapter 41 of the SAMC is hereby amended to read as follows: Sec. 41-472. - Uses permitted in the M1 district. The following uses are permitted in the M1 district: (a) The compounding, processing, or treatment of raw or previously treated materials into a finished or semi -finished product, excluding those uses specified in section 41-489.5. (b) The manufacture of products from raw or previously treated materials, excluding those uses specified in section 41-489.5. (c) The assembly of products from raw or previously treated materials, excluding those uses specified in section 41-489.5. (d) The packaging or distribution of previously prepared products or materials, excluding those uses specified in section 41-489.5. (e) Wholesale establishments where the primary trade is business to business sale of products, supplies, and equipment. (f) Storage of previously prepared goods, products or materials for eventual distribution or sales where the goods, products or materials are the property of the owner or operator of the building or structure. (g) Machine shop or other metal working shops. City Council 6 — 14 2Ordinance nce o. 0? _ XXX Page 14 of 54 (h) Warehousing. (i) Impound yards (storage only) with no office or dispatching operations. Q) Laundry and dry cleaning establishments in conjunction with plant operation for such establishment on the premises. (k) Eating establishments not specified in section 41-472.5. (1) Research laboratories that do not generate hazardous waste materials. (m) Service stations with no more than two thousand (2,000) square feet of the gross floor area devoted to non -automotive related product sales. (n) Truck, boat and heavy equipment sales, rental, and service. (o) Movie, photography, musical or video production studios. (p) Bulk products sales (twenty-five (25) cubic feet or greater) when such products are the primary sales activity. (q) Public utility structures. (r) Blueprinting, photoengraving, screen printing and other reproduction processes. (s) Wholesale nursery and plant storage. (t) Contractor's yard. (u) Automotive repair and service, including body and fender repair, painting, and engine replacement. (v) Home improvement warehouse store. (w) Sales of industrial products, supplies and equipment used for final product manufacture. (x) Lumberyard, including mill and sash work if conducted entirely within an enclosed building. (y) Recycling facilities not in excess of forty-five thousand (45,000) gross square feet and in compliance with section 41-1253 of this Code including: (1) Small collection facilities. (2) Large collection facilities. (z) Adult entertainment businesses, subject to compliance with the requirements of article XVII of this chapter. City Council 6 — 15 2Ordinance nce o. 0? _ XXX Page 15 of 54 (aa) Storage and distribution of hazardous materials. (bb) Passenger transportation services. (cc) Retail uses located on properties that front an arterial street, as defined in the City's circulation element. Section 26. Section 41-472.1 (Ancillary uses permitted in the M1 district) of Chapter 41 of the SAMC is hereby amended to read as follows: Sec. 41-472.1 - Ancillary uses permitted in the M1 district. The following uses are permitted when ancillary to any use permitted by section 41- 472 or to any use permitted subject to a conditional use permit: (1) Administrative office use occupying up to thirty (30) per cent of the gross floor area; (2) Product sales or service uses occupying up to five (5) per cent of the gross floor area; (3) Daycare centers occupying up to thirty (30) per cent of the gross floor area; provided, however, that no combination of uses permitted by this section shall exceed thirty (30) per cent of the gross floor area. (4) The outside storage of Class I and Class II liquids (as defined in the fire code of the City of Santa Ana) in above -ground fixed storage tanks when properly screened pursuant to section 41-622 of the Code, as it may be amended from time to time. As used herein, "tank" means a vessel containing more than sixty (60) gallons. (5) Enclosed storage where the goods, materials or supplies stored are the property of the owner or operator of the building or structure occupying up to thirty (30) per cent. Section 27. Section 41-472.5 (Uses subject to a conditional use permit in the M1 district) of Chapter 41 of the SAMC is hereby amended to read as follows: Sec. 41-472.5. - Uses subject to a conditional use permit in the M1 district. The following uses may be permitted in the M1 district subject to the issuance of a conditional use permit: (a) Principal industrial uses if occupying less than seventy (70) per cent of the gross floor area with the remainder of the floor area allocated to office use only, except as permitted in Section 41-472 (cc). (b) Storage of new or used buildings or houses. City Council 6 — 16 2Ordinance nce o. 0? _ xxx Page 16 of 54 (c) Daycare centers other than as permitted by section 41-472.1. (d) Trade schools which provide instruction which requires the operation of heavy equipment or machinery normally associated with manufacturing operations such as woodworking or machine shops. (e) Kennels for the temporary care and lodging of dogs and other domesticated household animals. (f) Eating establishments permitted in section 41-472 which operate between 12:00 and 5:00 a.m. and which are within one hundred fifty (150) feet of a residential use. (g) Eating establishments with drive -through window service. (h) Petroleum and gas storage. (i) Freight, bus and truck terminal. Q) Industrial medical clinics which offer medical services by referral only and do not offer overnight stays. (k) Administrative office use ancillary to a permitted industrial use occupying more than thirty (30) per cent of the gross floor area. (1) Light processing facilities and heavy processing facilities. (m) Car wash facility. (n) Banquet facilities as an ancillary use to a restaurant or eating establishment, subject to development and operational standards set forth in section 41-199.1. (o) Commercial storage not within five hundred (500) feet of an arterial street (as defined in the city's circulation element) or freeway or within one thousand (1,000) feet of a freeway intersection. (p) Mini -warehouse uses; provided that no conditional use permit shall be granted unless a written finding is made that the parcel on which the use is proposed is not within five hundred (500) feet of an arterial street (as defined in the city's circulation element) or freeway, or within one thousand (1,000) feet of a freeway intersection. (q) Recreational vehicle, vehicle and/or boat storage yard; provided that no conditional use permit shall be granted unless a written finding is made that the parcel on which the use is proposed is: not within five hundred (500) feet of an arterial street (as defined in the city's circulation element) or freeway, or within one thousand (1,000) feet of a freeway intersection. City Council 6 — 17 2/7/ 0? _ Ordinance o. XXX Page 17 of 54 (r) Data center uses; provided that no conditional use permit shall be granted unless a written finding is made that the parcel on which the use is proposed is: not within five hundred (500) feet of an arterial street (as defined in the city's circulation element) or freeway, or within one thousand (1,000) feet of a freeway intersection. (s) Indoor sport facility, subject to development and operational standards set forth in section 41-482. Section 28. Section 41-521 (Uses permitted in the C-SM district) of Chapter 41 of the SAMC is hereby amended to read as follows: Sec. 41-521. - Uses permitted in the C-SM district. The following uses are permitted in the C-SM district: (a) Retail and service uses. (b) Professional, business, and administrative offices. (c) Public parking lots and parking structures. (d) Animal hospitals and veterinarians. (e) Gymnasiums, health clubs, and martial arts studios. (f) Public utility structures, including electric distribution and transmission substations. (g) Restaurants, cafes, coffeehouses, and eating establishments, other than those provided in section 41-522, excluding the establishment of drive through service facilities. (h) Schools and studios operated for commercial or public purposes. (i) Daycare centers. (j) Art galleries, museums and exhibit halls. (k) Plant nurseries. (1) Theaters. (m) Furniture stores. (n) Youth amusement rides ancillary to grocery, general merchandise and department retail store uses. (o) Medical offices. City Council 6 — 18 2Ordinance nce o. 02 _ XXX Page 18 of 54 Section 29. Section 41-522 (Uses subject to a conditional use permit in the C- SM district) of Chapter 41 of the SAMC is hereby amended to read as follows: Sec. 41-522. - Uses subject to a conditional use permit in the C-SM district. The following uses may be permitted in the C-SM district subject to the issuance of a conditional use permit: a. Clubs, lodges and fraternal organizations. b. Outdoor and indoor recreational or entertainment uses including night clubs, other than those set forth in section 41-521 of this Chapter. c. Hotels, motels, lodging houses, care homes, fraternity houses and sorority houses. d. Thrift and resale stores, antique shops and collectable stores, excluding pawn shops and auction houses. e. Eating establishments open at any time between the hours of 12:00 midnight and 5:00 a.m. and located within one hundred fifty (150) feet of residentially zoned or used property, measured from property line to property line. f. Laundromats. g. Banquet facilities, subject to development and operational standards set forth in section 41-199.1 of this Chapter. h. Banquet facilities as an ancillary use, subject to development and operational standards set forth in section 41-199.1 of this Chapter. Automobile repair and automobile servicing. Retail markets having less than twenty thousand (20,000) square feet of floor area which are open at any time between the hours of 12:00 midnight and 5:00 a.m. k. Churches and accessory church buildings. Massage establishments, subject to development and operational standards set forth in Article XVILI of this Chapter. Section 30. Section 41-609 (Landscape) of Chapter 41 of the SAMC is hereby amended to read as follows: Sec. 41-609. - Landscape. Where a landscape, as defined in section 41-100, is required by the provisions of this chapter, said landscape shall comply with the landscape guidelines and permitting City Council 6 — 19 2Ordinance nce o. 0? _ XXX Page 19 of 54 requirements established by the Director of the Planning and Building Agency, which may be amended from time to time, and be continuously maintained by proper pruning, mowing of lawns, weeding, removal of litter, fertilizing, replacement of plants and decorative materials when necessary, and the regular watering of plants. Section 31. Section 41-610.5 (Wall and fence requirements in the industrial and commercial zones) of Chapter 41 of the SAMC is hereby amended to read as follows: Sec. 41-610.5. - Wall and fence requirements in the industrial and commercial zones. (a) In the industrial and commercial zones, walls and fences shall not exceed ten (10) feet in height, and shall not exceed four (4) feet in height where the wall or fence extends into the required front yard or any required landscaped area. (b) On any lot in a C1, C2, C4, or C5 district, a concrete block wall not less than five (5) feet in height shall be erected along any property line contiguous to any residentially zoned property, except that such wall shall not exceed the height limitations prescribed in subsection (a) of this section. This requirement may be waived by the planning commission upon a finding that the abutting property is in a period of transition to nonresidential use, or that, due to special circumstances, the wall would not promote the public health, safety, or welfare. (c) Barbed wire is not permitted as part of a wall or fence except as follows: (1) In the M1, M2 and LM districts: barbed wire is permitted subject only to the restrictions set forth hereinafter. (2) In the C1, C2, C4 and CM districts: barbed wire is permitted only in a rear year or side yard which is not viewable from a public street and is subject to the restrictions set forth hereinafter. (3) Barbed wire may not be used above the height limitations set forth in subsection (a) of this section. (4) Barbed wire may not be used as part of any wall or fence which is adjacent to property used for residential purposes or to property which is used as a school, church, park, or youth center. (d) Electric fences shall only be permitted in the M1 and M2 districts subject to the issuance of a minor exception pursuant to Article V of this Chapter and shall meet the requirements set forth in California Civil Code Section 835 and below: (1) Electric fences shall only be permitted on properties abutting a railroad right- of-way. (2) Electric fences shall be located at least one hundred and fifty (150) linear feet from a property used for residential or public park use, or any property zoned for such a use, or schools (K-12) as defined by Section 11362.768 of the Health and Safety Code. City Council 6 — 20 2Ordinance nce o. 0? _ xxx Page 20 of 54 (3) Electric fences are only permitted in a rear or side yard which is not viewable from a public street. (4) No electric fence shall be permitted, installed, or used unless it is completely surrounded and screened by a nonelectric wall that is at least six (6) feet in height. In no case shall the electric fence encroach into any required setback area. (5) Electric fences may exceed the height of the surrounding nonelectric wall by up to 18 inches. (6) Any portion of the electric fence extending beyond the height of the surrounding nonelectric screen wall shall be angled away from the property line at a 45-degree upward slope. (7) Electric fences shall be set back from existing walls and fences in a manner so as to prevent accumulation of debris and to prevent unsafe conditions from forming in any resulting gap from the setback required by this subsection. (8) In no case shall an electric fence exceed the maximum fence height established in subsection (a). (9) Electric fences shall be installed to be as minimally intrusive as possible. (10)No electric fence shall be energized during advertised business hours. (11)Electric fences shall be identified by prominently placed warning signs that are legible from both sides of the fence. At minimum, the warning signs shall meet all of the following criteria: (A) The warning signs are placed at each gate and access point, and at intervals along the fence not exceeding thirty (30) feet. (B) The warning signs are adjacent to any other signs relating to chemical, radiological, or biological hazards. (C) The warning signs are marked with written warning or a commonly recognized symbol for shock, a written warning or a commonly recognized symbol to warn people with pacemakers, and a written or commonly recognized symbol about the danger of touching the fence in wet conditions. (12)Electric fences equipped with monitored alarm systems may require an alarm use permit. (13)Accessibility to emergency personnel and first responders must be maintained through the use of a knox box or other access feature as City Council 6 — 21 2Ordinance nce o. 0? _ XXX Page 21 of 54 determined by the Orange County Fire Authority and the Santa Ana Police Department. (14)The applicant and property owner shall enter into an agreement holding the City of Santa Ana harmless from all legal actions that may arise due to the operation of the electrified fence. The agreement shall be recorded with the property and shall release the City of Santa Ana from all liability whatsoever. Section 32. Section 41-623 (Trash bin enclosures) of Chapter 41 of the SAMC is hereby amended to read as follows: Sec. 41-623. - Trash bin enclosures. (a) An enclosure for the storage of discarded material containers that are serviced by the city's solid waste collection contractor is required for each commercial or industrial establishment and for each residential development consisting of three (3) or more dwelling units; except that for commercial or industrial establishments sharing vehicular access and parking in an integrated development, a shared enclosure may be provided for each group of four (4) or less such establishments, provided that any such shared enclosure shall be maintained as freely accessible to all establishments originally assigned to share in its use. Enclosures shall be adequate in capacity, number, and distribution to serve the uses on -site. (b) Persons applying for a permit from the city for new construction and building additions and alterations shall comply with the requirement that enclosures have adequate space for the city's three -collection container recycling program. Permit applicants for the project types described below must, as a condition of the city's permit approval, comply with the following enclosure requirements and comply with the enclosure design guidelines pursuant to subsections (c) and (d). (1) New commercial construction, or additions resulting in an increase of 30 percent or more of the floor area shall provide readily accessible recycling areas identified for the storage and collection of grey container, blue container, and green container or brown container materials, consistent with the three - container collection program offered by the city pursuant to Chapter 16, Article II of this code, and shall comply with provision of adequate space for recycling for commercial premises pursuant to section 5.410.1 of the California Green Building Standards Code, 24 CCR, Part 11 as amended. (2) New multifamily construction with more than three (3) units shall provide readily accessible recycling areas identified for the storage and collection of grey container, blue container, and green container or brown container materials, consistent with the three -container collection program offered by the city pursuant to Chapter 16, Article II of this code, and shall comply with provision of adequate space for recycling for multifamily premises pursuant to sections 4.410.2 of the California Green Building Standards Code, 24 CCR, Part 11 as amended. City Council 6 — 22 2Ordinance nce 0o.? _ XXX Page 22 of 54 (c) All trash and utility areas shall be screened from public streets and alleys and adjacent properties. Trash and utility areas shall be physically integrated into the project and shall include an off-street loading area of three hundred (300) square feet with no single dimension less than ten (10) feet. (d)The director of planning and building shall issue standards for the construction of enclosures required by this section, and maintain such standards on file in the department of planning. All enclosures required by this section shall be constructed and maintained in accordance with such standards. (e) Ongoing Waste Enclosure Use and Maintenance. At a minimum, the following best management practices shall be adhered to: (1) The enclosure shall only be used for storage of solid waste, recycling, organic waste and used fats, oils, and grease, as defined in Section 39-50 of this code. Storage of hazardous waste or any other items inside the enclosure is strictly prohibited. (2) All solid waste and used fats, oils, and grease, as defined in Section 39-50 of this code, shall always be contained within appropriate water -tight, covered containers including secondary containment. A supply of spill response materials designed to absorb leaking fluids and/or cooking oil/grease spills shall be kept near the enclosure. (3) Locks can be used for enclosures to avoid contamination and illegal dumping. (4) Overfilling solid waste, recycling and/or organics containers is prohibited. Solid waste shall not protrude above the top rim of the container and shall allow for the lid(s) to close fully. Establishments that have more than three (3) instances of overflowing containers within six (6) months may have their service level increased pursuant to Chapter 16, Article II of this code. (5) Solid waste enclosures shall be maintained in good working condition and in the condition that they were approved. Maintenance and cleaning of the solid waste enclosure is the day-to-day responsibility of the occupant or owner of the premises. (6) Washing out the solid waste enclosure or waste receptacles to the storm drain system, street, or gutter is prohibited. Wash water shall be directed towards a landscaped area or collected and discharged to the sanitary sewer only. Improper methods of wash water disposal shall be subject to violations of the City's Water Quality Ordinance. Section 33. Section 41-683 (Discontinuance of nonconforming building or use) of Chapter 41 of the SAMC is hereby amended to read as follows: Sec. 41-683. - Discontinuance of nonconforming building or use. City Council 6 — 23 2/7/ 0? _ Ordinance o. XXX Page 23 of 54 Except as provided in section 41-683.5 and 41-683.6, if a nonconforming use is discontinued, or if a nonconforming building is vacant, unused or unoccupied for a period of twelve (12) consecutive months, any subsequent use must conform in every respect to the provisions of this chapter, and a nonconforming building may not thereafter be used or occupied until it conforms in every respect to the provisions of this chapter. Section 34. Section 41-683.6 (Discontinuance of nonconforming noxious use) of Chapter 41 of the SAMC is hereby added to read as follows: Sec. 41.683.6. - Discontinuance of nonconforming noxious use. (a) If a nonconforming use of a building regulated by Section 41-199.4 requires a new certificate of occupancy for any reason other than a change in business name with no change in owner of the business, legal nonconforming status shall be lost and any subsequent use must conform in every respect to the provisions of this chapter. (b) If a nonconforming use of a building regulated by Section 41-199.4 is in violation of any applicable federal, state, or local regulation for a period of sixty (60) consecutive days, receives three noncompliant notices from a federal, state, or local regulatory agency in a one (1) year period, or is in violation for a total of ninety (90) days in a one (1) year period, legal nonconforming status shall be lost and any subsequent use of the building shall conform in every respect to the provisions of this chapter. Section 35. Section 41-885 (Regional planned sign program) of Chapter 41 of the SAMC is hereby amended to read as follows: Sec. 41-885. - Regional planned sign program. a) Definitions: 1. Regional commercial center - A large commercial complex containing a variety of stores, restaurants and other businesses housed in a series of connected and/or adjacent buildings within an integrated campus that shares common areas and parking facilities, and which fronts onto one or more freeways. Said center must be located on a site of no less than fifteen (15) acres. 2. Regional automobile dealership - An automobile dealership licensed by the state that sells new or used automobiles or other motor vehicles in conjunction with new automobiles to the general public on an integrated site which fronts onto one or more freeways or is on a site which is located within three hundred (300) feet of the point where a freeway exit centerline intersects with a city street. 3. Regional attraction - A large cultural or educational establishment such as a museum or zoo, or other establishment that blends education, entertainment, and/or amusement, and which fronts onto one or more City Council 6 — 24 2/7/ 0? _ Ordinance o. XXX Page 24 of 54 freeways. Said attraction must be located on a site of no less than five (5) acres. 4. Regional institution - An institution providing higher education such as a college or university with minimum school year average enrollment of at least 1,000 students; or a healthcare institution such as a medical office building complex or hospital on a site of no less than five (5) acres. b) Eligibility for a regional planned sign program: 1. The sign program is proposed for a site that is a regional commercial center, regional automobile dealership, regional attraction, or a regional institution. c) Signage and other on -premise advertising must meet the provisions of the sign code meant to protect the health, safety, and welfare of residents and workers in the immediate vicinity; signage shall be limited to only advertising on -site business activities. All signage must comply with the provisions of sections 41-860 and 41- 861 of this chapter except as noted within those sections pursuant to approval of a regional planned sign program described in this section. d) The provisions of this section shall be applied in conjunction with chapter41, article XI, "On -Premise Signs" of this Code, provided however, in the event of a conflict between the provisions within this section and the remainder of the City of Santa Ana Sign Ordinance as outlined in chapter 41, article XI, "On -Premise Signs," the provisions of this section shall prevail. e) Electronic message displays may be permitted in regional planned sign programs subject to the following conditions: 1. Any electronic message displays may not be located within 300 feet of property zoned or used for residential purposes, as measured from the face of the electronic message display to the nearest property line of the residential property. The display(s) shall comply with the following requirements: A. Be oriented in a way that: i. Minimizes visual and light -emitting intrusion onto properties zoned or used for residential purposes; and, ii. Maximizes visibility from adjacent or nearby freeway corridors. B. Produce a maximum 0.3 foot-candles over ambient light levels. C. Include a means of ensuring additional flexibility in reducing light levels upon request by the city. D. Provide a means of limiting excessive light or glare. City Council 6 — 25 2Ordinance nce o. 0? _ XXX Page 25 of 54 E. Have automatic diming capabilities. 2. The sign copy shall comply with the following requirements: A. Where screen transitions are used, such transitions shall not give the appearance of moving text or images, and should use smooth effects, such as fades, rather than abrupt transitions. The sign copy shall not use flashing, intermittent or moving lights or produce the optical illusion of movement. B. Each sign copy shall be displayed for a minimum of eight (8) seconds. 3. No electronic message display shall be located on a ground sign within fifty (50) feet of a traffic signal or sign, or placed in a location that would not maintain safe conditions for motorists, pedestrians, or cyclists as determined by the public works agency. 4. The property owner shall comply with Santa Ana Municipal Code section 41-638.2, establishing standards for graffiti abatement. 5. The property owner shall provide the city and the public a designated phone number and email address for emergencies or complaints that will be accessible 24 hours a day, seven days per week. 6. In addition to their on -premise advertising and identification purposes, the signs must make available a minimum amount of display time to be used for public service announcements or warning signs as requested and provided by the city of Santa Ana. Such minimum time will be established as a condition of approval for the regional planned sign program. 7. The sign shall comply with any and all federal, state and local laws, regulations and permitting requirements. f) A regional planned sign program may be submitted by an applicant representing or owning the project site or may be required for a development project when the Planning Director or his or her designee determines that such a sign program is necessary because of special project characteristics. g) Applications for regional planned sign programs shall be accompanied by photo simulations of all proposed signage showing daytime and nighttime conditions in addition to standard forms, exhibits, and other materials requested by staff as required for a complete submittal. h) Every application under this chapter fora regional planned sign program or appeal to the city council shall be accompanied by a filing fee. No application shall be accepted for filing without the required fee, except that all governmental agencies are exempted from the fee requirement. The city council shall from time to time by resolution adopt a schedule of fees to be charged, a copy of which shall be maintained in the office of the planning department. City Council 6 — 26 2Ordinance nce o. 0? _ xxx Page 26 of 54 i) An application to permit a regional planned sign program must be approved by the Planning Commission and be reviewed subject to compliance with the following sections of the Santa Ana Municipal Code: 1. 41-633, requiring forms, descriptions, notification of surrounding property owners, and signature(s) from recorded property owner(s), as applicable; 2. 41-635 through 41-637, scheduling for public hearing, providing notice of hearing, and continuances; 3. 41-642, reviewing the decision of the planning commission by the city council; 4. 41-645 and 41-646, processing appeals; 5. 41-647 and 41-647.5, utilizing such permits and violations of such permits; 6. 41-649, modifying such permits; and 7. 41-651, revoking of such permits. j) In granting or denying a regional planned sign program, the planning commission shall make the following findings of fact and may impose conditions, restrictions or limitations as the commission may determine to be necessary to meet the general purpose and intent of this chapter and to ensure that the public health, safety and welfare are being maintained. Findings shall be made and conditions may be imposed to confirm that: 1. The scale and intensity of the proposed signage is consistent and harmonious with surrounding land uses and does not create conditions that could contribute to visual or physical blight, intrusion, or similar incompatibilities. 2. The location of the proposed signage will not contribute towards a hazardous environment for pedestrians, cyclists, or motorists on city streets or freeways. 3. The proposed signage is compatible with the scale, intensity, and site development characteristics on which it is proposed. Scale, intensity, and site development characteristics may be determined by: A. Height of existing or proposed buildings on -site; B. Quantity of freestanding buildings, facades, and street frontages; C. Scale of buildings as they relate to pedestrian and vehicular access, surrounding land uses, and transportation corridors; D. Visibility from streets, highways, pedestrian areas, rail corridors, bikeways, other transportation routes, parks, and other public spaces; City Council 6 — 27 2Ordinance nce o. 0? _ xxx Page 27 of 54 E. Architecture, color(s), material(s), illumination, and other site characteristics; and nature of business activities conducted on -site; and, F. Visibility from any property used or zoned for residential purposes. k) Appeals from decisions of the planning commission, extensions, time limits, and modifications to such regional planned sign programs must be conducted in a manner in accordance with chapter 41, article v, division 1 of the Santa Ana Municipal Code. Section 36. Section 41-1251 (Permits required) of Chapter 41 of the SAMC is hereby amended to read as follows: Sec. 41-1251. - Permits required. (a) No person shall cause or permit the placement, construction, or operation of any small collection facility which is not located on property within a commercial zoning district and designated as a convenience zone where such uses are permitted by this section and which has not been issued either a land use certificate or a conditional use permit as required by this section and has produced documentation verifying certification by the State of California Department of Conservation. Applicants must also provide written proof of possession of State of California Workman's Compensation coverage and be in possession of a current Weighmaster's License. (b) Small collection facilities may be permitted on any property which is zoned and used for commercial and designated as a convenience zone or on property within an industrial zoning district. Light processing facilities and heavy processing facilities are permitted only in the M1 and M2 zoning districts with the approval of a conditional use permit. (c) A land use certificate shall be issued for any small collection facility which complies with the applicable standards set forth in this article. Section 37. Section 41-1309.1 (Change of use, exceptions) of Chapter 41 of the SAMC is hereby amended to read as follows: Sec. 41-1309.1. - Change of use, exceptions. Upon the change of use of an existing building, lot, or a portion of a building or lot, additional parking and loading spaces shall be provided for the new use as required by this chapter over and above the number of parking and loading spaces required by this chapter for the prior use only, with the following exceptions: (1) Change of use in a historic district or registered historic property. Any change of use permitted in a historic resource shall not be required to provide additional parking to that legally required prior to the change of use. City Council 6 — 28 2Ordinance nce o. 0? _ XXX Page 28 of 54 (2) Change of use in a space under two thousand five hundred (2,500) square feet. The occupancy of any tenant space of less than two thousand five hundred (2,500) square feet in all zones, may be interchanged among the below land uses without the need to provide additional parking beyond that currently provided on -site or in covenanted off -site spaces. The prior use must have been established with a valid business license and certificate of occupancy. Required parking shall be determined by the last occupancy that did not use this subsection in a space under two thousand five hundred (2,500) square feet in all zones. Parking will be determined by section 41-1300. • Professional, business, and administrative offices • Service uses • Medical offices • Restaurants/eating establishments • Retail and service activities • Live/work spaces • Banks and financial institutions • Gymnasiums and studios operated for commercial or public purposes (3) Change in use from industrial to retail as permitted in section 41-472 of this code shall not be required to provide additional parking spaces beyond that provided on -site or in covenanted off -site spaces when the retail component of the use is equal to or less than 50 percent of the gross square footage of the tenant space. Section 38. Section 41-1751 (Definitions) of Chapter 41 of the SAMC is hereby amended to read as follows: Sec. 41-1751. Definitions. Unless the particular provision or the context otherwise requires, the definitions and provisions contained in this section shall govern the construction, meaning, and application of words and phrases used in this chapter: (a) "California Massage Therapy Council' or "CMTC" means the state -organized, non-profit organization created to regulate the massage industry as set forth in Chapter 10.5 of Division 2 of the California Business and Professions Code (commencing with Section 4600, as amended). (b) "Chair massage service" means where a patron receives a massage while fully clothed in a public or semipublic area. The areas massaged are the head, neck, back, arms, and feet only. City Council 6 — 29 2/7/ 0? _ Ordinance o. XXX Page 29 of 54 (c) "Employee" includes every owner, partner, operator, manager, supervisor and worker, whether part-time, full-time, or temporary, whether paid or not, who renders services of any nature or is otherwise employed in the operation of a massage establishment. For purposes of this chapter, the term employee shall also include massage technicians who provide massage services as independent contractors to a massage establishment. (d) "Manager" means the owner or operator of the massage establishment, or any person(s) designated by the owner or operator to act as the representative and agent of the owner or operator in managing daily operations. Evidence of management may include, but is not limited to, evidence that the individual has power to direct or hire and dismiss employees, control hours of operation, create policy or rules, or purchase supplies. (e) "Massage" means any scientific manipulation of soft tissue, or method of applying pressure on, or friction against, or stroking, kneading, rubbing, tapping, pounding, vibrating, or stimulating the external parts of the human body with the hands or with the aid of any mechanical or electrical apparatus or appliances, or with or without supplementary aids such as rubbing alcohol, liniments, antiseptics, oils, powder, creams, ointments, or other similar preparations commonly used in this practice. (f) "Massage certificate" means a certificate issued by the CMTC pursuant to Section 4604 of the Business and Professions Code (Chapter 10.5 commencing with section 4600, as amended). (g) "Massage establishment' means any establishment having a fixed place of business where any individual, firm, association, partnership, corporation, or combination of individuals, engages in, conducts, carries on or permits to be engaged in, conducted or carried on, massages, baths, or health treatments involving massage or baths as regular functions. (h) Massage establishment, ancillary" means a massage establishment that is operated as an ancillary use in conjunction with an approved health club, athletic club, gym, or hotel or in conjunction with a medical office. For the purpose of this definition, an ancillary use shall mean a use that is not more than twenty-five (25) percent of the floor area of the related health or athletic activities of the primary use. (i) "Massage technician" means any massage practitioner, masseuse, massage therapist or any person who administers or in any way assists in administering any form of massage, bath, or health treatment involving massages or baths as the principal functions to another person for any consideration whatsoever. A massage technician may be an employee or independent contractor. Section 39. Section 41-1752 (Permitted zones and locations) of Chapter 41 of the SAMC is hereby amended to read as follows: Sec. 41-1752. - Permitted zones and locations. City Council 6 — 30 2Ordinance nce o. 0? _ XXX Page 30 of 54 (a) A chair massage service may be located in commercial zoning districts where retail and service uses are permitted. (b) An ancillary massage establishment may only be located in zoning districts that permit health clubs, athletic clubs, gyms, hotels, or where medical services are permitted. (c) Massage establishments may be located within the following zoning districts subject to the issuance of a conditional use permit: (1) Massage establishments may be permitted on parcels in the C1, C1-MD, C2, C4, C5, or CSM zoning districts. (2) Massage establishments may be permitted on a parcel within any Specific Plan or Specific Development zoning district in which massage establishments are defined and permitted. (3) Massage establishments are not permitted in any other zoning district. Section 40. Section 41-1753 (Permits and certificates -contents of application) of Chapter 41 of the SAMC is hereby amended to read as follows: Sec. 41-1753. - Permits and certificates -contents of application. No massage establishment may be operated or established in the city without first obtaining the following: (a) No chair massage service or ancillary massage establishment may be operated or established in the city without first obtaining the following: (1) Approved certificate of occupancy. (2) A city issued business license. (3) Approved massage establishment permit issued by the chief of police, as set forth in Section 22-2 of this Code. (b) No massage establishment may be operated or established in the city without first obtaining the following: (1) Approved conditional use permit. (2) Approved certificate of occupancy. (3) A city issued business license. (4) Approved massage establishment permit issued by the chief of police, as set forth in section 22-2 of this Code. City Council 6 — 31 2Ordinance nce o. 0? _ XXX Page 31 of 54 Section 41. Section 41-1754 (Development and operating standards) of Chapter 41 of the SAMC is hereby amended to read as follows: Sec. 41-1754. Development and operating standards. (a) The following development and operating standards shall be applied to the operation of any chair massage, ancillary massage establishment, or massage establishment: (1) The owner must advise the city, in writing, at the time of the application for a permit of the business hours and, thereafter, of any changes in such hours. No person shall operate a chair massage, ancillary massage establishment, or massage establishment or administer a massage in any establishment between the hours of 10:00 p.m. and 8:00 a.m. A massage begun any time before 10:00 p.m., must nevertheless terminate at 10:00 p.m. All customers, patrons and visitors shall be excluded from the chair massage, ancillary massage establishment or massage establishment during these hours and be advised of these hours. (2) All exterior signs identifying the premises as a chair massage, ancillary massage establishment, or massage establishment shall comply with the sign requirements of the city. (3) Each operator and/or on -duty responsible employee shall display the massage establishment permit in a conspicuous public place in the lobby of the business. (4) The hours of operation must be posted in the front window and clearly visible from the outside. (5) The operator and/or on -duty responsible employee must also post, on a daily basis in a conspicuous public place in the lobby, the name of the operator and/or on -duty responsible employee as well as all on -duty massage technicians. (6) "No loitering" signs shall be posted at the front and rear of the business. No outside waiting or seating area is permitted in accordance with section 602 of the Penal Code. (7) Employees shall be at least eighteen (18) years of age. There shall be a minimum of one (1) employee managing the business during all working hours. During each employee's working hours, the employee shall wear a city issued badge identifying the business and the employee's full name. (8) Occupancy shall not exceed that required under the Uniform Building Code and Uniform Fire Code, and the maximum occupancy load shall be posted at the main entrance. (9) Window areas shall not be covered or made opaque in any way. All windows and entrances must be unobstructed at all times. City Council 6 — 32 2/7/ 0? _ Ordinance o. XXX Page 32 of 54 (10) Lighting levels on the premises within sixty (60) feet of the use and in all required parking areas shall be maintained at a minimum one (1) foot-candle of light. (11) No exterior pay phones shall be permitted. (12) Rear exits are prohibited unless required by either the building code or the fire code. When required, rear exit doors shall be kept in a locked closed position and shall have panic hardware. (13) No person shall be employed or permitted to act as a massage technician who is not in possession of a valid, un-revoked massage certificate and a photo identification card prepared and issued by the city as required in chapter 22 of this Code. (14) It shall be unlawful for any person to perform any massage upon a member of the general public while on the premises of a school of massage. (15) Residing in a chair massage, ancillary massage establishment, or massage establishment is prohibited. No person or persons shall be allowed to live, reside or dwell inside the business at any time. No food of any kind shall be prepared for sale or sold in the establishment. (16) No interior doors may be locked during operating hours. Section 42. Section 41-2109 (Requirements) of Chapter 41 of the SAMC is hereby amended to read as follows: Sec. 41-2109. - Requirements. An urban lot split must satisfy each of the following requirements: (a) Map Act Compliance. (1) The urban lot split must conform to all applicable objective requirements of the Subdivision Map Act (Gov. Code section 66410 et. seq., "SMA") and implementing requirements in this Code, except as otherwise expressly provided in this division. (2) If an urban lot split violates any part of the SMA, the city's subdivision regulations, including this division, or any other legal requirement: (A) The buyer or grantee of a lot that is created by the urban lot split has all the remedies available under the SMA, including, but not limited to, an action for damages or to void the deed, sale, or contract. (B) The city has all the remedies available to it under the SMA, including, but not limited to, the following: City Council 6 — 33 2Ordinance nce 0o.2 _ XXX Page 33 of 54 (i) An action to enjoin any attempt to sell, lease, or finance the property. (ii) An action for other legal, equitable, or summary remedy, such as declaratory and injunctive relief. (iii) Criminal prosecution, punishable by imprisonment in county jail or state prison for up to one (1) year, by a fine of up to ten thousand dollars ($10,000.00), or both; or a misdemeanor. (iv) Record a notice of violation. (v) Withhold any or all future permits and approvals. (3) Notwithstanding section 66411.1 of the SMA, no dedication of rights -of -way or construction of offsite improvements is required for an urban lot split. (b) Zone. The lot to be split is in a zoning district that allows single-family residences. (c) Lot Location. (1) The lot to be split is not located on a site that is any of the following: (A) Prime farmland, farmland of statewide importance, or land that is zoned or designated for agricultural protection or preservation by the voters. (B) A wetland. (C) Within a very high fire hazard severity zone, unless the site complies with all fire -hazard mitigation measures required by existing building standards. (D) A hazardous waste site that has not been cleared for residential use. (E) Within a delineated earthquake fault zone, unless all development on the site complies with applicable seismic protection building code standards. (F) Within a 100-year flood hazard area, unless the site has either: (i) Been subject to a Letter of Map Revision prepared by the Federal Emergency Management Agency and issued to the local jurisdiction; or (ii) Meets Federal Emergency Management Agency requirements necessary to meet minimum flood plain management criteria of the National Flood Insurance Program. City Council 6 — 34 2Ordinance nce o. 0? _ XXX Page 34 of 54 (G) Within a regulatory floodway, unless all development on the site has received a no -rise certification. (H) Land identified for conservation in an adopted natural community conservation plan, habitat conservation plan, or other adopted natural resource protection plan. (1) Habitat for protected species. (J) Land under conservation easement. (2) The applicant must provide evidence that the requirements of Government Code section 65913.4(a)(6)(B)-(K) are satisfied. (d) Not Historic. The lot to be split must not be a historic property or within a historic district that is included on the State Historic Resources Inventory. Nor may the lot be or be within a site that is designated by ordinance or resolution as a city or county landmark or as a historic property or district. (e) No Prior Urban Lot Split. (1) The lot to be split was not established through a prior urban lot split. (2) The lot to be split is not adjacent to any lot that was established through a prior urban lot split by the owner of the lot to be split or by any person acting in concert with the owner. (f) No Impact on Protected Housing. (1) The urban lot split must not require or include the demolition or alteration of any of the following types of housing: (A) Housing that is income -restricted for households of moderate, low, or very low income. (B) Housing that is subject to any form of rent or price control through a public entity's valid exercise of its policy power. (C) Housing, or a lot that used to have housing, that has been withdrawn from rental or lease under the Ellis Act (Gov. Code sections 7060- 7060.7) at any time in the fifteen (15) years prior to submission of the urban lot split application. (D) Housing that has been occupied by a tenant in the last three (3) years. (2) As part of the urban lot split application, the applicant and the owner of a property must provide a sworn statement by affidavit representing and warranting that subsection (f)(1) above is satisfied. City Council 6 — 35 2Ordinance nce o. 0? _ XXX Page 35 of 54 (A) The sworn statement must state the following: (i) No housing that is income -restricted for households of moderate, low, or very low income will be demolished or altered. (ii) No housing that is subject to any form of rent or price control will be demolished or altered. (iii) No housing that has been withdrawn from rental or lease under the Ellis Act at any time in the last fifteen (15) years will be demolished or altered. (iv) No housing that has been occupied by a tenant in the last three (3) years will be demolished or altered. (B) The city may conduct its own inquiries and investigation to ascertain the veracity of the sworn statement, including, but not limited to, surveying owners of nearby properties; and the city may require additional evidence of the applicant and owner as necessary to determine compliance with this requirement. (g) Lot Size. (1) The lot to be split must beat least two thousand four hundred (2,400) square feet. (2) The resulting lots must each be at least one thousand two hundred (1,200) square feet. (3) Each of the resulting lots must be between forty (40) percent and sixty (60) percent of the original lot area. (h) Easements. (1) The owner must enter into an easement agreement with each public-service provider to establish easements that are sufficient for the provision of public services and facilities to each of the resulting lots. (2) Each easement must be shown on the tentative parcel map. (3) Copies of the unrecorded easement agreements must be submitted with the application. The easement agreements must be recorded against the property before the final map may be approved, in accordance with section 41-2108(b). (4) If an easement is recorded and the project is not completed, making the easement moot, the property owner may request, and the city will provide, a notice of termination of the easement, which the owner may record. City Council 6 — 36 2Ordinance nce o. 0? _ XXX Page 36 of 54 (i) Lot Access. (1) Each resulting lot must adjoin a public street right-of-way that meets the established standards for is designated street classification as specified in the Mobility Element of the General Plan. (2) Each resulting lot must have frontage on the public street right-of-way of at least twelve and one-half (12.5) feet. (3) Vehicle access easement serving a maximum of two (2) units shall be a minimum of twelve (12) feet in width and shall have a minimum length of twenty (20) feet. 0) Unit Standards. (1) Quantity. No more than two (2) dwelling units of any kind may be built on a lot that results from an urban lot split. For purposes of this paragraph, "unit' means any dwelling unit, including, but not limited to, a primary dwelling unit, a unit created under this article, an ADU, or a JADU. (2) Unit Size. (A) The total floor area of each primary dwelling that is developed on a resulting lot must be: (i) Less than or equal to eight hundred (800); and (ii) More than five hundred (500) square feet. (B) A primary dwelling that was legally established prior to the urban lot split and that is larger than eight hundred (800) square feet is limited to the lawful floor area at the time of the urban lot split. It may not be expanded. (C) A primary dwelling that was legally established prior to the urban lot split and that is smaller than eight hundred (800) square feet may be expanded to eight hundred (800) square feet after the urban lot split. (3) Height Restrictions. (A) On a resulting lot that is smaller than two thousand (2,000) square feet, no new primary dwelling unit may exceed two (2) stories or twenty-two (22) feet in height, measured from finished grade to peak of the structure. Any portion of a new primary dwelling that exceeds one (1) story must be stepped back by an additional five (5) feet from the ground floor; no balcony deck or other portion of the second story may project into the stepback. City Council 6 — 37 2Ordinance nce o. 02 _ XXX Page 37 of 54 (B) No rooftop deck is permitted on any new or remodeled dwelling or structure on a lot resulting from an urban lot split. (4) Lot Coverage. The maximum building coverage of net lot area shall be thirty-five (35) percent. If new structures are proposed to be one-story and be deed restricted to be maintained as one-story structures in perpetuity, a fifty (50) percent lot coverage is allowed. This lot coverage standard is only enforced to the extent that it does not prevent two (2) primary dwelling units on the lot at eight hundred (800) square feet each. (5) Open Space. Private open space shall be provided for each unit at a minimum of one hundred (100) square feet in the form of a private covered patio or deck. The minimum dimensions of such space shall be eight (8) feet in each direction. This open space standard is only enforced to the extent that it does not prevent two (2) primary dwelling units on the lot at eight hundred (800) square feet each. (6) Setbacks. (A) Generally. All setbacks must conform to those objective setbacks that are imposed through the underlying zone. (B) Exceptions. Notwithstanding subsection j(6)(A) above: (i) Existing Structures. No setback is required for an existing legally established structure or for a new structure that is constructed in the same location and to the same dimensions as an existing legally established structure. (i i) Eight hundred (800) sf,- four -foot side and rear. The setbacks imposed by the underlying zone must yield to the degree necessary to avoid physically precluding the construction of up to two (2) units on the lot or either of the two (2) units from being at least eight hundred (800) square feet in floor area; but in no event may any structure be less than four (4) feet from a side or rear property line. (C) Front Setback Area. Notwithstanding any other part of this Code, dwellings that are constructed after an urban lot split must be at least twenty (20) feet from the front property lines. The front setback areas must: (i) Be kept free from all structures greater than three (3) feet high; (ii) Be at least fifty (50) percent landscaped with drought -tolerant plants, with vegetation and irrigation plans approved by a licensed landscape architect; and (iii) Allow for vehicular and fire -safety access to the front structure. City Council 6 — 38 2nOrdinance ce o. 0? _ xxx Page 38 of 54 (7) Parking. Each new primary dwelling unit that is built on a lot after an urban lot split must have at least one (1) off-street parking space per unit unless one (1) of the following applies: (A) The lot is located within one-half ('/2) mile walking distance of either: (i) A corridor with fixed route bus service with service intervals no longer than fifteen (15) minutes during peak commute hours; or (ii) A site that contains: (ia) An existing rail or bus rapid transit station; or (ib) The intersection of two (2) or more major bus routes with a frequency of service interval of fifteen (15) minutes or less during the morning and afternoon peak commute periods. (B) The site is located within one (1) block of a car -share vehicle location. A car -share vehicle shall mean a motor vehicle that is operated as part of a regional fleet by a public or private car sharing company or organization and provides hourly or daily service. (8) Architecture. (A) If there is a legal primary dwelling on the lot that was established before the urban lot split, any new primary dwelling unit must match the existing primary dwelling unit in exterior materials, color, and dominant roof pitch. The dominant roof slope is the slope shared by the largest portion of the roof. (B) If there is no legal primary dwelling on the lot before the urban lot split, and if two (2) primary dwellings are developed on the lot, the dwellings must match each other in exterior materials, color, and dominant roof pitch. The dominant roof slope is the slope shared by the largest portion of the roof. (C) All new structures and conversions of existing accessory structures shall meet objective standards of Division 3 of this article. (D) If a dwelling is constructed on a lot after an urban lot split and any portion of the dwelling is less than three (3) feet from a property line that is not a public right-of-way line, then all windows and doors in that portion must either be (for windows) clerestory with the bottom of the glass at least six (6) feet above the finished floor, or (for windows and for doors) utilize frosted or obscure glass. City Council 6 — 39 2iOrdinance ce o. 0? _ XXX Page 39 of 54 (9) Landscaping. (A) The project shall be designed meeting all the landscaping standards of the Santa Ana Municipal Code set forth in section 41-240. (B) Evergreen landscape screening must be planted and maintained between each dwelling and adjacent lots (but not rights -of -way) as follows: (i) At least one 15-gallon size plant shall be provided for every five (5) linear feet of exterior wall. Alternatively, at least one (1) 24-inch box size plant shall be provided for every ten (10) linear feet of exterior wall. (ii) Plant specimens must be at least six (6) feet tall when installed. As an alternative, a solid fence of at least six (6) feet in height may be installed. (iii) All landscaping must be drought -tolerant. (iv) All landscaping must be from the city's approved plant list. (10) Nonconforming Conditions. An urban lot split may be approved without requiring a legal nonconforming zoning condition to be corrected. (11) Utilities. (A) Each primary dwelling unit on the lot must have its own direct utility connection to the utility service provider. (B) Notwithstanding subsection j(11)(A) above, a primary dwelling unit may have a direct utility connection to an onsite wastewater treatment system in accordance with this paragraph and the city's code. Each primary dwelling unit on the lot that is or that is proposed to be connected to an onsite wastewater treatment system must first have a percolation test completed within the last five (5) years or, if the percolation test has been recertified, within the last ten (10) years. (C) All utilities must be underground. (12)Building and Safety. All structures built on the lot must comply with all current local building standards. An urban lot split is a change of use. (k) Separate Conveyance. (1) Within a resulting lot. (A) Primary dwelling units on a lot that is created by an urban lot split may not be owned or conveyed separately from each other. City Council 6 — 40 2Ordinance nce o. 02 _ xxx Page 40 of 54 (B) Condominium airspace divisions and common interest developments are not permitted on a lot that is created by an urban lot split. (C) All fee interest in a lot and all dwellings on the lot must be held equally and undivided by all individual property owners. (D) No timeshare, as defined by state law or this Code, is permitted. This includes any co -ownership arrangement that gives an owner the right to exclusive use of the property for a defined period or periods of time. (2) Between resulting lots. Separate conveyance of the resulting lots is permitted. If dwellings or other structures (such as garages) on different lots are adjacent or attached to each other, the urban lot split boundary may separate them for conveyance purposes if the structures meet building code safety standards and are sufficient to allow separate conveyance. If any attached structures span or will span the new lot line, the owner must record appropriate CC&Rs, easements, or other documentation that is necessary to allocate rights and responsibility between the owners of the two (2) lots. (1) Regulation of Uses. (1) Residential -only. No non-residential use is permitted on any lot created by urban lot split. (2) No short-term vacation rentals (STRs). No dwelling unit on a lot that is created by an urban lot split may be rented for a period of less than thirty (30) days. (3) Owner Occupancy. The applicant for an urban lot split must sign an affidavit stating that the applicant intends to occupy one (1) of the dwelling units on one (1) of the resulting lots as the applicant's principal residence for a minimum of three (3) years after the urban lot split is approved. (m) Notice of Construction. (1) At least thirty (30) business days before starting any construction of a structure on a lot created by an urban lot split, the property owner must give written notice to all the owners of record of each of the adjacent residential parcels, which notice must include the following information: (A) Notice that construction has been authorized; (B) The anticipated start and end dates for construction; (C) The hours of construction; (D) Contact information for the project manager (for construction -related complaints); and City Council 6 — 41 2Ordinance nce o. 0? _ XXX Page 41 of 54 (E) Contact information for the Building & Safety Department. (2) This notice requirement does not confer a right on the noticed persons or on anyone else to comment on the project before permits are issued. Approval is ministerial. Under state law, the City has no discretion in approving or denying a particular project under this section. This notice requirement is purely to promote neighborhood awareness and expectation. (n) Deed Restriction. The owner must record a deed restriction on each lot that results from the urban lot split, on a form approved by the city, that does each of the following: (1) Expressly prohibits any rental of any dwelling on the property for a period of less than thirty (30) days. (2) Expressly prohibits any non-residential use of the lots created by the urban lot split. (3) Expressly prohibits any separate conveyance of a primary dwelling on the property, any separate fee interest, and any common interest development within the lot. (4) Expressly requires that any net new unit created as a result of the provisions of this Division be deed restricted for affordable housing at the following levels: (A) Rental products shall be made affordable to very low or low income households. (B) For -sale products shall be made affordable to moderate income households. (5) States that: (A) The lot is formed by an urban lot split and is therefore subject to the city's urban lot -split regulations, including all applicable limits on dwelling size and development. (B) Development on the lot is limited to development of residential units under Divisions 2 and 3 of this article, except as required by State law. Section 43. Section 41-2115 (Requirements) of Chapter 41 of the SAMC is hereby amended to read as follows: Sec. 41-2115. - Requirements. A two -unit project must satisfy each of the following requirements: City Council 6 — 42 2Ordinance nce o. 0? _ XXX Page 42 of 54 (a) Map Act Compliance. The lot must have been legally subdivided. (b) Zone. The lot is in a single-family residential zone. (c) Lot Location. (1) The lot is not located on a site that is any of the following: (A) Prime farmland, farmland of statewide importance, or land that is zoned or designated for agricultural protection or preservation by the voters. (B) A wetland. (C) Within a very high fire hazard severity zone, unless the site complies with all fire -hazard mitigation measures required by existing building standards. (D) A hazardous waste site that has not been cleared for residential use. (E) Within a delineated earthquake fault zone, unless all development on the site complies with applicable seismic protection building code standards. (F) Within a 100-year flood hazard area, unless the site has either: (i) Been subject to a Letter of Map Revision prepared by the Federal Emergency Management Agency and issued to the local jurisdiction; or (ii) Meets Federal Emergency Management Agency requirements necessary to meet minimum flood plain management criteria of the National Flood Insurance Program. (G) Within a regulatory floodway, unless all development on the site has received a no -rise certification. (H) Land identified for conservation in an adopted natural community conservation plan, habitat conservation plan, or other adopted natural resource protection plan. (1) Habitat for protected species. (J) Land under conservation easement. (2) The applicant must provide evidence that the requirements of Government Code section 65913.4(a)(6)(B)-(K) are satisfied. City Council 6 — 43 2Ordinance nce o. 0? _ XXX Page 43 of 54 (d) Not Historic. The lot must not be a historic property or within a historic district that is included on the State Historic Resources Inventory. Nor may the lot be or be within a site that is designated by ordinance or resolution as a city or county landmark or as a historic property or district, or a structure of merit. A structure of merit is defined as meeting one or more of the following: (1) It is associated with events that have made a significant contribution in our past. (2) It is associated with the lives of persons significant in our past. (3) It embodies the distinctive characteristics of a type, period, architectural style or method of construction, or represents the work of a master, or possesses high artistic or historic value, or represents a significant and distinguishable collection whose individual components may lack distinction. (4) It yields, or may be likely to yield, information important in prehistory or history. (5) Its unique location or singular physical characteristic represents an established and familiar visual feature of a neighborhood. (e) No Impact on Protected Housing. (1) The two -unit project must not require or include the demolition or alteration of any of the following types of housing: (A) Housing that is income -restricted for households of moderate, low, or very low income. (B) Housing that is subject to any form of rent or price control through a public entity's valid exercise of its policy power. (C) Housing, or a lot that used to have housing, that has been withdrawn from rental or lease under the Ellis Act (Gov. Code sections 7060- 7060.7) at any time in the fifteen (15) years prior to submission of the urban lot split application. (D) Housing that has been occupied by a tenant in the last three (3) years. (2) As part of the two -unit project application, the applicant and the owner of a property must provide a sworn statement by affidavit representing and warranting that subsection (e)(1) above is satisfied. (A) The sworn statement must state the following: City Council 6 — 44 2Ordinance nce o. 0? _ XXX Page 44 of 54 (i) No housing that is income -restricted for households of moderate, low, or very low income will be demolished or altered. (ii) No housing that is subject to any form of rent or price control will be demolished or altered. (iii) No housing that has been withdrawn from rental or lease under the Ellis Act at any time in the last fifteen (15) years will be demolished or altered. (iv) No housing that has been occupied by a tenant in the last three (3) years will be demolished or altered. (B) The city may conduct its own inquiries and investigation to ascertain the veracity of the sworn statement, including, but not limited to, surveying owners of nearby properties; and the city may require additional evidence of the applicant and owner as necessary to determine compliance with this requirement. (f) Unit Standards. (1) Quantity. (A) No more than two (2) dwelling units of any kind may be built on a lot that results from an urban lot split. For purposes of this paragraph, "unit" means any dwelling unit, including, but not limited to, a primary dwelling unit, a unit created under this article, an ADU, or a JADU. (B) A lot that is not created by an urban lot split may have a two -unit project under this section, plus any ADU or JADU that must be allowed under state law and the city's ADU ordinance. (2) Unit Size. (A) The total floor area of each primary dwelling built that is developed under this section must be: (i) Less than or equal to eight hundred (800); and (ii) More than five hundred (500) square feet. (B) A primary dwelling that was legally established on the lot prior to the two -unit project and that is larger than eight hundred (800) square feet is limited to the lawful floor area at the time of the two -unit project. The unit may not be expanded. (C) A primary dwelling that was legally established prior to the two -unit project and that is smaller than eight hundred (800) square feet may be City Council 6 — 45 2Ordinance nce o. 0? _ xxx Page 45 of 54 expanded to eight hundred (800) square feet after or as part of the two - unit project. (3) Height Restrictions. (A) On a lot that is smaller than two thousand (2,000) square feet, no new primary dwelling unit may exceed two (2) stories or twenty-two (22) feet in height, measured from grade to peak of the structure. Any portion of a new primary dwelling that exceeds one (1) story must be stepped back by an additional five (5) feet from the ground floor; no balcony deck or other portion of the second story may project into the stepback. (B) No rooftop deck is permitted on any new or remodeled dwelling or structure on a lot with a two -unit project. (4) Demo Cap. The two -unit project may not involve the demolition of more than twenty-five (25) percent of the existing exterior walls of an existing dwelling unless the site has not been occupied by a tenant in the last three (3) years. (5) Lot Coverage. The maximum building coverage of net lot area shall be thirty-five (35) percent. If new structures are proposed to be one-story and be deed restricted to be maintained as one-story structures in perpetuity, a fifty (50) percent lot coverage is allowed. This lot coverage standard is only enforced to the extent that it does not prevent two (2) primary dwelling units on the lot at eight hundred (800) square feet each. (6) Open Space. Private open space shall be provided for each unit at a minimum of one hundred (100) square feet in the form of a private covered patio or deck. The minimum dimensions of such space shall be eight (8) feet in each direction. This open space standard is only enforced to the extent that it does not prevent two (2) primary dwelling units on the lot at eight hundred (800) square feet each. (7) Setbacks. (A) Generally. All setbacks must conform to those objective setbacks that are imposed through the underlying zone. (B) Exceptions. Notwithstanding subsection (f)(7)(A) above: (i) Existing Structures. No setback is required for an existing legally established structure or for a new structure that is constructed in the same location and to the same dimensions as an existing legally established structure. (ii) Eight hundred (800) sf,- four -foot side and rear. The setbacks imposed by the underlying zone must yield to the degree necessary to avoid physically precluding the construction of up to two (2) units on the lot or either of the two (2) units from City Council 6 — 46 2iOrdinance ce o. 0? _ xxx Page 46 of 54 being at least eight hundred (800) square feet in floor area; but in no event may any structure be less than four (4) feet from a side or rear property line. (C) Front Setback Area. Notwithstanding any other part of this Code, dwellings that are constructed under this section must be at least twenty (20) feet from the front property lines. The front setback area must: (i) Be kept free from all structures greater than three (3) feet high; (ii) Be at least fifty (50) percent landscaped with drought -tolerant plants, with vegetation and irrigation plans approved by a licensed landscape architect; and (iii) Allow for vehicular and fire -safety access to the front structure. (D) Interior Side Yard and Rear Yard Setbacks. Dwelling units must provide a minimum of four -foot interior side yard and rear yard setbacks for the property line. (E) Corner Lot Setbacks for side yards abutting a street. Dwellings that are constructed pursuant to Divisions 2 and 3 of this article must provide setbacks at least ten (10) feet from the side yard abutting the street. (F) Existing Structures. No setback is required for an existing legally established structure or for a new structure that is constructed in the same location and to the same dimensions as an existing legally established structure. (8) Parking. Each new primary dwelling unit must have at least one (1) off-street parking space per unit unless one (1) of the following applies: (A) The lot is located within one-half ('/2) mile walking distance of either: (i) A corridor with fixed route bus service with service intervals no longer than fifteen (15) minutes during peak commute hours; or (ii) A site that contains: (ia) An existing rail or bus rapid transit station; or (ib) The intersection of two (2) or more major bus routes with a frequency of service interval of fifteen (15) minutes or less during the morning and afternoon peak commute periods. City Council 6 — 47 2/7f 0? _ Ordinance o. XXX Page 47 of 54 (B) The site is located within one (1) block of a car -share vehicle location. A car -share vehicle shall mean a motor vehicle that is operated as part of a regional fleet by a public or private car sharing company or organization and provides hourly or daily service. (9) Architecture. (A) If there is a legal primary dwelling on the lot that was established before the two -unit project, any new primary dwelling unit must match the existing primary dwelling unit in exterior materials, color, and dominant roof pitch. The dominant roof slope is the slope shared by the largest portion of the roof. (B) If there is no legal primary dwelling on the lot before the two -unit project, and if two (2) primary dwellings are developed on the lot, the dwellings must match each other in exterior materials, color, and dominant roof pitch. The dominant roof slope is the slope shared by the largest portion of the roof. (C) New roofing and siding materials that are shiny, mirror-like, or of a glossy metallic finish are prohibited. (D) All exterior lighting must be limited to down -lights. (E) No window or door of a dwelling that is constructed on the lot may have a direct line of sight to an adjoining residential property. Fencing, landscaping, or privacy glass may be used to provide screening and prevent a direct line of sight. (F) If any portion of a dwelling is less than thirty (30) feet from a property line that is not a public right-of-way line, then all windows and doors in that portion must either be (for windows) clerestory with the bottom of the glass at least six (6) feet above the finished floor, or (for windows and for doors) utilize frosted or obscure glass. (G) New skylights shall have flat glass panes. 'Bubble" or dome type skylights are prohibited. (H) The roof pitch/slope and roof style (e.g. hip, gable, mansard) of the proposed unit addition shall be the same as the primary dwelling. (1) If a garage is converted to new unit, the garage door opening shall be replaced with exterior wall coverings, or residential window and doors, to match the existing exterior garage wall covering and detailing. (J) Additions or new construction shall comply with the following: (i) On a site already developed with an existing residential unit, the new unit shall be designed and constructed to match the City Council 6 — 48 2Ordinance nce o. 0? _ xxx Page 48 of 54 existing paint color and exterior building materials, including but the limited to siding, windows, doors, roofing, light fixtures, hardware, and railings. (ii) If residential development is propped on a lot where not residential units currently exist, the units shall be constructed using the same architectural style, exterior building materials, colors and finishes. (iii) The size of the common indoor living areas of a dwelling unit, such as the living room, dining room, kitchen, family room, etc. must be equal to, or greater than, the square footage of bedrooms provided. (iv) Direct exterior access from a first -floor bedroom to the exterior of the dwelling unit shall be through a sliding door or double French door. (v) Upper story unenclosed landings, decks, and balconies greater than twenty (20) square feet that face or overlook an adjoining property, shall be located a minimum of fifteen (15) feet from the interior lot lines. (vi) Water heaters (excluding tank less water heaters) and laundry facilities (washer and dryer) may not be located on the exterior of a dwelling unit. (vii) Upper story unenclosed landings, decks, and balconies, that do not face or overlook an adjoining property due to orientation or topography, may be located at the located at the minimum as allowed by the underlying zone interior setback line if an architectural screening element such as enclosing walls, trellises, awning, or perimeter planters with a five-foot minimum height is incorporated into the unenclosed landing, deck, or balcony. (viii) Upper story windows located within fifteen (15) feet of an interior lot line and face or overlook an adjoining property shall be installed a minimum of forty-two (42) inches above finish floor. (10)Landscaping. Evergreen landscape screening must be planted and maintained between each dwelling and adjacent lots (but not rights -of -way) as follows: (A) At least one (1) 15-gallon size plant shall be provided for every five (5) linear feet of exterior wall. Alternatively, at least one (1) 24-inch box size plant shall be provided for every ten (10) linear feet of exterior wall. City Council 6 — 49 2nOrdinance ce o. 0? _ XXX Page 49 of 54 (B) Plant specimens must be at least six (6) feet tall when installed. As an alternative, a solid fence of at least six (6) feet in height may be installed. (C) All landscaping must be drought -tolerant. (D) All landscaping must be from the city's approved plant list. (11) Nonconforming Conditions. A two -unit project may only be approved if all nonconforming zoning conditions are corrected. (12) Utilities. (A) Each primary dwelling unit on the lot must have its own direct utility connection to the utility service provider. (B) Notwithstanding paragraph subsection (f)(12)(A) above, a primary dwelling unit may have a direct utility connection to an onsite wastewater treatment system in accordance with this paragraph and the city's code. Each primary dwelling unit on the lot that is or that is proposed to be connected to an onsite wastewater treatment system must first have a percolation test completed within the last five (5) years or, if the percolation test has been recertified, within the last ten (10) years. (C) All utilities must be underground. (13) Building and Safety. All structures built on the lot must comply with all current local building standards. A project under this section is a change of use and subjects the whole of the lot, and all structures, to the city's current code. (g) Separate Conveyance. (1) Primary dwelling units on the lot may not be owned or conveyed separately from each other. (2) Condominium airspace divisions and common interest developments are not permitted within the lot. (3) All fee interest in the lot and all the dwellings must be held equally and undivided by all individual property owners. (A) No timeshare, as defined by state law or this Code, is permitted. This includes any co -ownership arrangement that gives an owner the right to exclusive use of the property for a defined period or periods of time. (h) Regulation of Uses. City Council 6 — 50 2Ordinance nce o. 0? _ XXX Page 50 of 54 (1) Residential -only. No non-residential use is permitted on the lot. (2) No short term rentals (STRs). No dwelling unit on the lot may be rented for a period of less than thirty (30) days. (3) Owner Occupancy. Unless the lot was formed by an urban lot split, the individual property owners of a lot with a two -unit project must occupy one (1) of the dwellings on the lot as the owners' principal residence and legal domicile. (i) Notice of Construction. (1) At least thirty (30) business days before starting any construction of a two - unit project, the property owner must give written notice to all the owners of record of each of the adjacent residential parcels, which notice must include the following information: (A) Notice that construction has been authorized. (B) The anticipated start and end dates for construction. (C) The hours of construction. (D) Contact information for the project manager (for construction -related complaints). (E) Contact information for the Building and Safety Department. (2) This notice requirement does not confer a right on the noticed persons or on anyone else to comment on the project before permits are issued. Approval is ministerial. Under state law, the City has no discretion in approving or denying a particular project under this article. This notice requirement is purely to promote neighborhood awareness and expectation. Q) Deed Restriction. The owner must record a deed restriction, on a form approved by the city, that does each of the following: (1) Expressly prohibits any rental of any dwelling on the property for a period of less than thirty (30) days. (2) Expressly prohibits any non-residential use of the lot. (3) Expressly prohibits any separate conveyance of a primary dwelling on the property, any separate fee interest, and any common interest development within the lot. (4) If the lot does not undergo an urban lot split: Expressly requires the individual property owners to live in one (1) of the dwelling units on the lot as the owners' primary residence and legal domicile. City Council 6 — 51 2Ordinance nce o. 0? _ xxx Page 51 of 54 (5) Expressly requires that any net new unit created be deed restricted for affordable housing at the following levels: (A) Rental products shall be made affordable to very low or low income households. (B) For -sale products shall be made affordable to moderate income households. (6) Limits development of the lot to residential units that comply with the requirements of this section, except as required by state law. Section 44. Table 3-2 (Permitted Uses) of the Harbor Mixed Use Transit Corridor Specific Plan (Specific Plan No. 2) is hereby amended as per Exhibit A of this Ordinance to delete reference to "Child day care - more than 8 and up to 14 children" in its entirety and to revise reference to "Child day care center (15 or more children)" to "Daycare center". Section 45. The definition of "Personal services — restricted" as appearing in the Harbor Mixed Use Transit Corridor Specific Plan (Specific Plan No. 2) "Definitions" section is hereby amended as per Exhibit A of this Ordinance to clarify the use, the section referenced in the SAMC, and applicable standards. Section 46. Table 2A (Use Standards) of Section 41-2007 of the Transit Zoning Code (Specific Development No. 84) is hereby amended as per Exhibit B of this Ordinance to delete reference to "Child day care - more than 8 and up to 14 children" in its entirety and to revise reference to "Child care center' to "Daycare center". Section 47. The definition of "Personal Services — restricted" as appearing in Section 41-2080 of the Transit Zoning Code (Specific Development No. 84) is hereby amended as per Exhibit B of this Ordinance to clarify the use, section referenced in the SAMC, and applicable standards. Section 48. Table 3 (Permitted Land Uses) of Section 4.1 of the Metro East Mixed -Use Overlay Zone is hereby amended as per Exhibit C of this Ordinance to replace all references to "Child care facilities" with "Daycare centers," and to expressly permit and require a conditional use permit for massage establishments in two districts within the plan area. Section 49. Table 3 (Permitted Land Uses) of Section 4.1 of the Metro East Mixed -Use Overlay Zone is hereby amended as per Exhibit C of this Ordinance to include a reference to "Massage establishments" and to permit them subject to a conditional use permit in the Village Center and Active Urban districts of the overlay. Section 50. If any section, subsection, sentence, clause, phrase or portion of this ordinance is for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this ordinance. The City Council of the City of Santa Ana hereby declares that City Council 6 — 52 2Ordinance nce o. 0? _ xxx Page 52 of 54 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 51. This ordinance shall become effective thirty (30) days after its adoption. Section 52. The Clerk of the Council shall certify the adoption of this ordinance and shall cause the same to be published as required by law. ADOPTED this APPROVED AS TO FORM Sonia R. Carvalho, City Attorney By: John M. Funk Chief Assistant City Attorney U0*3 day of 2023. Valerie Amezcua Mayor Councilmembers: NOES: Councilmembers: ABSTAIN: Councilmembers: NOT PRESENT: Councilmembers: CERTIFICATE OF ATTESTATION AND ORIGINALITY I, , Clerk of the Council, do hereby attest to and certify that the attached Ordinance No. NS- to be the original ordinance adopted by the City Council of the City of Santa Ana on , and that said ordinance was published in accordance with the Charter of the City of Santa Ana. City Council 6 — 53 2Ordinance nce o. 0? _ XXX Page 53 of 54 Date: Clerk of the Council City of Santa Ana City Council 6-54 2Ordinance nce o. 0? _ XXX Page 54 of 54 nw'- - s- CHAPTER 3. Land Use Plan and Development Standards Permitted Uses Table 3-2 shall regulate land uses within the Harbor Corridor Plan area. The table provides uses by district. The uses are indicated to abbreviation_ permitted (P), not benmiRed (N), permitted by Conditional Use Permit (CUP), permitted by Lend Use Certificate (LUC), and permitted through SIte Plan Review (SPR). The Transit Node District is divided into two areas basd on their proximity to the transit stops. Transit Node North: Permittod uses shall apply to properties In tho Transit Node District adjacent to the North Transit Stop as depicted In Figure 3-1. Transit Node South Permitted uses shall apply to properties in the Transit Node District adjacent to the South Transit Stops as depicted in Figure 3-1. Table 3-2. Permitted Uses LAND USE TYPE RESIDENTIAL wwww NEIGH TRANSITIONAL Joint l C ing-working quarters P(1) P P(2) CUP N Care homes IN IV CUP CUP I'l Single Unity dwelling N N P P N Multi-lamlly dwellings (in building typos othor[han a House or Live -Work) RECREATION, EDUCATION, AND ASSEMBLY P (11 P (ll P P N Community assembly or religious toothy P(1) P(1) P CUP N Ghrary, museum P P P P SPR Park or recreation stlily(ouldoor) P P P P P Commeroalrecrea(ied/heaLLh/riluess('mtloor) CUP CUP N N P School P (1) P (1) P CUP N Studio P (3) P P CUP N TYlcatcr, cinema or performing arts P P P N N General Fetal P (3) P P P (2) N Grocery, food market P (3) P P (1) P (9 N E.Inng esla NU,IUrnen( P (3) P P P (2) N Auto or motor vehlcle sales N N CUP N N SERVICE GENERAL Autoormotorvohidosprvim N N CUP N N Banquotfadlity/Catering-subJrctto41.199.1 oftl SAMC CUP (1) CLIP (1) CUP (1) N N Daycve 1(1) P P CUP N I e>elutling transient rcitlential I arW lurrgPlanrr VW P P P N N Pe .1 zervines P (3) P P P (2) N I servines- resbiehtl \ M 1 Y • N N CUP CUP N Rank, finarrial service P (3) P P N N Clmice urgent Dare N N P N N Dame EerM)st, tlriropraW elriea P (1) P P N N Frotessioru4aeministratme/service otfiee 1(1) P P 1(2) N Riii g f Irly -public er commercial (staial parking structures are pmHibi4d) (d) P P SPR N N TnmB station or terminal P P P N SPR Piadie utility slm cu.. .11 ding wireless oommuninlion taci)itiee N N N CUP SPR Any strum over three (3) stone in height SPR SPR SPR SPR SPR Brninesses operaficg between 12 am." Jam CUP CUP CUP CUP N Ab k i sale n mnsumplim CUP CUP CUP CUP N AEult brain N N N N N L'ghl or hoary intlrab)al N N N N N Ill Uscpe iittctlpnlycrscroidorupperno rbhin]rctzl crrccgrouidtloerusu. I' Us'c I'pern ttob euticatt omplBnm v-tYi all apprrablep rears of tre .;ant, Ana Munidpml and (t) Permitted use as part of a vertical i use program, with upperfioor residential LUC Use Is permitted sublectto the approval of a Land Use C,urfirate (3) Permitted only as part of a mixed use pmlectooth a commercial or resldentlal component CUP Ur, Is perrnlllr:tl SulgIXu le the approval of a Conditional Usn Perron (4) Parking tecilitias m.i,l—ep, with I fe i sunda,3, art Use Is permitted subject to the approval of a Site Plan Review r it N �µzc not pennitmu In mstdetGity i�1n13 October 2014 EXHIBIT A `B� CCS[r2r 3-3 f CHAPTER 7, Administration and Implementation n Accounting, a unit ng a net bookkoo pi n g or, n Advertising agencies n Attorneys Business associations, chambers of commerce Commomial art and design services n Construction contractors (office facilities only) n Counseling services » Court reporting services » Detective age n c l as a n d a on l Is r services Design services including architecture. engineering, landscape archltactum, urban planning » Educational, scientific and research organizations » Financial management and in vestment counseling » Literary and talent agencies » Management and public relations services n Media postproduction services • News Services n Photographers and photography studios » Political campaign headquarters » Psychologists » Secretarial, stenographic, word processing, and temporary clerical employee services Security and commodity brokers » Writers and artists offices Pasco: a public place or path designed for walking; promenade. Pedestrian -friendly: The practice of addressing the needs of people, once act of their autnrnobiles, through a series of Interdependent urban design and streetscape principles (e.g., wide sidewalks, street trees and shade, on -street parking, outdoor dining, invitingstorefronts, the feeling of being in an 'outdoor mom', short eressavalk distances, interconnected and short blocks). Personal services: Establishments providing non -medical services to individuals as a primary use. Examples of these uses include: » Barber, nail salons and beauty shops a Clothing rental » Dry cleaning pick- up stores with liri equipmunt n Home electronics and small appliance repair n Locksmiths • Pet grooming with no boarding • Shoe repair shops n Tailors These uses may also include accessory retail sales of products related to the services provided. Personal services - restricted: Personal services that may tend to have a blighting and/or deteriorating effect upon surrounding areas and which may need to be, dispersed to minimize their adverse impacts. Examples of these uses include, n Laundromats (self service laundries), which shall comply with the development and performance standards set forth in Section 41-199 of the SAMC n Massage establishments (licensed, therapeutic) as defined on Section 41-1751. of the SAMC. Massage establishments shall comply with Article XMI.I of Chapter 41 of the SAMC. Pawnshops Planter: The layer of the streetscape which accommodates street trees. Planters may be continuous or individual according to the Thoroughfare and location within the neighborhood. Podium: A continuous raised platform supporting a building, or a large block of two or three stories beneath a multi -layer block of a smaller area. Porch: soo `Frontage Types' Religious facility: see 'Community Assembly' Residential development: The addition of new residential units or the conversion of apartments to condominiums. Residential unit: Any singlo-family home; any separate occupancy unit in a two-family or multifamily dwelling building; any live -work unit, and any other structure designed for human occupancy which contains a kitchen. However, this excludes any other building or structure designed or Intended to be occupied or used for business or commercial purposes, such as sleeping rooms in hotels and motels without kitchens or kitchen facilities. Rowhcuse: See ' Building Types' Setback: The area of a lot measured from a lot line to a building facade or elevation that must be maintained clear of permanent structures excepting galleries, fences, garden walls, arcades, porches, stoops, balconies, bay windows, and terraces which are permitted to encroach into the setback subject to the standards established in Chapter 3 of this Specific Plan. Shared parking (joint use or park -once policy): An accounting for parking spaces that are available to more than one function. The requirement Is based on a range of parking demand found do mature, mixed -use centers. The shared parking ratio \,arias according to multiple functions In close proximity unlikely to require the spaces at the same time. This approach to parking uses the folinwing types of parking in combination to achieve a balanced and distributed supply of parking, off-street (surface lots and garages), on -street (parallel and diagonal). Shopkeeper: A unit that contains space on the ground floor for use and operation by a retail merchant or tradesman along with residential space on the upper floors) that can be occupied by the same shop operator or a different resident The residential and commercial components oath have soparatc, dedicated entrances. See also'Live-Work Shopfront: See 'Frontage Types Single family dwelling: A residential building containing one or more habitable rooms with only one kitchen, designed for occupancy by one independent household unit with common access to, and common use of all living, kitchen and bathroom areas. Stacked Dwellings: See Building Types Stoop: See `Frontage Types' Story: A habitable level within a building from finished floor to finished ceiling. Attics and basements, as defined by the California Building Code (CBC) are not considered a story for the purposes of determining building height and are subject to the applicable requirements of this code and the CBC, except for when the finished floor level directly above a basement or cellar is more than six feet above grade, such basement or cellar shall be considered a story. Streetscape: The urban element that provides the major part of the public realm as well as paved lanes for vehielue. A structseapc is unit with two attributescapacity and context Capacity is the number of vehicles that can move safety through a segment within a given time period. It is physinally manifested by the number of lanes and their width, and by the curb radius. Studio: A workplace of one or more individuals who are engaged in the production of art, such as fine and fiber arts, lithography, calligraphy, photography, music, dance and the performing arts. Galleries, not to exceed 50 percent of the floor area, are permitted as an ancillary use. Any regulated usq as defined on Section 41-191 of the SAMC is not allowed. Uses meeting the definition of artisan/craft product manufacturing shall be, deemed an artisan/craft product manufacturing use. Tandem parking stall: Two or more parking spaces arranged ono behind the other. Thoroughfare: A vehicular way incorporating moving lanes and parking lanes (except alleys/lanes- which have no parking lanes) within a right-of-way. Traffic calming: A set of techniques which serves to reduce the speed of traffic. Such strategies include lane -narrowing, on -street parking, chicanes, yield points, sidewalk bulgrouts, speed bumps, surface variations, mid -block deflections, and visual dues. Traffic calming is a retrofit tech ndq Lie unnecessary when thoroughfares are correctly designed for the appropriate speed at initial construction. Transit -oriented development: Compact, higher intensity development that Includes uses supportive to transit; i.e.. residential uses that increase ridership and transit efficiency or commercial uses that serve transit users. Its structure creates nodes at an efficient spacing for mass transit. These nodes are nneed- use areas limited in extent by walking distance to the transit stop. Transition line: A horimntal line, the full width of a facade expressed by a material change or by a continuous horizontal articulation such as a cornice ora balcony. Tuck -Under Housing: See Building Types' Zaguan: A covered pedestrian passage between courts of one to two rooms in depth and one story in height. City Council 6-56 2/7/2023 October 2014 7-5 TRANSIT .ZONING CODE Uses Permitted Sec. 41-2007. Uses Permitted. (a) Allowable Land Use Types. A parcel or build- ing within the Specific Development area shall be occupied by only the land uses allowed by the table entitled Use Standards (hereinafter Use Standards Table) within the zone applied to the site by the Regulating Plan. (b) Garage sales are allowed In compliance with Section 41-193. (c) Temporary outdoor activities are allowed in compliance with Section 41-195.5. (d) Youth amusement rides are permitted in con) El fiance with Section 41-366 for C1 districts. (e) Drive -through facilities shall not be permit- ted. Sec. 41-2008. Operational Standards. (a) All property shall be maintained in a safe, sanitary and attractive condition Including, but not limited to, structures, landscaping, parking areas, walkways, and trash enclosures. (b) All business activities shall be conducted and located within an enclosed building, except as allowed by Section 41-195 of the SAMC and except that the following business activi- ties may be conducted outside of an enclosed building: (1) Newsstands (2) Flower Stands (c) There shall be no manufacturing, processing, compounding, assembling or treatment of any material or product, other than that which is clearly incidental to a particular retail and ser- vice general enterprise, and where such goods are sold on the premises. (d) There shall be no work inside of a structure that generates noise that exceeds 60 d6 CNEL measured at the exterior wall of the unit. (e) Storage of goods and supplies shall be lim- ited to those sold at retail on the premises or utilized in the course of business. (f) Public utility structures, including electric distribution and transmission substations shall be screened by a solid wall at least eight (8) feet high, except as restricted by Sections 36-45, 36-46, and 36-47. (g) Any activity permitted shall be conducted n such a manner as not to have a detrimental effect on permitted adjacent uses by reason of refuse matter, noise, light, or vibration. (h) Small scale Industry uses shall require a solid mall or fence not less than eight (8) feet in height along any rear or side lot line. (i) All business activities, including, but not lim- ited to, compounding, processing, packaging or assembly of articles of merchandise and treat- ment of products shall be conducted within a completely enclosed building. No ancillary vehicle maintenance or repair shall be allowed on site. (j) Loading areas shall not be visible from streets. Loading areas not facing a street shall be setback at least thirty-five (35) feet from the property line. Table 2A - Use Standards Land Use Type Permit Required by Zone TIC I CDR I UN-2 I UN-1 eferto Keyto Zone Symbols table on following page forzone description and use notations RESIDENTIAL Live -Work Use/Joint living -working quarters P(2) P(2) P(2) P(2) CUP CUP Care Homes CUP CUP CUP CUP CUP CUP Single Dwelling -- -- -- --- P P Multi -Family Dwellings P(1) P(1) P(1) P(1) P P RECREATION, EDUCATION AND ASSEMBLY Community assembly P(1) P(1) P(1) P CUP CUP Health/fitness facility P P P P CUP -- Library,museum P P P P P CUP Schools P(1) P(1) P(1) P CUP CUP Studio P P P P CUP CUP Theater, cinema or performing arts P P P P --- Commercial Recreation (indoor) CUP CUP CUP -- --- -- RETAIL General retail, except with any ofthe following features P P P P P(2) -- - Floor area over 20,000 per tenant CUP CUP P -- CUP -- Eating establishments P P P P P(2) -- Auto or motor vehicle service -- -- P P --- -- SERVICE GENERAL Banquet facility/catering-sub. to 41. 199. 1(a) through (it) CUP CUP CUP CUP(1) --- -- Daycarecenters P(3) P(3) P P CUP CUP Adult day are tamer-.. bject to 41. 199.2 of the SAMC P(3) P(3) P P P -- Hotel, excl. transient residential hotel and long term stay P P P P -- -- Mortriaries,funeralhomes -- -- CUP P -- -- Personal services P P P P P(2) P(2) Personal services - restricted -- -- CUP CUP CUP -- Tattoo/Body Art Establishments- subject to 41,1993 of the SAMC P P P P — — 2'.3 SPECIFII A0 ELdDoun OPMENTgll EXHIg IZ, B - 57 2/7/2023 City of Santa Ana, California WUses Permitted, eont'd Table 2A- Use Standards Permit Required by Zone Land Use Type VC CDR UN-Z UN-1 SERVI CES-BUST NESS-FI NAN CIAL-PROFESSIONAL Bank, financial services P P P P -- -- Business support service P P P P P(2) P(2) Clinic, urgent care -- -- CUP P -- -- Doctoo dentist, chi repractoa etc, office P( I) P(1) PU) P -- -- Extended care P P P P CUP -- Professional/administrative/service office P(1) Pry) P(1) P P(2) P(2) SMA LL SCALE I NDUSTRV Artisan/craft product manufacturing CUP CUP CUP -- CUP —- Furnitureandfixturemanufacturing, cabinet shop P(3) -- P(3) -- --- - - Laboratory- medical -analytical -- P(1) PU) P --- Manufacturing - light P(3) -- P(3) -- CUP —- Mediapruductiun- office or storefront type (no sound stage) P P P(1) -- --- -- Printing and publishing -- P(1) P -- --- -- Research and development P (3) -- P (3) -- CUP -- TRANSPORTATION, COMMUNICATION, INFRASTRUCTURE Helistops CUP CUP -- -- -- -- Parkingfacility- public or commercial P P P P -- -- Transit station or terminal NP -- -- CUP -- -- Public utility structure, excluding wireless can ica- tion facilities -- -- -- -- CUP -- MISCELLANEOUS Any structure overfour (4) stories in height SPR 5PR SPR SPR .SPR -- Businesses operating between 12 and ] am CUP CUP CUP CUP CUP CUP Alcoholic beverage sales or consumption CUP CUP CUP CUP CUP -- to Zone Symbols Transit Village Corridor Downtown Urban Neighborhood 2 Urban Center UN-1 Urban Neighborhood 1 Key (1) Use permitted only on second or upper floors, or behind retail or ser- vice ground floor use. (2) Permitted only as part of a vertical mixed use project, with upper floor residential (3) Permitted only as part of a mixed use project with a commercial or residen- tial component P use is permitted subject to compliance with all appli- cable provisions the Santa Ana Municipal Code LUC use is permitted subject to the approval of a Land Use Certificate. CUP use is permitted subject to the approval of a Conditional Use Permit. SPR use is permitted subject to the approval of Site Plan Review. -- use not permitted in particular macs. (k) No business activity that generates noise or vibration shall bemnducted between SO( p.m. and 7:00 a.m. Monday through Friday and 8:00 p.m. and 10:00 a.m. Saturday and Sunday. (I) Operational standards for automobile servicing, (1) No automobile servicing shall be con- ducted before 7:00 a.m. or after 8:00 p.m. Monday through Friday and before 10:00 a.m. or after 8:00 p.m. Satruday and Sunday. (2) All work shall be conducted inside an enclosed structure. (3) Outdoor or overnight vehicle storage is not permitted. City Council 6 — 58 2R/2023I14G CODE 24 SPECIFIC DEVELOPMENT 84 City of Sant. Ana, Califorma TRANSIT ZONING CC) D E :Definitions, cont'd Light Manufacturing: The manufacture or assembly of products from previously treated material where no impact is created to the adjacent uses and no hazardous .materials are used In the production of such products. The maximum number of employees shall be 10. Examples oflight manufacturing include: athletic equipment bakeries comera, photo equipment clothing electronics musical instruments optical goods woodworking (limited) Lined Block: See 'Building Types' Live/Work: See 'Building Types' Lot Width: The frontage of a parcel which is used to identify the parcel for street address purposes. Media production: An establishment dedicated to the production ofvisual and audio mass media, including television, films, videos, video games, mobile devices, internet and digital Interactive media, but excludes magazines, newspapers,and periodicals. Mixed -Use Building: A structure lawfully containing residential and non-residential uses. Multi -Family Building: A residential structure lawfully contain ing two or more dwell- ing units. Net Developable Area: The private area defined by blocks which is not to remain for public uses such as Plazas, Greens, Squares, Thoroughfares or Streetscapes. Office: These do not include medical offices. (see Clinic, Urgent Care,' and "Doctor, dentist, chiropractor, etc. office.') 1. Service. Establishments providing direct services to consumers. Examples ofthese uses include employment agencies, insurance agent offices, real estate offices, travel agencies, utility company offices, elected official satellite offices, etc. This use does not include 'Bank, Firiancial Services," which is separately defined. 2. Administrative. office -type facilities characterized by bigh employee densi- ties, and occupied by businesses engaged in information processing, and other computer -dependent or telecommunications -based activities. Examples of these uses include: airline, lodging chair, and rental car company reservation centers, not Including retail travel agencies computer software and hardware design and development Consumer credit reporting data processing services health management organization (HMO) offices where no medical services are provided insurance claim processing all order and electronic commerce transaction processing telecommunications facility design and management telemarketing 3. Professional. Office -type facilities occupied by businesses that provide professional services, or are engaged In the production of intellectual property. Examples ofthese uses include: accounting, auditing and bookkeeping services advertising agencies attorneys business associations, chambers of commerce commercial art and design services construction contractors (office facilities only) counseling services court reporting services detective agencies and similar services design services including architecture, engineering, landscape architec Lure, urban planning educational, scientific and research organizations financial management and investment counseling literary and talent agencies management and public relations services media postproduction services nows services photographers and photography studios political campaign headquarters psychologists secretarial, stenographic, word processing, and temporary clerical employee services security and commodity brokers writers and artists offices Pasco: a public place or path designed forwalking, promenade. Pedestrian First: The practice of addressing the needs of people, once out of their automobiles, through a series of interdependent urban design and streetscape principles (e.g., wide sidewalks, street trees and shade, on -street parking, outdoor dining, inviting storefronts, the feeling of being in an 'outdoor room', short cross- walk distances, interconnected and short blocks). Pedestrian Shed: An area defined by the average distance that may be traversed at n easy pace from its edge to its center in approximately 5 minutes. This distance isused to determine the size of a neighborhood. This dimension averages one quarter of a mile or approximately 1,400 feet for generally that terrain. Personal Services: Establishments providing non -medical services to individuals as a primary use. Examples ofthese uses include: barber, nail salons and beauty shops clothing rental dry cleaning pick-up stores with limited equipment home electronics and small appliance repair locksmiths pet grooming with no boarding shoe repair shops tailors These uses may also include accessory retail sales of products related to the ser- vices provided. Personal Services - Restricted: Personal services that may tend to have a blighting and/or deteriorating effect upon surrounding areas and which may need to be dis- persed to minimize their adverse impacts. Examples ofthese uses include: laundromats(self service laundries). Laundrarrmxts shall comply evlth the devel- opment and performance standards set forth in Section 41-199. massage eslnblishmen is (licensed, therapeutic) as defined on Section 41-1751 of the SA MC. Xlai. age establishments shall comply with Article XViIS of Chapter 41 fthe SANK. pawnshops Planter: The layer of the streetscape which accommodates street trees. Planters may be continuous or individual according to the Thoroughfare and location within the neighborhood. Podium: A continuous raised platform supporting a buddlrig, o a large block of two or three stories beneath a multi -layer block of a smaller areas Porch: see 'Frontage Types' Private Frontage: The privately Field layer between the frontage line and the prin- cipal building facade. The structures and landscaping within are held to specific standards. The variables of Private Frontage are the depth fthe setback and the combination of architectural elements such as fences, stoops, porches and galley- . These elements Influence social behavior in the public realm. The Frontage layer may overlap the public streetscape in the case of awnings, Galleries and Arcades. Research and Development: A quasi -industrial facility where creative work is undertaken on a systematic basis in order to increase the stock of knowledge gen- erally in the fields of medicine, scientific instruments, safety- critical mechanism or high technology. These facilities may Include pilot plant operations as an ancillary use, which shall not exceed 25 percent of the floor area. A facility providing full scale production shall be deemed a manufacturing use. Rowhouse: See 'Building Types' Setback: The area ofa lot measured from a lot line to a building facade or elevation that must be maintained dear of permanent structures excepting galleries, fences, garden walls, arcades, porches, stoops, balconies, baywindows, and terraces which are permitted to encroach into the setback subject to the standards established in Division 3 ofthis Article. Shared Parking (Park -Once Policy): An accounting for parking spaces that are avail- able to more than one function. The requirement is based on a range of parking - demand found in mature, mixed -use centers. The Shared parking ratio varies according to multiple functions in close proximity unlikely to require the spaces at the same time. This approach to parking uses the following types of parking in combination to achieve a balanced and distributed supply of parking: off-street (surface lots and garages), on -street (parallel and diagonal). Shopfront see'Frontage Types' Stacked Dwellings: See 'Building Types' Stoop: see'Frontage Types' Story: A habitable level within a building from finished floor to finished ceiling: Attics and basements, as def red by the California Building Code (CBC) are not considered a story for the purposes of determining building height and are sub- ject to the applicable requirements ofthis code and the CBC, except for when the finished floor level directly above a basement or cellar is more than six feet above settle. such basement or cellar shall be considered a stars. 7-3 TRANSIIC ftef)UnCil4 6-59 2/7/2023 SPECIFCity ofSanta Ana, California EXHIBIT C 4.1 LAND USES The MEMO Overlay Zone sets forth specific uses to be allowed within each district, as shown in Table 3, subject to a MEMO Site Plan Review approval by the Planning Commission. Any use that is not specified as permitted or conditionally permitted within the MEMU Overlay Zone is prohibited unless a determination is made by the Executive Director of Planning that the proposed use is compatible with the overall intent and character of the MEMO Overlay Zone as specified in Section 41-601(c) of the Santa Ana Municipal Code (SAMC). 3: Permitted Land Uses ,"Ap The alloviable uses are established by letter designations as follows: NeighborhoodTable Transitional District CenterVillage � Prohibited UrbanActive District • District* Ut C Land Use Certificate required o— 0 o� r 4 y 0 Special Provisions (references toother a:� y � � applicable code sections or O limitations) zJ a Residential Uses Live/Work Units P P P N Subject to Sec. 4.L2 of this division Multiple -Family Residential P P P N Subject to Sec. 4.1.3 of this division Non -Residential Uses Art galleries and studios including, but not limited to: photography; fine art; fiber art; printing, lithography, and P P P P calligraphy; ceramic and pottery; glass blowing and sculpting Eating establishments, (cafes, restaurants) I P I P I P I P I CUP for liquor sales, after hours operation Bakeries I P I P I P I P Retail and Service uses I P I P I P I P Medical and Dental offices P P P P Professional, administrative and business offices P P P P Daycare centers P P P P Gymnasiums and health clubs N P P CUP Hotels N P P CUP Indoor/outdoor entertainment N P P P As defined in Chapter 41 of the SAMC Religious Institutions CUP CUP CUP CUP Schools N P P N Massage establishments N CUP CUP N Subject to Article XMI.I of Chapter 41 of the SAMC Tattoo establishments N P P N Subject to Sec. 41-199.3 of the SAHC Temporary outdoor activities LUC LUC LUC LUC Subject to Sec. 41-195.5 of the SAMC Theaters and cinemas N P P P Use/Operational Standards Drive thr 1[741111H1=1 VERSION ORDINANCE NO. NS-XXX ZONING ORDINANCE AMENDMENT NO. 2022-03 — AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AMENDING PORTIONS OF CHAPTER 41 (ZONING) OF THE SANTA ANA MUNICIPAL CODE RELATING TO FAMILY DAYCARE, REGIONAL PLANNED SIGN PROGRAM REGULATIONS, MASSAGE ESTABLISHMENTS, CONDITIONALLY -PERMITTED USES IN THE PROFESSIONAL ZONING DISTRICT, RETAIL USES IN INDUSTRIAL ZONES, TRASH BIN ENCLOSURES, URBAN LOT SPLIT AND TWO -UNIT DEVELOPMENT STANDARDS, NOXIOUS USES, DEFINITIONS FOR VARIOUS USES, ELECTRIC FENCES, SYNTHETIC TURF, AND PERMIT REQUIREMENTS FOR LIGHT PROCESSING FACILITIES THE CITY COUNCIL OF THE CITY OF SANTA ANA HEREBY ORDAINS AS FOLLOWS: Section 1. The City Council of the City of Santa Ana hereby finds, determines and declares as follows: A. Various sections within Chapter 41 (Zoning) of the Santa Ana Municipal Code (SAMC) have been revised periodically over the last several years to respond to changes in development and business practices, to adopt new permitting procedures, and to comply with changes to state and federal laws. In a continuing effort to establish high -quality development standards, create a user friendly environment for residents and the business community, and to commence the work of enacting the various policies and actions set forth in the General Plan, the Planning Division is proposing revisions to various sections of the Zoning Code. B. After a thorough analysis of the current code requirements in the city, staff identified a number of code amendments and additions that are necessary to ensure clear, uniform, and legally consistent regulations. The proposed changes and additions will enable the City to implement a regulatory framework that both protects the health, safety, and welfare of the city and limits undue strain on home owners, business operators and developers. C. Zoning Ordinance Amendment No. 2022-03 amends and adds various sections of Chapter 41; including Section 41-42.5 (Child care facilities), Section 41-44.6 (Counseling services), Section 41-47.5 (Daycare center), Section 41-54.5 (Electric fence), Section 41-59 (Family daycare facilities), Section 41-100 (Landscape), Section 41-121 (Medical office), Section 41-127.5 (Professional, business, and administrative office), Spntian n, 1.90 5 (or.,hibited uses), -Section 41-192.6 (Small and large family daycare accessoryto residential uses), Section 41-199.4 (Noxious uses), Section 41-232 (Uses permitted in the R1 district), Section 41-247 (Uses City Council 6 — 61 2Ordinance nce 0o.? _ XXX Page 1 of 54 permitted in the R2 district), Section 41-313 (Uses permitted in the P district), Section 41-365 (Uses permitted in the C1 district), Section 41-365.5 (Uses subject to a conditional use permit in the C1 district), Section 41-375.1 (Uses permitted in the C1-MD district), Section 41-375.2 (Uses subject to a conditional use permit in the C1-MD district), Section 41-377.5 (Uses subject to a conditional use permit in the C2 district), Section 41-412.5 (Uses subject to a conditional use permit in the C4 district), Section 41-424 (Uses permitted in the C5 district), Section 41-424.5 (Uses subject to a conditional use permit in the C5 district), Section 41-472 (Uses permitted in the M1 district), Section 41-472.1 (Ancillary uses permitted in the M1 district), Section 41-472.5 (Uses subject to a conditional use permit in the M1 district), Section 41-521 (Uses permitted in the C-SM district), Section 41-522 (Uses subject to a conditional use permit in the C-SM district), Section 41-609 (Landscape), Section 41-610.5 (Wall and fence requirements in the industrial and commercial zones), Section 41-623 (Trash bin enclosures), Section 41-683 (Discontinuance of nonconforming building or use), Section 41-683.6 (Discontinuance of nonconforming noxious use), Section 41-885 (Regional planned sign program), Section 41-1251 (Permits required), Section 41-1309.1 (Change of use, exceptions), Section 41-1751 (Definitions), Section 41-1752 (Permitted zones and locations), Section 41-1753 (Permits and certificates - contents of application), Section 41-1754 (Development and operating standards), Section 41-2109 (Requirements), Section 41-2115 (Requirements), Table 3-2 (Permitted uses) of the Harbor Mixed Use Transit Corridor Specific Plan, definition of "Personal services —restricted", Table 2A (Use Standards) of Section 41-2007 of the Transit Zoning Code, Definition of "Personal Services —restricted" and Section 41-2080 of the Transit Zoning Code, and Table 3 (Permitted Land Uses) of Section 4.1 of the Metro East Mixed -Use Overlay Zone. D. On December 12, 2022, the Planning Commission held a duly -noticed public hearing and considered the staff report, recommendations by staff, and public testimony concerning Zoning Ordinance Amendment No. 2022-03. E. On January 17, 2023, the City Council held a duly -noticed public hearing and considered the staff report, recommendations by staff, and public testimony concerning Zoning Ordinance Amendment No. 2022-03. Section 2. The City Council finds and determines that this ordinance is not subject to the California Environmental Quality Act (CEQA). Pursuant to CEQA and the CEQA Guidelines, the adoption of this Ordinance is exempt from CEQA review pursuant to sections 15061(b)(3) and 15061(b)(5) of the CEQA Guidelines because it will not result in a direct or reasonably foreseeable indirect physical change in the environment, as there is no possibility it will have a significant effect on the environment. As a result, Environmental Review No. 2022-73 will be filed upon adoption of this ordinance. Section 3. Section 41-42.5 (Child care facilities) of Chapter 41 of the SAMC is hereby amended to read as follows: City Council 6 — 62 2Ordinance nce o. 02 _ XXX Page 2 of 54 Section 4. Section 41-44.6 (Counseling services) of Chapter 41 of the SAMC is hereby added to read as follows: Sec. 41-44.6. - Counseling services. A facility where personnel provide counseling services in individual or group sessions that focus specifically on mental development, recovery, rehabilitative vocational assistance, and employment preparation for the purposes of achieving independence, and/or integration in the workplace and community. For a practice providing counseling services specializing in substance abuse, this includes a facility that provides substance abuse counseling practiced by a licensed professional, on an outpatient basis, with or without the dispensing of medication onsite. "Counseling services" does not include "Medical office," which is separately defined. Section 5. Section 41-47.5 (Daycare center) of Chapter 41 of the SAMC is hereby added to read as follows: Sec. 41-47.5. - Daycare center. "Daycare center" means a child daycare facility other than a family daycare facility, and includes infant centers, preschools, extended daycare facilities, and schoolage child care centers, and includes child care centers licensed pursuant to Section 1596.951 of the California Health and Safety Code. Section 6. Section 41-54.5 (Electric fence) of Chapter 41 of the SAMC is hereby added to read as follows: Sec. 41-54.5. - Electric fence. "Electric Fence" and "Electrified Fence" shall mean any fence powered by an electrical energizer with characteristics outlined and defined in California Civil Code Section 835 used to protect and secure industrial property. Section 7. Section 41-59 (Family daycare facilities) of Chapter 41 of the SAMC is hereby amended to read as follows: Sec. 41-59. - d Family daycare facilities. "Family daycare facility" means a facility that regularly provides care, protection, and supervision for 14 or fewer children, in the provider's own home, for periods of less than 24 hours per day, while the parents or guardians are away. For the purposes of this Chapter, there are Small Family Daycare facilities and Large Family Daycare facilities. Small Family Daycare facilities provide care to no more than 8 children. Large Family Daycare facilities provide care to no more than 14 children. City Council 6 — 63 2/7/ 0? _ Ordinance o. xxx Page 3 of 54 Section 8. Section 41-100 (Landscape) of Chapter 41 of the SAMC is hereby amended to read as follows: Sec. 41-100. Landscape. Landscape is any yard or other open space which is purposely designed to create an aesthetic environment composed of plant materials, synthetic turf, and/or other decorative elements such as fountains, ponds, sculptures, walls, fences, and planters. Section 9. Section 41-121 (Reserved) of Chapter 41 of the SAMC is hereby amended to read as follows: Sec. 41-121. - Medical office d. A medical office is a facility providing consultation, diagnosis, therapeutic, preventive, surgical, or corrective personal treatment services by doctors or dentists, and their support staff, to support the healing of humans, wherein such medical doctors and dentists are licensed. These facilities can be at health centers, individual doctor or dentist offices, and exclude practices providing counseling services specializing in substance abuse, homeless support services, and medical research laboratories. Section 10. Section 41-127.5 (Professional, business, and administrative office) of Chapter 41 of the SAMC is hereby added to read as follows: Sec. 41-127.5. - Professional, business, and administrative office. A professional, business, or administrative office is an establishment providing direct. "over-the-counter" services or business services to consumers or clients (e.g., insurance agencies, real estate offices, travel agencies, utility company offices, etc.) and office -type facilities occupied by businesses providing professional services and/or engaged in the production of intellectual property - Section 11. Section 41-192.6 (Small and large family daycare accessory to residential uses) of Chapter 41 of the SAMC is hereby added to read as follows: Sec. 41-192.6. - Small and large family daycare accessory to residential uses. Small and large family daycare facilities as defined and regulated by Health and Safety Code Section 1597.30 through 1597.622, as modified fFe " ge +^ +'^,^ shall be permitted as an accessory use at anV residential property, dwelling, or dwelling unit in the city where residential land uses are permitted in any zoning district, specific development zone, specific plan area, or overlaV zoning district. Section 12. Section 41-199.4 (Noxious uses) of Chapter 41 of the SAMC is hereby added to read as follows: Sec. 41-199.4. - Noxious uses. City Council 6 — 64 2/7/ 02 _ Ordinance o. XXX Page 4 of 54 � Any use other than eating establishments listed in Section 41-472 or 41-472.5 of this Chapter, regardless of the zoning district it is established or proposed to be established in that requires a permit from a regional, state, or federal agency to handle, store, emit or discharge regulated compounds, materials, chemicals, or substances that is located within 500 linear feet of a public park, school (K-12) as defined by Section 11362.768 of the Health and Safety Code, or property used or zoned for residential purposes requires a conditional use permit. u The 500 linear foot distance shall be measured from the outermost boundary of the subject property to the closest point of any public park, school, or property used or zoned for residential purposes. (c) The property owner or business operator of a business regulated by subsection (a) shall be responsible for notifying the City of any requirement to obtain a permit from a regional, state, or federal agency. Notification to the City must be made prior to obtaining any permit from a regional, state, or federal agencv for the business activities listed in subsection (a). A business regulated by this section shall be in compliance with all provisions established by this Code and all applicable federal, state, or local regulations and conditions established by regulating and permitting agencies. Section 13. Section 41-232 (Uses permitted in the R1 district) of Chapter 41 of the SAMC is hereby amended to read as follows: Sec. 41-232. - Uses permitted in the R1 district. The following uses are permitted in the R1 district: (a) One (1) one -family dwelling with six (6) or fewer bedrooms. (b) Private greenhouses and horticultural collections for domestic noncommercial use, flower and vegetable gardens, fruit trees and any agricultural crop. (c) One (1) temporary real estate office devoted to the sale of real estate in the tract in which it is located, which use shall be for a period of time not to exceed one (1) year. (d) Accessory buildings and structures, except as otherwise provided in section 41- 232.5. that thp n, -r:nhpr of nhildrpn PXG88ds eight (8), -a land - isp nprtifinatp mi ist hp first (f) Adult day care facilities providing care to not more than six (6) adults. Section 14. Section 41-247 (Uses permitted in the R-2 district) of Chapter 41 of the SAMC is hereby amended to read as follows: City Council 6 — 65 2Ordinance nce o. 02 _ xxx Page 5 of 54 Sec. 41-247. - Uses permitted to in the R-2 district. The following uses are permitted in the R-2 district: (a) One -family dwellings. (b) Two-family dwellings. (c) Townhouses. (d) Private greenhouses and horticultural collections for domestic noncommercial use, flower and vegetable gardens, fruit trees and any agricultural crop. (e) One (1) temporary real estate office devoted to the sale of real estate in the tract in which it is located, which shall be used for a period of time not to exceed one (1) year. (f) Accessory structures. Reserved. (h) Adult day care facilities providing care to not more than six (6) adults. Section 15. Section 41-313 (Uses permitted in P district) of Chapter 41 of the SAMC is hereby amended to read as follows: Sec. 41-313. - Uses permitted in P district. The following uses are permitted in the P district: (a) Professional, business, and administrative offices where no merchandise is sold. (b) Banks, savings and loan offices, credit unions, and mortgage and finance companies. (c) Travel agencies. (d) Medical ^nd dp;t;;' ffices. (e) Art galleries, art and photography studios. (f) Museums and science centers. (g) Print and copy services. City Council 6 — 66 2Ordinance nce o. 02 _ XXX Page 6 of 54 (h) Pharmacies, limited to the dispensing of goods and merchandise related to health care only, and excluding drive -through facilities. (i) Ch is , aFe facilities Daycare centers. (j) Non -freestanding commercial and service uses which do not exceed ten (10) per cent of the floor space of the building in which they are located and which are supportive of, compatible with, and integrated into the professional and business uses on the same property, excluding drive -through facilities, and commercial uses which are open at any time between the hours of 12:00 midnight and 5:00 a.m. (k) Freestanding restaurants, cafes, and eating establishments, excluding drive - through facilities and excluding any eating establishment specified in section 41- 313.5. Section 16. Section 41-313.5 (Uses subject to a conditional use permit in the P district) of Chapter 41 of the SAMC is hereby amended to read as follows: Sec. 41-313.5. Uses subject to a conditional use permit in the P district. The following may be permitted in the P district, subject to the issuance of a conditional use permit: a. Convalescent hospitals, nursing homes, rest homes and extended care facilities. b. Hospitals. c. Trade and professional schools. d. Health clubs and gymnasiums. e. Recreational or entertainment uses if carried on in conjunction with any of the uses specified in clauses (e), (f) and (k) of section 41-313. f. Ambulance and emergency medical response services. g. Non -freestanding commercial and service uses which are open at any time between the hours of 12:00 midnight and 5:00 a.m., provided that such uses also meet the standards for commercial and service uses permitted under section 41-313, and further provided that such uses have less than twenty thousand (20,000) square feet of floor area. h. Eating establishments open at any time between the hours of 12:00 midnight and 5:00 a.m. and located within one hundred fifty (150) feet of residentially zoned or used property, measured from property line to property line. i. Banquet facilities, subject to development and operational standards set forth in section 41-199.1. Banquet facilities as an ancillary use, subject to development and operational standards set forth in section 41-199.1. k. Adult day care facilities. Clubs, fraternities and lodges. City Council 6 — 67 2Ordinance nce o. 02 _ XXX Page 7 of 54 m. Bail bond uses, subject to development and operation standards set forth in section 41-323. n. Churches and accessory church buildings. o. Parking lots and parking structures subject to compliance with the requirements of Section 41-324. p. Medical offices operated by government, government -subsidized, not -for -profit, or philanthropic entities. Section 17. Section 41-365 (Uses permitted in the C1 district) of Chapter 41 of the SAMC is hereby amended to read as follows: Sec. 41-365. - Uses permitted in the C1 district. The following uses are permitted in the C1 district: (a) Retail and service uses. (b) Professional, business, and administrative ^n^' ,offices. (c) Automobile parking lots and parking structures. (d) Automobile sales, but excluding truck, trailer, tractor and boat sales. (e) Churches and accessory church buildings. (f) Mortuaries. (g) Theaters. (h) Hospitals, clinics, and sanitariums. (i) Animal hospitals and veterinaries. (j) Plant nurseries. (k) Gymnasiums. (1) Golf courses, both regulation and miniature, and driving ranges. (m) Public utility structures, including electric distribution and transmission substations. (n) Restaurants, cafes, and eating establishments, other than those specified in Section 41-365.5. (o) Schools and studios operated for commercial or public purposes. City Council 6 — 68 2Ordinance nce o. 0? _ XXX Page 8 of 54 (p) Gh"deare `aeilities Daycare centers. (q) Service stations. (r) Automobile servicing. (s) Tattoo and/or body art establishments, subject to the development and operational standards set forth in Section 41-199.3. Medical offices. Section 18. Section 41-365.5 (Uses subject to a conditional use permit in the C1 district) of Chapter 41 of the SAMC is hereby amended to read as follows: Sec. 41-365.5. - Uses subject to a conditional use permit in the C1 district. The following uses may be permitted in the C1 district subject to the issuance of a conditional use permit: a. Clubs. b. Outdoor and indoor recreational or entertainment uses other than those set forth in section 41-365. c. Hotels, motels, lodging houses, care homes, fraternity houses and sorority houses. d. Thrift shops, purchase and loan, pawn shops. e. Eating establishments with drive -through window service. f. Eating establishments open at any time between the hours of 12:00 a.m. and 5:00 a.m. and located within one hundred fifty (150) feet of residentially zoned or used property, measured from property line to property line. g. Laundromats, subject to the development and performance standards set forth in section 41-199. h. Retail markets having less than twenty thousand (20,000) square feet of floor area which are open at any time between the hours of 12:00 midnight and 5:00 a.m. i. Check cashing facilities, as defined by section 41-42.7. j. Banquet facilities, subject to development and operational standards set forth in section 41-199.1. k. Banquet facilities as an ancillary use, subject to development and operational standards set forth in section 41-199.1. I. Adult day care facilities. City Council 6 — 69 2/7/ 0? _ Ordinance o. XXX Page 9 of 54 m. Superstores. n. Tattoo and/or body art establishments open at any time between the hours of 12:00 a.m. and 7:00 a.m., subject to the development and operational standards set forth in section 41-199.3. o. Massage establishments, subject to development and operational standards set forth in Article XVII.I of this Chapter. Section 19. Section 41-375.1 (Uses permitted in the C1-MD district) of Chapter 41 of the SAMC is hereby amended to read as follows: Sec. 41-375.1. - Uses permitted in the CI -MD district. The following uses are permitted in the C1-MD district: (a) Retail and service uses, other than those specified in section 41-375.2. (b) Professional, business, and administrative and ors ;ess offices where no merchandise is sold. (c) Medical and dent;;' ffices. (d) Theaters and cinemas. (e) Gymnasiums and health clubs. (f) Travel agencies, with no embarking or disembarking of passengers. (g) Art galleries and art and photography studios. (h) Museums and science centers. (i) Restaurants, cafes, and eating establishments other than those specified in section 41-375.2, excluding eating establishments with drive-thru window service. (j) Child oaFe F^^'''t'e Daycare centers. Section 20. Section 41-375.2 (Uses subject to a conditional use permit in the C1- MID district) of Chapter 41 of the SAMC is hereby amended to read as follows: Sec. 41-375.2. - Uses subject to a conditional permit in the C1-MD district. The following uses may be permitted in the C1-MD district subject to the issuance of a conditional use permit: (a) Clubs. City Council 6 — 70 2/7/ 02 _ Ordinance o. XXX Page 10 of 54 (b) Outdoor and indoor recreational or entertainment uses other than those set forth in section 41-375.1. (c) Hotels. (d) Eating establishments open at any time between the hours of 12:00 midnight and 5:00 a.m. and located within one hundred fifty (150) feet of residentially zoned or used property, measured from property line to property line. (e) Retail markets having less than twenty thousand (20,000) square feet of floor area which are open at any time between the hours of 12:00 midnight and 5:00 a.m. (f) Banquet facilities, subject to development and operational standards set forth in section 41-199.1. (g) Banquet facilities as an ancillary use, subject to development and operational standards set forth in section 41-199.1. Massage establishments, subject to development and operational standards set forth in Article XVII.I of this Chapter. Section 21. Section 41-377.5 (Uses subject to a conditional use permit in the C2 district) of Chapter 41 of the SAMC is hereby amended to read as follows: Sec. 41-377.5. - Uses subject to a conditional use permit in the C2 district. The following uses may be permitted in the C2 district subject to the issuance of a conditional use permit: (a) Any use which may be permitted subject to the issuance of a conditional use permit in the C1 district pursuant to section 41-365.5. (b) Open-air car washes. (c) Trailer parks and camps. (d) Thrift shops, food distribution centers, and counselling service establishments operated by nonprofit or government -subsidized organizations or by public agencies. (e) Indoor swap meets, bulk merchandise stores, and home improvement warehouse stores. (f) Superstores. (q) Massage establishments, subject to development and operational standards set forth in Article XVII.I of this Chapter. City Council 6 — 71 2Ordinance nce o. 02 _ XXX Page 11 of 54 Section 22. Section 41-412.5 (Uses subject to a conditional use permit in the C4 district) of Chapter 41 of the SAMC is hereby amended to read as follows: Sec. 41-412.5. - Uses subject to a conditional use permit in the C4 district. The following uses may be permitted in the C4 district subject to the issuance of a conditional use permit: (a) Hotels, motels, lodging houses, care homes, fraternity houses and sorority houses. (b) Indoor swap meets, bulk merchandise stores, and home improvement warehouse stores. (c) Eating establishments with drive -through window service. (d) Eating establishments open at anytime between the hours of 12:00 a.m. and 5:00 a.m. and located within one hundred fifty (150) feet of residentially zoned or used property, measured from property line to property line. (e) Laundromats, subject to the development and performance standards set forth in section 41-199. (f) Retail markets having less than twenty thousand (20,000) square feet of floor area which are open at any time between the hours of 12:00 midnight and 5:00 a.m. (g) Check cashing facilities, as defined by section 41-42.7 of this Code. (h) Banquet facilities, subject to development and operational standards set forth in section 41-199.1. (i) Banquet facilities as an ancillary use, subject to development and operational standards set forth in section 41-199.1. (j) Adult day care facilities. (k) Superstores. Massage establishments, subject to development and operational standards set forth in Article XVILI of this Chapter. Section 23. Section 41-424 (Uses permitted in the C5 district) of Chapter 41 of the SAMC is hereby amended to read as follows: Sec. 41-424. Uses permitted in the C5 district. The following uses are permitted in the C5 district: (a) Professional, business, and Aadministrative ^^' ^2 offices. City Council 6 — 72 2Ordinance nce o. 02 _ XXX Page 12 of 54 (b) Retail and service uses. (c) Automobile parking lots, but excluding the sale or storage of automobiles, trucks, trailers, boats, or tractors, whether new or used. (d) Churches, chapels, mortuaries, and theaters. (e) Government buildings. (f) Restaurants and cafes, other than those specified in Section 41-424.5. (g) Schools and studios operated for commercial or public purposes. (h) Child Gare fa^"'+'^ .Daycare centers. (i) The printing, publishing, and circulation of a newspaper, including plant and office. (j) Two-family dwellings not exceeding one (1) unit per three thousand (3,000) square feet of lot area, provided such units front on a secondary or local street. (k) Gymnasiums and health clubs. Medical offices. Section 24. Section 41-424.5 (Uses subject to a conditional use permit in the C5 district) of Chapter 41 of the SAMC is hereby amended to read as follows: Sec. 41-424.5. - Uses subject to a conditional use permit in the C5 district. The following uses may be permitted in the C5 district subject to the issuance of a conditional use permit: (a) Hotels, motels, lodging houses, care homes, fraternity houses, and sorority houses. (b) Dwelling units when erected above the ground floor of a commercial structure when the ground floor is devoted exclusively to nonresidential uses. (c) Hospitals. (d) Public utility structures, including electric distribution and transmission substations. (e) Eating establishments with drive -through or walk-up window service. (f) Service stations and automobile servicing. City Council 6 — 73 2Ordinance nce o. 0? _ XXX Page 13 of 54 (g) Car wash establishments, provided they are wholly enclosed. (h) Laundries. (i) Indoor swap meets, bulk merchandise stores, and home improvement warehouse stores. (j) Eating establishments open at anytime between the hours of 12:00 a.m. and 5:00 a.m. and located within one hundred fifty (150) feet of residentially zoned or used property, measured from property line to property line. (k) Laundromats, subject to the development and performance standards set forth in section 41-199. (1) Retail markets having less than twenty thousand (20,000) square feet of floor area which are open at any time between the hours of 12:00 midnight and 5:00 a.m. (m) Banquet facilities, subject to development and operational standards set forth in section 41-199.1. (n) Banquet facilities as an ancillary use, subject to development and operational standards set forth in section 41-199.1. (o) Adult day care facilities. (p) Superstores. JW Massage establishments, subject to development and operational standards set forth in Article XVILI of this Chapter. Section 25. Section 41-472 (Uses permitted in the M1 district) of Chapter 41 of the SAMC is hereby amended to read as follows: Sec. 41-472. - Uses permitted in the M1 district. The following uses are permitted in the M1 district: (a) The compounding, processing, or treatment of raw or previously treated materials into a finished orsemi-finished product, excluding those uses specified in section 41-489.5. (b) The manufacture of products from raw or previously treated materials, excluding those uses specified in section 41-489.5. (c) The assembly of products from raw or previously treated materials, excluding those uses specified in section 41-489.5. (d) The packaging or distribution of previously prepared products or materials, excluding those uses specified in section 41-489.5. City Council 6 — 74 2Ordinance nce o. 0? _ xxx Page 14 of 54 (e) Wholesale establishments where the primary trade is business to business sale of products, supplies, and equipment. (f) Storage of previously prepared goods, products or materials for eventual distribution or sales where the goods, products or materials are the property of the owner or operator of the building or structure. (g) Machine shop or other metal working shops. (h) Warehousing. (i) Impound yards (storage only) with no office or dispatching operations. Q) Laundry and dry cleaning establishments in conjunction with plant operation for such establishment on the premises. (k) Eating establishments not specified in section 41-472.5. (1) Research laboratories that do not generate hazardous waste materials. (m) Service stations with no more than two thousand (2,000) square feet of the gross floor area devoted to non -automotive related product sales. (n) Truck, boat and heavy equipment sales, rental, and service. (o) Movie, photography, musical or video production studios. (p) Bulk products sales (twenty-five (25) cubic feet or greater) when such products are the primary sales activity. (q) Public utility structures. (r) Blueprinting, photoengraving, screen printing and other reproduction processes. (s) Wholesale nursery and plant storage. (t) Contractor's yard. (u) Automotive repair and service, including body and fender repair, painting, and engine replacement. (v) Home improvement warehouse store. (w) Sales of industrial products, supplies and equipment used for final product manufacture. (x) Lumberyard, including mill and sash work if conducted entirely within an enclosed building. City Council 6 — 75 2Ordinance nce o. 0? _ xxx Page 15 of 54 (y) Recycling facilities not in excess of forty-five thousand (45,000) gross square feet and in compliance with section 41-1253 of this Code including: (1) Small collection facilities. (2) Large collection facilities. (z) Adult entertainment businesses, subject to compliance with the requirements of article XVII of this chapter. (aa) Storage and distribution of hazardous materials. (bb) Passenger transportation services. cc Retail uses located on properties that front an arterial street, as defined in the Citv's circulation element. Section 26. Section 41-472.1 (Ancillary uses permitted in the M1 district) of Chapter 41 of the SAMC is hereby amended to read as follows: Sec. 41-472.1 - Ancillary uses permitted in the M1 district. The following uses are permitted when ancillary to any use permitted by section 41- 472 or to any use permitted subject to a conditional use permit: (1) Administrative office use occupying up to thirty (30) per cent of the gross floor area; (2) Product sales or service uses occupying up to five (5) per cent of the gross floor area; (3) Ghil' eaFe `ae"itiesDaycare centers occupying up to thirty (30) per cent of the gross floor area; provided, however, that no combination of uses permitted by this section shall exceed thirty (30) per cent of the gross floor area. (4) The outside storage of Class I and Class II liquids (as defined in the fire code of the City of Santa Ana) in above -ground fixed storage tanks when properly screened pursuant to section 41-622 of the Code, as it may be amended from time to time. As used herein, "tank" means a vessel containing more than sixty (60) gallons. (5) Enclosed storage where the goods, materials or supplies stored are the property of the owner or operator of the building or structure occupying up to thirty (30) per cent. Section 27. Section 41-472.5 (Uses subject to a conditional use permit in the M1 district) of Chapter 41 of the SAMC is hereby amended to read as follows: City Council 6 — 76 2Ordinance nce o. 0? _ XXX Page 16 of 54 Sec. 41-472.5. - Uses subject to a conditional use permit in the M1 district. The following uses may be permitted in the M1 district subject to the issuance of a conditional use permit: (a) Principal industrial uses if occupying less than seventy (70) per cent of the gross floor area with the remainder of the floor area allocated to office use only e, xcept as permitted in Section 41-472 (cc). (b) Storage of new or used buildings or houses. (c) Child P-are f^^HitiesDavcare centers other than as permitted by section 41-472.1. (d) Trade schools which provide instruction which requires the operation of heavy equipment or machinery normally associated with manufacturing operations such as woodworking or machine shops. (e) Kennels for the temporary care and lodging of dogs and other domesticated household animals. (f) Eating establishments permitted in section 41-472 which operate between 12:00 and 5:00 a.m. and which are within one hundred fifty (150) feet of a residential use. (g) Eating establishments with drive -through window service. (h) Petroleum and gas storage. (i) Freight, bus and truck terminal. Q) Industrial medical clinics which offer medical services by referral only and do not offer overnight stays. (k) Administrative office use ancillary to a permitted industrial use occupying more than thirty (30) per cent of the gross floor area. (1) Light processing facilities and heavy processing facilities. (m) Car wash facility. (n) Banquet facilities as an ancillary use to a restaurant or eating establishment, subject to development and operational standards set forth in section 41-199.1. (o) Commercial storage not within five hundred (500) feet of an arterial street (as defined in the city's circulation element) or freeway or within one thousand (1,000) feet of a freeway intersection. (p) Mini -warehouse uses; provided that no conditional use permit shall be granted unless a written finding is made that the parcel on which the use is proposed is City Council 6 — 77 2Ordinance nce o. 0? _ XXX Page 17 of 54 not within five hundred (500) feet of an arterial street (as defined in the city's circulation element) or freeway, or within one thousand (1,000) feet of a freeway intersection. (q) Recreational vehicle, vehicle and/or boat storage yard; provided that no conditional use permit shall be granted unless a written finding is made that the parcel on which the use is proposed is: not within five hundred (500) feet of an arterial street (as defined in the city's circulation element) or freeway, or within one thousand (1,000) feet of a freeway intersection. (r) Data center uses; provided that no conditional use permit shall be granted unless a written finding is made that the parcel on which the use is proposed is: not within five hundred (500) feet of an arterial street (as defined in the city's circulation element) or freeway, or within one thousand (1,000) feet of a freeway intersection. (s) Indoor sport facility, subject to development and operational standards set forth in section 41-482. Section 28. Section 41-521 (Uses permitted in the C-SM district) of Chapter 41 of the SAMC is hereby amended to read as follows: Sec. 41-521. - Uses permitted in the C-SM district. The following uses are permitted in the C-SM district: (a) Retail and service uses. (b) Professional, business, and administrative, and business offices. (c) Public parking lots and parking structures. (d) Animal hospitals and veterinarians. (e) Gymnasiums, health clubs, and martial arts studios. (f) Public utility structures, including electric distribution and transmission substations. (g) Restaurants, cafes, coffeehouses, and eating establishments, other than those provided in section 41-522, excluding the establishment of drive through service facilities. (h) Schools and studios operated for commercial or public purposes. (i) Qh.ld ^ e'^^i1.ti s. Daycare centers. (j) Art galleries, museums and exhibit halls. City Council 6 — 78 2/7/ 0? _ Ordinance o. XXX Page 18 of 54 (k) Plant nurseries. (1) Theaters. (m) Furniture stores. (n) Youth amusement rides ancillary to grocery, general merchandise and department retail store uses. Soi Medical offices. Section 29. Section 41-522 (Uses subject to a conditional use permit in the C- SM district) of Chapter 41 of the SAMC is hereby amended to read as follows: Sec. 41-522. - Uses subject to a conditional use permit in the C-SM district. The following uses may be permitted in the C-SM district subject to the issuance of a conditional use permit: a. Clubs, lodges and fraternal organizations. b. Outdoor and indoor recreational or entertainment uses including nightclubs, other than those set forth in section 41-521. c. Hotels, motels, lodging houses, care homes, fraternity houses and sorority houses. d. Thrift and resale stores, antique shops and collectable stores, excluding pawn shops and auction houses. e. Eating establishments open at any time between the hours of 12:00 midnight and 5:00 a.m. and located within one hundred fifty (150) feet of residentially zoned or used property, measured from property line to property line. f. Laundromats. g. Ancillary outdoor dining facilities located in the front yard area. h. Banquet facilities, subject to development and operational standards set forth in section 41-199.1. Banquet facilities as an ancillary use, subject to development and operational standards set forth in section 41-199.1. Automobile repair and automobile servicing. k. Retail markets having less than twenty thousand (20,000) square feet of floor area which are open at any time between the hours of 12:00 midnight and 5:00 a.m. City Council 6 — 79 2Ordinance nce o. 0? _ XXX Page 19 of 54 Churches and accessory church buildings. m. Massage establishments, subject to development and operational standards set forth in Article XVII.I of this Chapter. Section 30. Section 41-609 (Landscape) of Chapter 41 of the SAMC is hereby amended to read as follows: Sec. 41-609. - Landscape. Where a landscape, as defined in section 41-100, is required by the provisions of this chapter, said landscape shall comply with the landscape guidelines and permitting requirements established by the Director of the Planning and Building Agency, which may be amended from time to time, and be continuously maintained by proper pruning, mowing of lawns, weeding, removal of litter, fertilizing, replacement of plants and decorative materials when necessary, and the regular watering of plants. Section 31. Section 41-610.5 (Wall and fence requirements in the industrial and commercial zones) of Chapter 41 of the SAMC is hereby amended to read as follows: Sec. 41-610.5. - Wall and fence requirements in the industrial and commercial zones. (a) In the industrial and commercial zones, walls and fences shall not exceed ten (10) feet in height, and shall not exceed four (4) feet in height where the wall or fence extends into the required front yard or any required landscaped area. (b) On any lot in a C1, C2, C4, or C5 district, a concrete block wall not less than five (5) feet in height shall be erected along any property line contiguous to any residentially zoned property, except that such wall shall not exceed the height limitations prescribed in subsection (a) of this section. This requirement may be waived by the planning commission upon a finding that the abutting property is in a period of transition to nonresidential use, or that, due to special circumstances, the wall would not promote the public health, safety, or welfare. (c) Barbed wire is not permitted as part of a wall or fence except as follows: (1) In the M1, M2 and LM districts: barbed wire is permitted subject only to the restrictions set forth hereinafter. (2) In the C1, C2, C4 and CM districts: barbed wire is permitted only in a rear year or side yard which is not viewable from a public street and is subject to the restrictions set forth hereinafter. (3) Barbed wire may not be used above the height limitations set forth in subsection (a) of this section. (4) Barbed wire may not be used as part of any wall or fence which is adjacent to property used for residential purposes or to property which is used as a school, church, park, or youth center. City Council 6 — 80 2Ordinance nce o. 0? _ xxx Page 20 of 54 u Electric fences shall only be permitted in the M1 and M2 districts subject to the issuance of a minor exception pursuant to Article V of this Chapter and shall meet the requirements set forth in California Civil Code Section 835 and below: u Electric fences shall only be permitted on properties abutting a railroad right- of-way. u Electric fences shall be located at least one hundred and fifty (150) linear feet from a property used for residential or public park use, or any property zoned for such a use, or schools (K-12) as defined by Section 11362.768 of the Health and Safety Code. u Electric fences are only permitted in a rear or side yard which is not viewable from a public street. (4) No electric fence shall be permitted, installed, or used unless it is completely surrounded and screened by a nonelectric wall that is at least six (6) feet in height. In no case shall the electric fence encroach into any required setback area. Electric fences may exceed the height of the surrounding nonelectric wall by up to 18 inches. Any portion of the electric fence extending beyond the height of the surrounding nonelectric screen wall shall be angled away from the property line at a 45-degree upward slope. u Electric fences shall be set back from existing walls and fences in a manner so as to prevent accumulation of debris and to prevent unsafe conditions from forming in any resulting gap from the setback required by this subsection. (8) In no case shall an electric fence exceed the maximum fence height established in subsection (a). (9) Electric fences shall be installed to be as minimally intrusive as possible. (10)No electric fence shall be energized during advertised business hours. 11 Electric fences shall be identified by prominently placed warning signs that are legible from both sides of the fence. At minimum, the warning signs shall meet all of the following criteria: (A) The warning signs are placed at each gate and access point, and at intervals along the fence not exceeding thirty (30) feet. (B) The warning signs are adjacent to any other signs relating to chemical, radiological, or biological hazards. City Council 6 — 81 2Ordinance nce o. 0? _ xxx Page 21 of 54 The warning signs are marked with written warning or a commonly recognized symbol for shock, a written warning or a commonly recognized symbol to warn people with pacemakers, and a written or commonly recognized symbol about the danger of touching the fence in wet conditions. (12)Electric fences equipped with monitored alarm systems may require an alarm use permit. (13)Accessibility to emergency personnel and first responders must be maintained through the use of a knox box or other access feature as determined by the Orange County Fire Authority and the Santa Ana Police Department. (14)The applicant and property owner shall enter into an agreement holding the City of Santa Ana harmless from all legal actions that may arise due to the operation of the electrified fence. The agreement shall be recorded with the property and shall release the City of Santa Ana from all liability whatsoever. Section 32. Section 41-623 (Trash bin enclosures) of Chapter 41 of the SAMC is hereby amended to read as follows: Sec. 41-623. - Trash bin enclosures. (a) An enclosure for the storage of discarded material containers that are serviced by the city's solid waste collection contractor is required Gne ""•^ch h4. ^� shall be PFOY le for each commercial or industrial establishment and for each residential build {agdevelopment consisting of three (3) or more dwelling units; except that for commercial or industrial establishments sharing vehicular access and parking in an integrated development, eae (1) a shared tFash bin enclosure may be provided for each group of four (4) or less such establishments, provided that any such shared tFash bon enclosure shall be maintained as freely accessible to all establishments originally assigned to share in its use. Enclosures shall be adequate in capacity, number, and distribution to serve the uses on -site. (b) Persons applying for a permit from the city for new construction and building additions and alterations shall comply with the requirement that enclosures have adequate space for the city's three -collection container recycling program. Permit applicants for the project types described below must, as a condition of the city's permit approval, comply with the following enclosure requirements and comply with the enclosure design guidelines pursuant to subsections (c) and M. M New commercial construction, or additions resulting in an increase of 30 percent or more of the floor area shall provide readily accessible recycling areas identified for the storage and collection of grey container, blue container, and green container or brown container materials, consistent with the three - container collection program offered by the city pursuant to Chapter 16, Article II of this code, and shall comply with provision of adequate space for recycling City Council 6 — 82 2Ordinance nce 0o.? _ XXX Page 22 of 54 for commercial premises pursuant to section 5.410.1 of the California Green Building Standards Code, 24 CCR, Part 11 as amended. u New multifamily construction with more than three (3) units shall provide readily accessible recycling areas identified for the storage and collection of prey container, blue container, and green container or brown container materials, consistent with the three -container collection program offered by the city pursuant to Chapter 16, Article II of this code, and shall comply with provision of adequate space for recycling for multifamily premises pursuant to sections 4.410.2 of the California Green Building Standards Code, 24 CCR, Part 11 as amended. (ck)AII trash and utility areas shall be screened from public streets and alleys and adjacent properties. Trash and utility areas shall be physically integrated into the project and shall include an off-street loading area of three hundred (300) square feet with no single dimension less than ten (10) feet. (de)The director of Gamm pity development planning and building shall issue standards for the construction of trac;h bon enclosures required by this section, and maintain such standards on file in the department of planning. All tmsh hin enclosures required by this section shall be constructed and maintained in accordance with such standards. (e) Ongoing Waste Enclosure Use and Maintenance. At a minimum, the following best management practices shall be adhered to: u The enclosure shall only be used for storage of solid waste, recycling, organic waste and used fats, oils, and grease, as defined in Section 39-50 of this code. Storage of hazardous waste or any other items inside the enclosure is strictly prohibited. u All solid waste and used fats, oils, and grease, as defined in Section 39-50 of this code, shall always be contained within appropriate water -tight, covered containers including secondary containment. A supply of spill response materials designed to absorb leaking fluids and/or cooking oil/grease spills shall be kept near the enclosure. (3) Locks can be used for enclosures to avoid contamination and illegal dumping. Overfilling solid waste, recycling and/or organics containers is prohibited. Solid waste shall not protrude above the top rim of the container and shall allow for the lid(s) to close fully. Establishments that have more than three (3) instances of overflowing containers within six (6) months may have their service level increased pursuant to Chapter 16, Article II of this code. u Solid waste enclosures shall be maintained in good working condition and in the condition that they were approved. Maintenance and cleaning of the solid waste enclosure is the day-to-day responsibility of the occupant or owner of the premises. City Council 6 — 83 2/7/ 02 _ Ordinance o. XXX Page 23 of 54 u Washing out the solid waste enclosure or waste receptacles to the storm drain system, street, or gutter is prohibited. Wash water shall be directed towards a landscaped area or collected and discharged to the sanitary sewer only. Improper methods of wash water disposal shall be subject to violations of the City's Water Quality Ordinance. Section 33. Section 41-683 (Discontinuance of nonconforming building or use) of Chapter 41 of the SAMC is hereby amended to read as follows: Sec. 41-683. - Discontinuance of nonconforming building or use. Except as provided in section 41-683.5 and 41-683.6, if a nonconforming use is discontinued, or if a nonconforming building is vacant, unused or unoccupied for a period of twelve (12) consecutive months, any subsequent use must conform in every respect to the provisions of this chapter, and a nonconforming building may not thereafter be used or occupied until it conforms in every respect to the provisions of this chapter. Section 34. Section 41-683.6 (Discontinuance of nonconforming noxious use) of Chapter 41 of the SAMC is hereby added to read as follows: Sec. 41.683.6. - Discontinuance of nonconforming noxious use. (a) If a nonconforming use of a building regulated by Section 41-199.4 requires a new certificate of occupancV for any reason other than a change in business name with no change in owner of the business, legal nonconforming status shall be lost and any subsequent use must conform in every respect to the provisions of this chapter. u If a nonconforming use of a building regulated by Section 41-199.4 is in violation of any applicable federal, state, or local regulation for a period of sixty (60) consecutive days, receives three noncompliant notices from a federal, state, or local regulatory agency in a one (1) year period, or is in violation for a total of ninety (90) days in a one (1) year period, legal nonconforming status shall be lost and any subsequent use of the building shall conform in every respect to the provisions of this chapter. Section 35. Section 41-885 (Regional planned sign program) of Chapter 41 of the SAMC is hereby amended to read as follows: Sec. 41-885. - Regional planned sign program. a) Definitions: Regional commercial center - A large commercial complex containing a variety of stores, restaurants and other businesses housed in a series of connected and/or adjacent buildings within an integrated campus that shares common areas and parking facilities, and which fronts onto one or City Council 6 — 84 2/7/ 0? _ Ordinance o. XXX Page 24 of 54 more freeways. Said center must be located on a site of no less than fifteen (15) acres. 2. Regional automobile dealership - An automobile dealership licensed by the state that sells new or used automobiles or other motor vehicles in conjunction with new automobiles to the general public on an integrated site which fronts onto one or more freeways or is on a site which is located within three hundred (300) feet of the point where a freeway exit centerline intersects with a city street. 3. Regional attraction - A large cultural or educational establishment such as a museum or zoo, or other establishment that blends education, entertainment, and/or amusement, and which fronts onto one or more freeways. Said attraction must be located on a site of no less than five (5) acres. 4. Regional institution - An institution providing higher education such as a college or university with minimum school year average enrollment of at least 1,000 students; or a healthcare institution such as a medical office buildina complex or hosaital on a site of no less than five (5) awes: assembly t;at s—ne m^' on nature er medical use to the community. b) Eligibility for a regional planned sign program: The sign program is proposed for a site that is a regional commercial center, regional automobile dealership, of regional attraction, or a regional institution. c) Signage and other on -premise advertising must meet the provisions of the sign code meant to protect the health, safety, and welfare of residents and workers in the immediate vicinity; signage shall be limited to only advertising on -site business activities. All signage must comply with the provisions of sections 41-860 and 41- 861 of this chapter except as noted within those sections pursuant to approval of a regional planned sign program described in this section. d) The provisions of this section shall be applied in conjunction with chapter 41, article XI, "On -Premise Signs" of this Code, provided however, in the event of a conflict between the provisions within this section and the remainder of the City of Santa Ana Sign Ordinance as outlined in chapter 41, article XI, "On -Premise Signs," the provisions of this section shall prevail. e) Electronic message displays may be permitted in regional planned sign programs subject to the following conditions: City Council 6 — 85 2/7/ 02 _ Ordinance o. XXX Page 25 of 54 1. Any electronic message displays may not be located within 300 feet of property zoned or used for residential purposes, as measured from the face of the electronic message display to the nearest property line of the residential property. The display(s) shall comply with the following requirements: A. Be oriented in a way that: i. Minimizes visual and light -emitting intrusion onto properties zoned or used for residential purposes; and, ii. Maximizes visibility from adjacent or nearby freeway corridors. B. Produce a maximum 0.3 foot-candles over ambient light levels. C. Include a means of ensuring additional flexibility in reducing light levels upon request by the city. D. Provide a means of limiting excessive light or glare. E. Have automatic diming capabilities. 2. The sign copy shall comply with the following requirements: A. Where screen transitions are used, such transitions shall not give the appearance of moving text or images, and should use smooth effects, such as fades, rather than abrupt transitions. The sign copy shall not use flashing, intermittent or moving lights or produce the optical illusion of movement. B. Each sign copy shall be displayed for a minimum of eight (8) seconds. 3. No electronic message display shall be located on a ground sign within fifty (50) feet of a traffic signal or sign, or placed in a location that would not maintain safe conditions for motorists, pedestrians, or cyclists as determined by the public works agency. 4. The property owner shall comply with Santa Ana Municipal Code section 41-638.2, establishing standards for graffiti abatement. 5. The property owner shall provide the city and the public a designated phone number and email address for emergencies or complaints that will be accessible 24 hours a day, seven days per week. 6. In addition to their on -premise advertising and identification purposes, the signs must make available a minimum amount of display time to be used for public service announcements or warning signs as requested and provided by the city of Santa Ana. Such minimum time will be established as a condition of approval for the regional planned sign program. City Council 6 — 86 2Ordinance nce o. 0? _ xxx Page 26 of 54 7. The sign shall comply with any and all federal, state and local laws, regulations and permitting requirements. f) A regional planned sign program may be submitted by an applicant representing or owning the project site or may be required for a development project when the Planning Director or his or her designee determines that such a sign program is necessary because of special project characteristics. g) Applications for regional planned sign programs shall be accompanied by photo simulations of all proposed signage showing daytime and nighttime conditions in addition to standard forms, exhibits, and other materials requested by staff as required for a complete submittal. h) Every application under this chapter fora regional planned sign program or appeal to the city council shall be accompanied by a filing fee. No application shall be accepted for filing without the required fee, except that all governmental agencies are exempted from the fee requirement. The city council shall from time to time by resolution adopt a schedule of fees to be charged, a copy of which shall be maintained in the office of the planning department. i) An application to permit a regional planned sign program must be approved by the Planning Commission and be reviewed subject to compliance with the following sections of the Santa Ana Municipal Code: 1. 41-633, requiring forms, descriptions, notification of surrounding property owners, and signature(s) from recorded property owner(s), as applicable; 2. 41-635 through 41-637, scheduling for public hearing, providing notice of hearing, and continuances; 3. 41-642, reviewing the decision of the planning commission by the city council; 4. 41-645 and 41-646, processing appeals; 5. 41-647 and 41-647.5, utilizing such permits and violations of such permits; 6. 41-649, modifying such permits; and 7. 41-651, revoking of such permits. j) In granting or denying a regional planned sign program, the planning commission shall make the following findings of fact and may impose conditions, restrictions or limitations as the commission may determine to be necessary to meet the general purpose and intent of this chapter and to ensure that the public health, safety and welfare are being maintained. Findings shall be made and conditions may be imposed to confirm that: City Council 6 — 87 2Ordinance nce o. 0? _ xxx Page 27 of 54 1. The scale and intensity of the proposed signage is consistent and harmonious with surrounding land uses and does not create conditions that could contribute to visual or physical blight, intrusion, or similar incompatibilities. 2. The location of the proposed signage will not contribute towards a hazardous environment for pedestrians, cyclists, or motorists on city streets or freeways. 3. The proposed signage is compatible with the scale, intensity, and site development characteristics on which it is proposed. Scale, intensity, and site development characteristics may be determined by: A. Height of existing or proposed buildings on -site; B. Quantity of freestanding buildings, facades, and street frontages; C. Scale of buildings as they relate to pedestrian and vehicular access, surrounding land uses, and transportation corridors; D. Visibility from streets, highways, pedestrian areas, rail corridors, bikeways, other transportation routes, parks, and other public spaces; E. Architecture, color(s), material(s), illumination, and other site characteristics; and nature of business activities conducted on -site; and, F. Visibility from any property used or zoned for residential purposes. k) Appeals from decisions of the planning commission, extensions, time limits, and modifications to such regional planned sign programs must be conducted in a manner in accordance with chapter 41, article v, division 1 of the Santa Ana Municipal Code. Section 36. Section 41-1251 (Permits required) of Chapter 41 of the SAMC is hereby amended to read as follows: Sec. 41-1251. - Permits required. (a) No person shall cause or permit the placement, construction, or operation of any small collection facility which is not located on property within a commercial zoning district and designated as a convenience zone where such uses are permitted by this section and which has not been issued either a land use certificate or a conditional use permit as required by this section and has produced documentation verifying certification by the State of California Department of Conservation. Applicants must also provide written proof of possession of State of California Workman's Compensation coverage and be in possession of a current Weighmaster's License. (b) Small collection facilities may be permitted on any property which is zoned and used for commercial and designated as a convenience zone or on property within an industrial zoning district. Light processing facilities and heavy +4eavy processing City Council 6 — 88 2Ordinance nce 0o.? _ XXX Page 28 of 54 facilities are permitted only in the M1 and M2 zoning districts with the approval of a conditional use permit. (c) A land use certificate shall be issued for any small collection facility which complies with the applicable standards set forth in this article. Section 37. Section 41-1309.1 (Change of use, exceptions) of Chapter 41 of the SAMC is hereby amended to read as follows: Sec. 41-1309.1. - Change of use, exceptions. Upon the change of use of an existing building, lot, or a portion of a building or lot, additional parking and loading spaces shall be provided for the new use as required by this chapter over and above the number of parking and loading spaces required by this chapter for the prior use only, with the following exceptions: (1) Change of use in a historic district or registered historic property. Any change of use permitted in a historic resource shall not be required to provide additional parking to that legally required prior to the change of use. (2) Change of use in a space under two thousand five hundred (2,500) square feet. The occupancy of any tenant space of less than two thousand five hundred (2,500) square feet in all zones, may be interchanged among the below land uses without the need to provide additional parking beyond that currently provided on -site or in covenanted off -site spaces. The prior use must have been established with a valid business license and certificate of occupancy. Required parking shall be determined by the last occupancy that did not use this subsection in a space under two thousand five hundred (2,500) square feet in all zones. Parking will be determined by section 41-1300. • Professional, business, and administrative offices • Service uses • Medical and dental offices • Restaurants/eating establishments • Retail and service activities • Live/work spaces • Banks and financial institutions • Gymnasiums and studios operated for commercial or public purposes (3) Change in use from industrial to retail as permitted in section 41-472 of this code shall not be required to provide additional parking spaces beyond that provided City Council 6 — 89 2/7/ 02 _ Ordinance o. XXX Page 29 of 54 on -site or in covenanted off -site spaces when the retail component of the use is equal to or less than 50 percent of the gross square footage of the tenant space. Section 38. Section 41-1751 (Definitions) of Chapter 41 of the SAMC is hereby amended to read as follows: Sec. 41-1751. Definitions. Unless the particular provision or the context otherwise requires, the definitions and provisions contained in this section shall govern the construction, meaning, and application of words and phrases used in this chapter: (a) "California Massage Therapy Council' or "CMTC" means the state -organized, non-profit organization created to regulate the massage industry as set forth in Chapter 10.5 of Division 2 of the California Business and Professions Code (commencing with Section 4600, as amended). (b) "Chair massage service" means where a patron receives a massage while fully clothed in a public or semipublic area. The areas massaged are the head, neck, back, arms, and feet only. (cb) "Employee" includes every owner, partner, operator, manager, supervisor and worker, whether part-time, full-time, or temporary, whether paid or not, who renders services of any nature or is otherwise employed in the operation of a massage establishment. For purposes of this chapter, the term employee shall also include massage technicians who provide massage services as independent contractors to a massage establishment. (de) "Manager" means the owner or operator of the massage establishment, or any person(s) designated by the owner or operator to act as the representative and agent of the owner or operator in managing daily operations. Evidence of management may include, but is not limited to, evidence that the individual has power to direct or hire and dismiss employees, control hours of operation, create policy or rules, or purchase supplies. (ed) "Massage" means any scientific manipulation of soft tissue, or method of applying pressure on, or friction against, or stroking, kneading, rubbing, tapping, pounding, vibrating, or stimulating the external parts of the human body with the hands or with the aid of any mechanical or electrical apparatus or appliances, or with or without supplementary aids such as rubbing alcohol, liniments, antiseptics, oils, powder, creams, ointments, or other similar preparations commonly used in this practice. (fe) "Massage certificate" means a certificate issued by the CMTC pursuant to Section 4604 of the Business and Professions Code (Chapter 10.5 commencing with section 4600, as amended). (_qf "Massage establishment" means any establishment having a fixed place of business where any individual, firm, association, partnership, corporation, or City Council 6 — 90 2Ordinance nce o. 0? _ xxx Page 30 of 54 combination of individuals, engages in, conducts, carries on or permits to be engaged in, conducted or carried on, massages, baths, or health treatments involving massage or baths as regular functions. u Massage establishment, ancillary" means a massage establishment that is operated as an ancillary use in conjunction with an approved health club, athletic club, gym, or hotel or in conjunction with a medical office. For the purpose of this definition, an ancillary use shall mean a use that is not more than twenty-five (25) percent of the floor area of the related health or athletic activities of the primary use. (ig) "Massage technician" means any massage practitioner, masseuse, massage therapist or any person who administers or in any way assists in administering any form of massage, bath, or health treatment involving massages or baths as the principal functions to another person for any consideration whatsoever. A massage technician may be an employee or independent contractor. Section 39. Section 41-1752 (Permitted zones and locations) of Chapter 41 of the SAMC is hereby amended to read as follows: Sec. 41-1752. - Permitted zones and locations. zoning d l ati rit (a) A chair massage service may be located in commercial zoning districts where retail and service uses are permitted. Lb) An ancillary massage establishment may only be located in zoning districts that permit health clubs, athletic clubs, gyms, hotels, or where medical services are permitted. (c) Massage establishments may be located within the following zoning districts subject to the issuance of a conditional use permit: (1) Massage establishments may be permitted on parcels in the C1, C1-MD, C2, C4, C5, or CSM zoning districts. (2) Massage establishments may be permitted on a parcel within any Specific Plan or Specific Development zoning district in which massage establishments Fetal! sewnGe uses are defined and permitted. (3) Ne-mMassage establishments is are not permitted in any other zoning district. Section 40. Section 41-1753 (Permits and certificates -contents of application) of Chapter 41 of the SAMC is hereby amended to read as follows: Sec. 41-1753. - Permits and certificates -contents of application. No massage establishment may be operated or established in the city without first obtaining the following: City Council 6 — 91 2Ordinance nce o. 0? _ XXX Page 31 of 54 (3) Approved massage establishment permit issued by the ehief of peliee, as set fc)Ftl:F ..GtiE)R 22 2 E). this (`ede (a) No chair massage service or ancillary massage establishment may be operated or established in the city without first obtaining the following (1) Approved certificate of occupancy. (2) A city issued business license. (3) Approved massage establishment permit issued by the chief of police, as set forth in Section 22-2 of this Code. (b) No massage establishment may be operated or established in the city without first obtaining the following: (1) Approved conditional use permit. (2) Approved certificate of occupancy. (3) A city issued business license. (4) Approved massage establishment permit issued by the chief of police, as set forth in section 22-2 of this Code. Section 41. Section 41-1754 (Development and operating standards) of Chapter 41 of the SAMC is hereby amended to read as follows: Sec. 41-1754. Development and operating standards. (a) The following development and operating standards shall be applied to the operation of any chair massage, ancillary massage establishment, or massage establishment: (1) The owner must advise the city, in writing, at the time of the application for a permit of the business hours and, thereafter, of any changes in such hours. No person shall operate a chair massage, ancillary massage establishment, or massage establishment or administer a massage in any massage establishment between the hours of 10:00 p.m. and 8:00 a.m. A massage begun anytime before 10:00 p.m., must nevertheless terminate at 10:00 p.m. All customers, patrons and visitors shall be excluded from the chair massage, ancillary massage establishment or massage establishment during these hours and be advised of these hours. City Council 6 — 92 2Ordinance nce o. 02 _ xxx Page 32 of 54 (2) All exterior signs identifying the premises as a chair massage, ancillary massage establishment, or massage establishment shall comply with the sign requirements of the city. (3) Each operator and/or on -duty responsible employee shall display the massage establishment permit in a conspicuous public place in the lobby of the massage estabi (4) The hours of operation must be posted in the front window and clearly visible from the outside. (5) The operator and/or on -duty responsible employee must also post, on a daily basis in a conspicuous public place in the lobby, the name of the operator and/or on -duty responsible employee as well as all on -duty massage technicians. (6) "No loitering" signs shall be posted at the front and rear of the business. No outside waiting or seating area is permitted in accordance with section 602 of the Penal Code. (7) Employees shall be at least eighteen (18) years of age. There shall be a minimum of one (1) employee managing the busines9-massage establishment during all working hours. During each employee's working hours, the employee shall wear a city issued badge identifying the business and the employee's full name. (8) Occupancy shall not exceed that required under the Uniform Building Code and Uniform Fire Code, and the maximum occupancy load shall be posted at the main entrance. (9) Window areas shall not be covered or made opaque in any way. All windows and entrances must be unobstructed at all times. (10) Lighting levels on the premises within sixty (60) feet of the use and in all required parking areas shall be maintained at a minimum one (1) foot-candle of light. (11) No exterior pay phones shall be permitted. (12) Rear exits are prohibited unless required by either the building code or the fire code. When required, rear exit doors shall be kept in a locked closed position and shall have panic hardware. (13) No person shall be employed or permitted to act as a massage technician who is not in possession of a valid, un-revoked massage certificate and a photo identification card prepared and issued by the city as required in chapter 22 of this Code. City Council 6 — 93 2/7/ 0? _ Ordinance o. XXX Page 33 of 54 (14) It shall be unlawful for any person to perform any massage upon a member of the general public while on the premises of a school of massage. (15) Residing in a chair massage, ancillary massage establishment, or massage establishment is prohibited. No person or persons shall be allowed to live, reside or dwell inside the business ^,^^^^^^—tablishment at any time. No food of any kind shall be prepared for sale or sold in the establishment. (16) No interior doors may be locked during operating hours. Section 42. Section 41-2109 (Requirements) of Chapter 41 of the SAMC is hereby amended to read as follows: Sec. 41-2109. - Requirements. An urban lot split must satisfy each of the following requirements: (a) Map Act Compliance. (1) The urban lot split must conform to all applicable objective requirements of the Subdivision Map Act (Gov. Code section 66410 et. seq., "SMA") and implementing requirements in this Code, except as otherwise expressly provided in this division. (2) If an urban lot split violates any part of the SMA, the city's subdivision regulations, including this division, or any other legal requirement: (A) The buyer or grantee of a lot that is created by the urban lot split has all the remedies available under the SMA, including, but not limited to, an action for damages or to void the deed, sale, or contract. (B) The city has all the remedies available to it under the SMA, including, but not limited to, the following: (i) An action to enjoin any attempt to sell, lease, or finance the property. (ii) An action for other legal, equitable, or summary remedy, such as declaratory and injunctive relief. (iii) Criminal prosecution, punishable by imprisonment in county jail or state prison for up to one (1) year, by a fine of up to ten thousand dollars ($10,000.00), or both; or a misdemeanor. (iv) Record a notice of violation. (v) Withhold any or all future permits and approvals. City Council 6 — 94 2Ordinance nce 0o.? _ XXX Page 34 of 54 (3) Notwithstanding section 66411.1 of the SMA, no dedication of rights -of -way or construction of offsite improvements is required for an urban lot split. (b) Zone. The lot to be split is in a zoning district that allows single-family residences. (c) Lot Location. (1) The lot to be split is not located on a site that is any of the following: (A) Prime farmland, farmland of statewide importance, or land that is zoned or designated for agricultural protection or preservation by the voters. (B) A wetland. (C) Within a very high fire hazard severity zone, unless the site complies with all fire -hazard mitigation measures required by existing building standards. (D) A hazardous waste site that has not been cleared for residential use. (E) Within a delineated earthquake fault zone, unless all development on the site complies with applicable seismic protection building code standards. (F) Within a 100-year flood hazard area, unless the site has either: (i) Been subject to a Letter of Map Revision prepared by the Federal Emergency Management Agency and issued to the local jurisdiction; or (ii) Meets Federal Emergency Management Agency requirements necessary to meet minimum flood plain management criteria of the National Flood Insurance Program. (G) Within a regulatory floodway, unless all development on the site has received a no -rise certification. (H) Land identified for conservation in an adopted natural community conservation plan, habitat conservation plan, or other adopted natural resource protection plan. (1) Habitat for protected species. (J) Land under conservation easement. (2) The applicant must provide evidence that the requirements of Government Code section 65913.4(a)(6)(B)-(K) are satisfied. City Council 6 — 95 2Ordinance nce o. 0? _ XXX Page 35 of 54 (d) Not Historic. The lot to be split must not be a historic property or within a historic district that is included on the State Historic Resources Inventory. Nor may the lot be or be within a site that is designated by ordinance or resolution as a city or county landmark or as a historic property or district. (e) No Prior Urban Lot Split. (1) The lot to be split was not established through a prior urban lot split. (2) The lot to be split is not adjacent to any lot that was established through a prior urban lot split by the owner of the lot to be split or by any person acting in concert with the owner. (f) No Impact on Protected Housing. (1) The urban lot split must not require or include the demolition or alteration of any of the following types of housing: (A) Housing that is income -restricted for households of moderate, low, or very low income. (B) Housing that is subject to any form of rent or price control through a public entity's valid exercise of its policy power. (C) Housing, or a lot that used to have housing, that has been withdrawn from rental or lease under the Ellis Act (Gov. Code sections 7060- 7060.7) at any time in the fifteen (15) years prior to submission of the urban lot split application. (D) Housing that has been occupied by a tenant in the last three (3) years. (2) As part of the urban lot split application, the applicant and the owner of a property must provide a sworn statement by affidavit representing and warranting that subsection (f)(1) above is satisfied. (A) The sworn statement must state the following: (i) No housing that is income -restricted for households of moderate, low, or very low income will be demolished or altered. (ii) No housing that is subject to any form of rent or price control will be demolished or altered. (iii) No housing that has been withdrawn from rental or lease under the Ellis Act at any time in the last fifteen (15) years will be demolished or altered. City Council 6 — 96 2Ordinance nce o. 0? _ XXX Page 36 of 54 (iv) No housing that has been occupied by a tenant in the last three (3) years will be demolished or altered. (B) The city may conduct its own inquiries and investigation to ascertain the veracity of the sworn statement, including, but not limited to, surveying owners of nearby properties; and the city may require additional evidence of the applicant and owner as necessary to determine compliance with this requirement. (g) Lot Size. (1) The lot to be split must beat least two thousand four hundred (2,400) square feet. (2) The resulting lots must each be at least one thousand two hundred (1,200) square feet. (3) Each of the resulting lots must be between forty (40) percent and sixty (60) percent of the original lot area. (h) Easements. (1) The owner must enter into an easement agreement with each public-service provider to establish easements that are sufficient for the provision of public services and facilities to each of the resulting lots. (2) Each easement must be shown on the tentative parcel map. (3) Copies of the unrecorded easement agreements must be submitted with the application. The easement agreements must be recorded against the property before the final map may be approved, in accordance with section 41-2108(b). (4) If an easement is recorded and the project is not completed, making the easement moot, the property owner may request, and the city will provide, a notice of termination of the easement, which the owner may record. (i) Lot Access. (1) Each resulting lot must adjoin a public street right-of-way that meets the established standards for is designated street classification as specified in the Mobility Element of the General Plan. (2) Each resulting lot must have frontage on the public street right-of-way of at least twelve and one-half (12.5) feet. (3) Vehicle access easement serving a maximum of two (2) units shall be a minimum of twelve (12) feet in width and shall have a minimum length of twenty (20) feet. City Council 6 — 97 2Ordinance nce o. 0? _ XXX Page 37 of 54 0) Unit Standards. (1) Quantity. No more than two (2) dwelling units of any kind may be built on a lot that results from an urban lot split. For purposes of this paragraph, "unit' means any dwelling unit, including, but not limited to, a primary dwelling unit, a unit created under this article, an ADU, or a JADU. (2) Unit Size. (A) The total floor area of each primary dwelling that is developed on a resulting lot must be: (i) Less than or equal to eight hundred (800); and (ii) More than five hundred (500) square feet. (B) A primary dwelling that was legally established prior to the urban lot split and that is larger than eight hundred (800) square feet is limited to the lawful floor area at the time of the urban lot split. It may not be expanded. (C) A primary dwelling that was legally established prior to the urban lot split and that is smaller than eight hundred (800) square feet may be expanded to eight hundred (800) square feet after the urban lot split. (3) Height Restrictions. (A) On a resulting lot that is smaller than two thousand (2,000) square feet, no new primary dwelling unit may exceed two (2) stories or twenty-two (22) feet in height, measured from finished grade to peak of the structure. Any portion of a new primary dwelling that exceeds one (1) story must be stepped back by an additional five (5) feet from the ground floor; no balcony deck or other portion of the second story may project into the stepback. (B) No rooftop deck is permitted on any new or remodeled dwelling or structure on a lot resulting from an urban lot split. (4) Lot Coverage. The maximum building coverage of net lot area shall be thirty-five (35) percent. If new structures are proposed to be one-story and be deed restricted to be maintained as one-story structures in perpetuity, a fifty (50) percent lot coverage is allowed. This lot coverage standard is only enforced to the extent that it does not prevent two (2) primary dwelling units on the lot at eight hundred (800) square feet each. (5) Open Space. Private open space shall be provided for each unit at a minimum of one hundred (100) square feet in the form of a private covered patio or deck. The minimum dimensions of such space shall be eight (8) feet in each direction. This open space standard is only enforced to the extent City Council 6 — 98 2nOrdinance ce o. 0? _ xxx Page 38 of 54 that it does not prevent two (2) primary dwelling units on the lot at eight hundred (800) square feet each. (6) Setbacks. (A) Generally. All setbacks must conform to those objective setbacks that are imposed through the underlying zone. (B) Exceptions. Notwithstanding subsection j(6)(A) above: (i) Existing Structures. No setback is required for an existing legally established structure or for a new structure that is constructed in the same location and to the same dimensions as an existing legally established structure. (ii) Eight hundred (800) sf,- four -foot side and rear. The setbacks imposed by the underlying zone must yield to the degree necessary to avoid physically precluding the construction of up to two (2) units on the lot or either of the two (2) units from being at least eight hundred (800) square feet in floor area; but in no event may any structure be less than four (4) feet from a side or rear property line. (C) Front Setback Area. Notwithstanding any other part of this Code, dwellings that are constructed after an urban lot split must be at least twenty-five (20:5) feet from the front property lines. The front setback areas must: (i) Be kept free from all structures greater than three (3) feet high; (ii) Be at least fifty (50) percent landscaped with drought -tolerant plants, with vegetation and irrigation plans approved by a licensed landscape architect; and (iii) Allow for vehicular and fire -safety access to the front structure. (7) Parking. Each new primary dwelling unit that is built on a lot after an urban lot split must have at least one (1) off-street parking space per unit unless one (1) of the following applies: (A) The lot is located within one-half ('/2) mile walking distance of either: (i) A corridor with fixed route bus service with service intervals no longer than fifteen (15) minutes during peak commute hours; or (ii) A site that contains: (ia) An existing rail or bus rapid transit station; or City Council 6 — 99 2iOrdinance ce o. 02 _ xxx Page 39 of 54 (ib) The intersection of two (2) or more major bus routes with a frequency of service interval of fifteen (15) minutes or less during the morning and afternoon peak commute periods. (B) The site is located within one (1) block of a car -share vehicle location. A car -share vehicle shall mean a motor vehicle that is operated as part of a regional fleet by a public or private car sharing company or organization and provides hourly or daily service. (8) Architecture. (A) If there is a legal primary dwelling on the lot that was established before the urban lot split, any new primary dwelling unit must match the existing primary dwelling unit in exterior materials, color, and dominant roof pitch. The dominant roof slope is the slope shared by the largest portion of the roof. (B) If there is no legal primary dwelling on the lot before the urban lot split, and if two (2) primary dwellings are developed on the lot, the dwellings must match each other in exterior materials, color, and dominant roof pitch. The dominant roof slope is the slope shared by the largest portion of the roof. (C) All new structures and conversions of existing accessory structures shall meet objective standards of Division 3 of this article. (D) If a dwelling is constructed on a lot after an urban lot split and any portion of the dwelling is less than three (3) feet from a property line that is not a public right-of-way line, then all windows and doors in that portion must either be (for windows) clerestory with the bottom of the glass at least six (6) feet above the finished floor, or (for windows and for doors) utilize frosted or obscure glass. (9) Landscaping. (A) The project shall be designed meeting all the landscaping standards of the Santa Ana Municipal Code set forth in section 41-240. (B) Evergreen landscape screening must be planted and maintained between each dwelling and adjacent lots (but not rights -of -way) as follows: (i) At least one 15-gallon size plant shall be provided for every five (5) linear feet of exterior wall. Alternatively, at least one (1) 24-inch box size plant shall be provided for every ten (10) linear feet of exterior wall. City Council 6 — 100 2nOrdinance ce o. 0? _ XXX Page 40 of 54 (ii) Plant specimens must be at least six (6) feet tall when installed. As an alternative, a solid fence of at least six (6) feet in height may be installed. (iii) All landscaping must be drought -tolerant. (iv) All landscaping must be from the city's approved plant list. (10)Nonconforming Conditions. An urban lot split may be approved without requiring a legal nonconforming zoning condition to be corrected. (11) Utilities. (A) Each primary dwelling unit on the lot must have its own direct utility connection to the utility service provider. (B) Notwithstanding subsection j(11)(A) above, a primary dwelling unit may have a direct utility connection to an onsite wastewater treatment system in accordance with this paragraph and the city's code. Each primary dwelling unit on the lot that is or that is proposed to be connected to an onsite wastewater treatment system must first have a percolation test completed within the last five (5) years or, if the percolation test has been recertified, within the last ten (10) years. (C) All utilities must be underground. (12) Building and Safety. All structures built on the lot must comply with all current local building standards. An urban lot split is a change of use. (k) Separate Conveyance. (1) Within a resulting lot. (A) Primary dwelling units on a lot that is created by an urban lot split may not be owned or conveyed separately from each other. (B) Condominium airspace divisions and common interest developments are not permitted on a lot that is created by an urban lot split. (C) All fee interest in a lot and all dwellings on the lot must be held equally and undivided by all individual property owners. (D) No timeshare, as defined by state law or this Code, is permitted. This includes any co -ownership arrangement that gives an owner the right to exclusive use of the property for a defined period or periods of time. (2) Between resulting lots. Separate conveyance of the resulting lots is permitted. If dwellings or other structures (such as garages) on different lots are adjacent or attached to each other, the urban lot split boundary may City Council 6 — 101 2nOrdinance ce o. 0? _ xxx Page 41 of 54 separate them for conveyance purposes if the structures meet building code safety standards and are sufficient to allow separate conveyance. If any attached structures span or will span the new lot line, the owner must record appropriate CC&Rs, easements, or other documentation that is necessary to allocate rights and responsibility between the owners of the two (2) lots. (1) Regulation of Uses. (1) Residential -only. No non-residential use is permitted on any lot created by urban lot split. (2) No short-term vacation rentals (STRs). No dwelling unit on a lot that is created by an urban lot split may be rented for a period of less than thirty (30) days. (3) Owner Occupancy. The applicant for an urban lot split must sign an affidavit stating that the applicant intends to occupy one (1) of the dwelling units on one (1) of the resulting lots as the applicant's principal residence for a minimum of three (3) years after the urban lot split is approved. (m) Notice of Construction. (1) At least thirty (30) business days before starting any construction of a structure on a lot created by an urban lot split, the property owner must give written notice to all the owners of record of each of the adjacent residential parcels, which notice must include the following information: (A) Notice that construction has been authorized; (B) The anticipated start and end dates for construction; (C) The hours of construction; (D) Contact information for the project manager (for construction -related complaints); and (E) Contact information for the Building & Safety Department. (2) This notice requirement does not confer a right on the noticed persons or on anyone else to comment on the project before permits are issued. Approval is ministerial. Under state law, the City has no discretion in approving or denying a particular project under this section. This notice requirement is purely to promote neighborhood awareness and expectation. (n) Deed Restriction. The owner must record a deed restriction on each lot that results from the urban lot split, on a form approved by the city, that does each of the following: City Council 6 — 102 2Ordinance nce o. 0? _ XXX Page 42 of 54 (1) Expressly prohibits any rental of any dwelling on the property for a period of less than thirty (30) days. (2) Expressly prohibits any non-residential use of the lots created by the urban lot split. (3) Expressly prohibits any separate conveyance of a primary dwelling on the property, any separate fee interest, and any common interest development within the lot. (4) Expressly requires that any net new at least one "` new unit created as a result of the provisions of this Division be deed restricted for affordable housing at the following levels: leuets Rental products shall be made affordable to very low or low income households. For -sale products shall be made affordable to moderate income households. (5) States that: (A) The lot is formed by an urban lot split and is therefore subject to the city's urban lot -split regulations, including all applicable limits on dwelling size and development. (B) Development on the lot is limited to development of residential units under Divisions 2 and 3 of this article, except as required by State law. Section 43. Section 41-2115 (Requirements) of Chapter 41 of the SAMC is hereby amended to read as follows: Sec. 41-2115. - Requirements. A two -unit project must satisfy each of the following requirements: (a) Map Act Compliance. The lot must have been legally subdivided. (b) Zone. The lot is in a single-family residential zone. (c) Lot Location. (1) The lot is not located on a site that is any of the following: (A) Prime farmland, farmland of statewide importance, or land that is zoned or designated for agricultural protection or preservation by the voters. (B) A wetland. City Council 6 — 103 2Ordinance nce 0o.? _ xxx Page 43 of 54 (C) Within a very high fire hazard severity zone, unless the site complies with all fire -hazard mitigation measures required by existing building standards. (D) A hazardous waste site that has not been cleared for residential use. (E) Within a delineated earthquake fault zone, unless all development on the site complies with applicable seismic protection building code standards. (F) Within a 100-year flood hazard area, unless the site has either: (i) Been subject to a Letter of Map Revision prepared by the Federal Emergency Management Agency and issued to the local jurisdiction; or (ii) Meets Federal Emergency Management Agency requirements necessary to meet minimum flood plain management criteria of the National Flood Insurance Program. (G) Within a regulatory floodway, unless all development on the site has received a no -rise certification. (H) Land identified for conservation in an adopted natural community conservation plan, habitat conservation plan, or other adopted natural resource protection plan. (1) Habitat for protected species. (J) Land under conservation easement. (2) The applicant must provide evidence that the requirements of Government Code section 65913.4(a)(6)(B)-(K) are satisfied. (d) Not Historic. The lot must not be a historic property or within a historic district that is included on the State Historic Resources Inventory. Nor may the lot be or be within a site that is designated by ordinance or resolution as a city or county landmark or as a historic property or district, or a structure of merit. A structure of merit is defined as meeting one or more of the following: (1) It is associated with events that have made a significant contribution in our past. (2) It is associated with the lives of persons significant in our past. (3) It embodies the distinctive characteristics of a type, period, architectural style or method of construction, or represents the work of a master, or City Council 6 — 104 2Ordinance nce o. 0? _ XXX Page 44 of 54 possesses high artistic or historic value, or represents a significant and distinguishable collection whose individual components may lack distinction. (4) It yields, or may be likely to yield, information important in prehistory or history. (5) Its unique location or singular physical characteristic represents an established and familiar visual feature of a neighborhood. (e) No Impact on Protected Housing. (1) The two -unit project must not require or include the demolition or alteration of any of the following types of housing: (A) Housing that is income -restricted for households of moderate, low, or very low income. (B) Housing that is subject to any form of rent or price control through a public entity's valid exercise of its policy power. (C) Housing, or a lot that used to have housing, that has been withdrawn from rental or lease under the Ellis Act (Gov. Code sections 7060- 7060.7) at any time in the fifteen (15) years prior to submission of the urban lot split application. (D) Housing that has been occupied by a tenant in the last three (3) years. (2) As part of the two -unit project application, the applicant and the owner of a property must provide a sworn statement by affidavit representing and warranting that subsection (e)(1) above is satisfied. (A) The sworn statement must state the following: (i) No housing that is income -restricted for households of moderate, low, or very low income will be demolished or altered. (ii) No housing that is subject to any form of rent or price control will be demolished or altered. (iii) No housing that has been withdrawn from rental or lease under the Ellis Act at any time in the last fifteen (15) years will be demolished or altered. (iv) No housing that has been occupied by a tenant in the last three (3) years will be demolished or altered. City Council 6 — 105 2Ordinance nce o. 0? _ XXX Page 45 of 54 (B) The city may conduct its own inquiries and investigation to ascertain the veracity of the sworn statement, including, but not limited to, surveying owners of nearby properties; and the city may require additional evidence of the applicant and owner as necessary to determine compliance with this requirement. (f) Unit Standards. (1) Quantity. (A) No more than two (2) dwelling units of any kind may be built on a lot that results from an urban lot split. For purposes of this paragraph, "unit" means any dwelling unit, including, but not limited to, a primary dwelling unit, a unit created under this article, an ADU, or a JADU. (B) A lot that is not created by an urban lot split may have a two -unit project under this section, plus any ADU or JADU that must be allowed under state law and the city's ADU ordinance. (2) Unit Size. (A) The total floor area of each primary dwelling built that is developed under this section must be: (i) Less than or equal to eight hundred (800); and (ii) More than five hundred (500) square feet. (B) A primary dwelling that was legally established on the lot prior to the two -unit project and that is larger than eight hundred (800) square feet is limited to the lawful floor area at the time of the two -unit project. The unit may not be expanded. (C) A primary dwelling that was legally established prior to the two -unit project and that is smaller than eight hundred (800) square feet may be expanded to eight hundred (800) square feet after or as part of the two - unit project. (3) Height Restrictions. (A) On a lot that is smaller than two thousand (2,000) square feet, no new primary dwelling unit may exceed two (2) stories or twenty-two (22) feet in height, measured from grade to peak of the structure. Any portion of a new primary dwelling that exceeds one (1) story must be stepped back by an additional five (5) feet from the ground floor; no balcony deck or other portion of the second story may project into the stepback. (B) No rooftop deck is permitted on any new or remodeled dwelling or structure on a lot with a two -unit project. City Council 6 — 106 2Ordinance nce o. 0? _ xxx Page 46 of 54 (4) Demo Cap. The two -unit project may not involve the demolition of more than twenty-five (25) percent of the existing exterior walls of an existing dwelling unless the site has not been occupied by a tenant in the last three (3) years. (5) Lot Coverage. The maximum building coverage of net lot area shall be thirty-five (35) percent. If new structures are proposed to be one-story and be deed restricted to be maintained as one-story structures in perpetuity, a fifty (50) percent lot coverage is allowed. This lot coverage standard is only enforced to the extent that it does not prevent two (2) primary dwelling units on the lot at eight hundred (800) square feet each. (6) Open Space. Private open space shall be provided for each unit at a minimum of one hundred (100) square feet in the form of a private covered patio or deck. The minimum dimensions of such space shall be eight (8) feet in each direction. This open space standard is only enforced to the extent that it does not prevent two (2) primary dwelling units on the lot at eight hundred (800) square feet each. (7) Setbacks. (A) Generally. All setbacks must conform to those objective setbacks that are imposed through the underlying zone. (B) Exceptions. Notwithstanding subsection (f)(7)(A) above: (i) Existing Structures. No setback is required for an existing legally established structure or for a new structure that is constructed in the same location and to the same dimensions as an existing legally established structure. (i i) Eight hundred (800) sf,four-foot side and rear. The setbacks imposed by the underlying zone must yield to the degree necessary to avoid physically precluding the construction of up to two (2) units on the lot or either of the two (2) units from being at least eight hundred (800) square feet in floor area; but in no event may any structure be less than four (4) feet from a side or rear property line. (C) Front Setback Area. Notwithstanding any other part of this Code, dwellings that are constructed under this section must be at least twenty (20) feet from the front property lines. The front setback area must: (i) Be kept free from all structures greater than three (3) feet high; (ii) Be at least fifty (50) percent landscaped with drought -tolerant plants, with vegetation and irrigation plans approved by a licensed landscape architect; and City Council 6 — 107 2Ordinance nce o. 0? _ xxx Page 47 of 54 (iii) Allow for vehicular and fire -safety access to the front structure. (D) Interior Side Yard and Rear Yard Setbacks. Dwelling units must provide a minimum of four -foot interior side yard and rear yard setbacks for the property line. (E) Corner Lot Setbacks for side yards abutting a street. Dwellings that are constructed pursuant to Divisions 2 and 3 of this article must provide setbacks at least ten (10) feet from the side yard abutting the street. (F) Existing Structures. No setback is required for an existing legally established structure or for a new structure that is constructed in the same location and to the same dimensions as an existing legally established structure. (8) Parking. Each new primary dwelling unit must have at least one (1) off-street parking space per unit unless one (1) of the following applies: (A) The lot is located within one-half ('/2) mile walking distance of either: (i) A corridor with fixed route bus service with service intervals no longer than fifteen (15) minutes during peak commute hours; or (ii) A site that contains: (ia) An existing rail or bus rapid transit station; or (ib) The intersection of two (2) or more major bus routes with a frequency of service interval of fifteen (15) minutes or less during the morning and afternoon peak commute periods. (B) The site is located within one (1) block of a car -share vehicle location. A car -share vehicle shall mean a motor vehicle that is operated as part of a regional fleet by a public or private car sharing company or organization and provides hourly or daily service. (9) Architecture. (A) If there is a legal primary dwelling on the lot that was established before the two -unit project, any new primary dwelling unit must match the existing primary dwelling unit in exterior materials, color, and dominant roof pitch. The dominant roof slope is the slope shared by the largest portion of the roof. (B) If there is no legal primary dwelling on the lot before the two -unit project, and if two (2) primary dwellings are developed on the lot, the dwellings City Council 6 — 108 liOrdinance ce o. 0? _ xxx Page 48 of 54 must match each other in exterior materials, color, and dominant roof pitch. The dominant roof slope is the slope shared by the largest portion of the roof. (C) New roofing and siding materials that are shiny, mirror-like, or of a glossy metallic finish are prohibited. (D) All exterior lighting must be limited to down -lights. (E) No window or door of a dwelling that is constructed on the lot may have a direct line of sight to an adjoining residential property. Fencing, landscaping, or privacy glass may be used to provide screening and prevent a direct line of sight. (F) If any portion of a dwelling is less than thirty (30) feet from a property line that is not a public right-of-way line, then all windows and doors in that portion must either be (for windows) clerestory with the bottom of the glass at least six (6) feet above the finished floor, or (for windows and for doors) utilize frosted or obscure glass. (G) New skylights shall have flat glass panes. 'Bubble" or dome type skylights are prohibited. (H) The roof pitch/slope and roof style (e.g. hip, gable, mansard) of the proposed unit addition shall be the same as the primary dwelling. (1) If a garage is converted to new unit, the garage door opening shall be replaced with exterior wall coverings, or residential window and doors, to match the existing exterior garage wall covering and detailing. (J) Additions or new construction shall comply with the following: (i) On a site already developed with an existing residential unit, the new unit shall be designed and constructed to match the existing paint color and exterior building materials, including but the limited to siding, windows, doors, roofing, light fixtures, hardware, and railings. (ii) If residential development is propped on a lot where not residential units currently exist, the units shall be constructed using the same architectural style, exterior building materials, colors and finishes. (iii) The size of the common indoor living areas of a dwelling unit, such as the living room, dining room, kitchen, family room, etc. must be equal to, or greater than, the square footage of bedrooms provided. City Council 6 — 109 2/7/ 0? _ Ordinance o. XXX Page 49 of 54 (iv) Direct exterior access from a first -floor bedroom to the exterior of the dwelling unit shall be through a sliding door or double French door. (v) Upper story unenclosed landings, decks, and balconies greater than twenty (20) square feet that face or overlook an adjoining property, shall be located a minimum of fifteen (15) feet from the interior lot lines. (vi) Water heaters (excluding tank less water heaters) and laundry facilities (washer and dryer) may not be located on the exterior of a dwelling unit. (vii) Upper story unenclosed landings, decks, and balconies, that do not face or overlook an adjoining property due to orientation or topography, may be located at the located at the minimum as allowed by the underlying zone interior setback line if an architectural screening element such as enclosing walls, trellises, awning, or perimeter planters with a five-foot minimum height is incorporated into the unenclosed landing, deck, or balcony. (viii) Upper story windows located within fifteen (15) feet of an interior lot line and face or overlook an adjoining property shall be installed a minimum of forty-two (42) inches above finish floor. (10) Landscaping. Evergreen landscape screening must be planted and maintained between each dwelling and adjacent lots (but not rights -of -way) as follows: (A) At least one (1) 15-gallon size plant shall be provided for every five (5) linear feet of exterior wall. Alternatively, at least one (1) 24-inch box size plant shall be provided for every ten (10) linear feet of exterior wall. (B) Plant specimens must be at least six (6) feet tall when installed. As an alternative, a solid fence of at least six (6) feet in height may be installed. (C) All landscaping must be drought -tolerant. (D) All landscaping must be from the city's approved plant list. (11) Nonconforming Conditions. A two -unit project may only be approved if all nonconforming zoning conditions are corrected. (12) Utilities. City Council 6 —110 2ni 0? _ Ordinance o. XXX Page 50 of 54 (A) Each primary dwelling unit on the lot must have its own direct utility connection to the utility service provider. (B) Notwithstanding paragraph subsection (f)(12)(A) above, a primary dwelling unit may have a direct utility connection to an onsite wastewater treatment system in accordance with this paragraph and the city's code. Each primary dwelling unit on the lot that is or that is proposed to be connected to an onsite wastewater treatment system must first have a percolation test completed within the last five (5) years or, if the percolation test has been recertified, within the last ten (10) years. (C) All utilities must be underground. (13)Building and Safety. All structures built on the lot must comply with all current local building standards. A project under this section is a change of use and subjects the whole of the lot, and all structures, to the city's current code. (g) Separate Conveyance. (1) Primary dwelling units on the lot may not be owned or conveyed separately from each other. (2) Condominium airspace divisions and common interest developments are not permitted within the lot. (3) All fee interest in the lot and all the dwellings must be held equally and undivided by all individual property owners. (A) No timeshare, as defined by state law or this Code, is permitted. This includes any co -ownership arrangement that gives an owner the right to exclusive use of the property for a defined period or periods of time. (h) Regulation of Uses. (1) Residential -only. No non-residential use is permitted on the lot. (2) No short term rentals (STRs). No dwelling unit on the lot may be rented for a period of less than thirty (30) days. (3) Owner Occupancy. Unless the lot was formed by an urban lot split, the individual property owners of a lot with a two -unit project must occupy one (1) of the dwellings on the lot as the owners' principal residence and legal domicile. (i) Notice of Construction. City Council 6 —111 Ordinance o2nce 0. ? _ XXX Page 51 of 54 (1) At least thirty (30) business days before starting any construction of a two - unit project, the property owner must give written notice to all the owners of record of each of the adjacent residential parcels, which notice must include the following information: (A) Notice that construction has been authorized. (B) The anticipated start and end dates for construction. (C) The hours of construction. (D) Contact information for the project manager (for construction -related complaints). (E) Contact information for the Building and Safety Department. (2) This notice requirement does not confer a right on the noticed persons or on anyone else to comment on the project before permits are issued. Approval is ministerial. Under state law, the City has no discretion in approving or denying a particular project under this article. This notice requirement is purely to promote neighborhood awareness and expectation. Q) Deed Restriction. The owner must record a deed restriction, on a form approved by the city, that does each of the following: (1) Expressly prohibits any rental of any dwelling on the property for a period of less than thirty (30) days. (2) Expressly prohibits any non-residential use of the lot. (3) Expressly prohibits any separate conveyance of a primary dwelling on the property, any separate fee interest, and any common interest development within the lot. (4) If the lot does not undergo an urban lot split: Expressly requires the individual property owners to live in one (1) of the dwelling units on the lot as the owners' primary residence and legal domicile. (5) Expressly requires that any net newat least nnn "` Rew unit created be deed restricted for affordable housing at the following levels: eitherveFy lew, low or odprn+n in n Inue's Rental products shall be made affordable to very low or low income households. For -sale products shall be made affordable to moderate income households. City Council 6 —112 liOrdinance ce o. 0? _ XXX Page 52 of 54 (6) Limits development of the lot to residential units that comply with the requirements of this section, except as required by state law. Section 44. Table 3-2 (Permitted Uses) of the Harbor Mixed Use Transit Corridor Specific Plan (Specific Plan No. 2) is hereby amended as per Exhibit A of this Ordinance to delete reference to "Child day care - more than 8 and up to 14 children" in its entirety and to revise reference to "Child day care center (15 or more children)' to "Daycare center'. Section 45. The definition of "Personal services — restricted" as appearing in the Harbor Mixed Use Transit Corridor Specific Plan (Specific Plan No. 2) "Definitions" section is hereby amended as per Exhibit A of this Ordinance to clarify the use, the section referenced in the SAMC, and applicable standards. Section 46. Table 2A (Use Standards) of Section 41-2007 of the Transit Zoning Code (Specific Development No. 84) is hereby amended as per Exhibit B of this Ordinance to delete reference to "Child day care - more than 8 and up to 14 children" in its entirety and to revise reference to "Child care center" to "Daycare center". Section 47. The definition of "Personal Services — restricted" as appearing in Section 41-2080 of the Transit Zoning Code (Specific Development No. 84) is hereby amended as per Exhibit B of this Ordinance to clarify the use, section referenced in the SAMC, and applicable standards. Section 48. Table 3 (Permitted Land Uses) of Section 4.1 of the Metro East Mixed -Use Overlay Zone is hereby amended as per Exhibit C of this Ordinance to replace all references to "Child care facilities" with "Daycare centers," and to expressly permit and require a conditional use permit for massage establishments in two districts within the plan area. Section 49. Table 3 (Permitted Land Uses) of Section 4.1 of the Metro East Mixed -Use Overlay Zone is hereby amended as per Exhibit C of this Ordinance to include a reference to "Massage establishments" and to permit them subject to a conditional use permit in the Village Center and Active Urban districts of the overlay. Section 50. If any section, subsection, sentence, clause, phrase or portion of this ordinance is for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this ordinance. The City Council of the City of Santa Ana hereby declares that it would have adopted this ordinance and each section, subsection, sentence, clause, phrase or portion thereof irrespective of the fact that any one or more sections, subsections, sentences, clauses, phrases, or portions be declared invalid or unconstitutional. Section 51. This ordinance shall become effective thirty (30) days after its adoption. Section 52. The Clerk of the Council shall certify the adoption of this ordinance and shall cause the same to be published as required by law. City Council 6 —113 2Ordinance nce 0o.2 _ xxx Page 53 of 54 ADOPTED this APPROVED AS TO FORM Sonia R. Carvalho, City Attorney By: John M.Funk Chief Assistant City Attorney AYES: day of 2023. Valerie Amezcua Mayor Councilmembers: NOES: Councilmembers: ABSTAIN: Councilmembers: NOT PRESENT: Councilmembers: CERTIFICATE OF ATTESTATION AND ORIGINALITY I, , Clerk of the Council, do hereby attest to and certify that the attached Ordinance No. NS- to be the original ordinance adopted by the City Council of the City of Santa Ana on , and that said ordinance was published in accordance with the Charter of the City of Santa Ana. Date: Clerk of the Council City of Santa Ana City Council 6 —114 2Ordinance nce 0o.? _ XXX Page 54 of 54 nw'- - s- CHAPTER 3. Land Use Plan and Development Standards Permitted Uses Table 3-2 shall regulate land uses within the Harbor Corridor Plan area. The table provides uses by district The uses are indicated to abbreviation_ permitted (P), not benmiRed (N), permitted by Conditional Use Permit (CUP), permitted by Lend Use Certificate (LUC), and permitted through SIte Plan Review (SPR). The Transit Node District is divided into two areas deed on their proximity to the transit stops. Transit Node North: Permittod uses shall apply to properties In the Transit Node District adjacent to the North Transit Stop as depicted In Figure 3-1. Transit Node South Permitted uses shall apply to properties in the Transit Node District adjacent to the South Transit Stops as depicted in Figure 3-1. Table 3-2. Permitted Uses LAND USE TYPE RESIDENTIAL wwww NEIGH TRANSITIONAL Joint l iv ing-working quarters P (1) P P (2) CUP N Care homes IN IV CUP CUP IN Single Faulty dwelling N N P P N Muth -family dwellings (in building typos other[han a House or Livc-Work) RECREATION, EDUCATION, AND ASSEMBLY P (11 P (ll P P N Community assembly or religious toothy P(1) P(1) P CUP N Ghrary, minsourn P P P P SPR Park or recreation (acilily(ouldoor) P P P P P Commercial recrealion/heaLLh/filuess('mdood CUP CUP N N P School P (1) P (1) P CUP N Studio P (3) P P CUP N TYlcator, cinema or performing arts P P P N N General Fehl P (3) P P P (2) N Grocery, food market P (3) P P (1) P (9 N Ealing eslablishrnen( P (3) P P P (2) N Auto or motor vehicle sales N N CUP N N SERVICE GENERAL Autoormatorvchidoscrvim N N CUP N N Banquctfadlity/Catering-subjrctto41.199.1 oftho SAMC CUP (1) CUP (1) CUP (1) N N _ _ __ _ __ __ _ _ __ p{p.) R R Nj6 N ire Unvarc center " - ---. -'- "-.-�.`ry P (1) P P Coup IV Hutel, exNuding transient residential Intel and Iona -term ty P P P N N Personal services P (3) P P P (2) N Personal cervices - restricted N N CUP CUP N Bank, financial scrviccs P (3) P P N N Chifir, uigcntram N N P N N Doctor, dentist, chiropractor office P (1) P P N N Professionalradminlstrative/aervicx office P (1) P P P (2) IV Parking facility- public or ubrurnercial (stand-alone pad<ing structures arc prdinnotod) (4) P P SPR N N Transit station or Germinal P P P N SPR Pubic utility structure, excluding wireless communication Facilities N N N CUP SPR Any Shuctme Overthree (3) stories- in height SPR SPR SPR SPR SPR Businesses operating be(ween 12 am and J am CUP CUP CUP CUP N Alcoholic beverage sales or consumption cup CUP CUP CUP N Adult business N N N N N Light or heavy industrial N N N N N Ill use cuffirtam only on accord or upiLcrtli orbuhindobl or nro ground ilex Fur. P Usc is pernittod uffouttri, compliance orn all apprrdbleprovisions of IDv .Tanta Ana Municipal and (t) Parmltted use as part of a vertical reel use program, with upperfloor residantial WC Use is permitted subi,tto the approval of a land Use Qrllflrate (3) Permitted only as part of a mixed use pmleltvath a commercial or resldenllal component CUP LLac Is perrnlllr:d SuEjrIX I le the approval of a Condllional Usn Permit (4) Pa Ming To it a- musf(nml A v rour M1u l Id l rig fe i sYnndanfs art Use Is permitted sutreat to the approval of a Site Plan Review r it N,ylnot perniltNd In districtGity 2�2n23 octobar 2014 EXHIBIT A Fi C[rr 3-3 f CHAPTER 7, Administration and Implementation n Accounting, a unit ng a net bookkoo pi n g or, n Advertising agencies n Attorneys Business associations, chambers of commerce Commomial art and design services n Construction contractors (ofrice facillCies only) n Counseling services » Court reporting services » Detective age n c l as a n d a on l Is r services Design services including architecture. engineering, landscape ap:hltoctum, urban planning » Educational, scientific and research organizations » Financial management and in vestment counseling » Literary and talent agencies » Management and public relations services n Media postproduction services • News serviCCS n Photographers and photography studios » Political campaign headquarters » Psychologists » Secretarial, stenographic, word processing, and temporary clerical employee services Security and commodity brokers » Writers and artists offices Pasco: a public place or path designed for walking; promenade. Pedestrian -friendly: The practice of addressing the needs of people, once act of their autnrnobiles, through a series of Interdependent urban design and streetscape principles (e.g., wide sidewalks, street trees and shade, on -street parking, outdoor dining, invitingstorefronts, the feeling of being in an 'outdoor mom', short eressavalk distances, interconnected and short blocks). Personal services: Establishments providing non -medical services to individuals as a primary use. Examples of these uses include: » Barber, nail salons and beauty shops a Clothing rental » Dry cleaning pick- up stores with liri equipmunt n Home electronics and small appliance repair n Locksmiths • Pet grooming with no boarding • Shoe repair shops n Tailors These uses may also include accessory retail sales of products related to the services provided. Personal services - restricted: Personal services that may tend to have a blighting and/or deteriorating effect upon surrounding areas and which may need to be, dispersed to minimize their adverse impacts. Examples of these uses include, Laundromats (self-service laundries), which shall comply with the development and performance standards set forth in Section 41-199 of the SAMC » Massage establishments (licensed, them poutl c) as defined on Soction 41-1751� of the SAMC. Massage establishments shall comply with Article XVII.I of Chapter 41 of the SAMC. Pawnshops Planter: The layer of the streetscape which accommodates street trees. Planters may be continuous or individual according to the Thoroughfare and location within the neighborhood. Podium: A continuous raised platform supporting a building, or a large block of two or three stories beneath a multi -layer block of a smaller area. Porch: sop `Frontage Types' Religious facility: see 'Community Assembly' Residential development: The addition of new residential units or the conversion of apartments to condominiums. Residential unit: Any singlo-family home; any separate occupancy unit in a two-family or multifamily dwelling building; any live -work unit, and any other structure designed for human occupancy which contains a kitchen. However, this excludes any other building or structure designed or Intended to be occupied or used for business or commercial purposes, such as sleeping rooms in hotels and motels without kitchens or kitchen facilities. Rowhcuse: See 'Building Types' Setback: The area of a lot measured from a lot line to a building facade or elevation that must be maintained clear of permanent structures excepting galleries, fences, garden walls, arcades, porches, stoops, balconies, bay windows, and terraces which are permitted to encroach into the setback subject to the standards established in Chapter 3 of this Specific Plan. Shared parking (joint use or park -once policy): An accounting for parking spaces that are available to more than one function. The requirement Is based on a range of parking demand found in mature, mixed -use centers. The shared parking ratio \,arias according to multiple functions In close proximity unlikely to require the spaces at the same time. This approach to parking uses the following types of parking in combination to achieve a balanced and distributed supply of parking, off-street (surface lots and garages), on -street (parallel and diagonal). Shopkeeper: A unit that contains space on the ground floor for use and operation by a retail merchant or tradesman along with residential space on the upper floors) that can be occupied by the same shop operator or a different resident The residential and commercial components oath have soparatc, dedicated entrances. See also'Live-Work Shopfront: See 'Frontage Types Single family dwelling: A residential building containing one or more habitable rooms with only one kitchen, designed for occupancy by one independent household unit with common access to, and common use of all living, kitchen and bathroom areas. Stacked Dwellings: See Building Types Stoop: See `Frontage Types' Story: A habitable level within a building from finished floor to finished ceiling. Attics and basements, as defined by the California Building Code (CBC) are not considered a story for the purposes of determining building height and are subject to the applicable requirements of this code and the CBC, except for when the finished floor level directly above a basement or cellar is more than six feet above grade, such basement or cellar shall be considered a story. Streetscape: The urban element that provides the major part of the public realm as well as paved lanes for vehielue. A structseapc is endowed with two attributescapacity and context Capacity is the number of vehicles that can move safety through a segment within a given time period. It is physinally manifested by the number of lanes and their width, and by the curb radius. Studio: A workplace of one or more individuals who are engaged in the production of art, such as fine and fiber arts, lithography, calligraphy, photography, music, dance and the performing arts. Galleries, not to exceed 50 percent of the floor area, are permitted as an ancillary use. Any regulated usq as defined on Section 41-191 of the SAMC is not allowed. Uses meeting the definition of artisan/craft product manufacturing shall be, deemed an artisan/craft product manufacturing use. Tandem parking stall: Two or more parking spaces arranged ono behind the other. Thoroughfare: A vehicular way incorporating moving lanes and parking lanes (except alleys/lanes- which have no parking lanes) within a right-of-way. Traffic calming: A set of techniques which serves to reduce the speed of traffic. Such strategies include lane -narrowing, on -street parking, chicanes, yield points, sidewalk bulgrouts, speed bumps, surface variations, mid -block deflections, and visual dues. Traffic calming is a retrofit tech niq Lie unnecessary when thoroughfares are correctly designed for the appropriate speed at initial construction. Transit -oriented development: Compact, higher intensity development that Includes uses supportive to transit; i.e.. residential uses that increase ridership and Lransil efficiency or commercial uses that serve transit users. Its structure creates nodes at an efficient spacing for mass transit. These nodes are nneed- use areas limited in extent by walking distance to the transit stop. Transition line: A horimntal line, the full width of a facade expressed by a material change or by a continuous horizontal articulation such as a cornice ora balcony. Tuck -Under Housing: See Building Types' Zaguan: A covered pedestrian passage between courts of one to two rooms in depth and one story in height. City Council 6-116 2/7/2023 October 2014 7-5 TRANSIT .ZONING CODE Uses Permitted Sec. 41-2007. Uses Permitted. (a) Allowable Land Use Types. A parcel or build- ing within the Specific Development area shall be occupied by only the land uses allowed by the table entitled Use Standards (hereinafter Use Standards Table) within the zone applied to the site by the Regulating Plan. (b) Garage sales are allowed In compliance with Section 41-193. (c) Temporary outdoor activities are allowed in compliance with Section 41-195.5. (d) Youth amusement rides are permitted in con) El fiance with Section 41-366 for C1 districts. (e) Drive -through facilities shall not be permit- ted. Sec. 41-2008. Operational Standards. (a) All property shall be maintained in a safe, sanitary and attractive condition Including, but not limited to, structures, landscaping, parking areas, walkways, and trash enclosures. (b) All business activities shall be conducted and located within an enclosed building, except as allowed by Section 41-195 of the SAMC and except that the following business activi- ties may be conducted outside of an enclosed building: (1) Newsstands (2) Flower Stands (c) There shall be no manufacturing, processing, compounding, assembling or treatment of any material or product, other than that which is clearly incidental to a particular retail and ser- vice general enterprise, and where such goods are sold on the premises. (d) There shall be no work inside of a structure that generates noise that exceeds 60 d6 CNEL measured at the exterior wall of the unit. (e) Storage of goods and supplies shall be lim- ited to those sold at retail on the premises or utilized in the course of business. (f) Public utility structures, including electric distribution and transmission substations shall be screened by a solid wall at least eight (8) feet high, except as restricted by Sections 3645, 36-46, and 36-47. (g) Any activity permitted shall be conducted n such a manner as not to have a detrimental effect on permitted adjacent uses by reason of refuse matter, noise, light, or vibration. (h) Small scale Industry uses shall require a solid mall or fence not less than eight (8) feet in height along any rear or side lot line. (i) All business activities, including, but not lim- ited to, compounding, processing, packaging or assembly of articles of merchandise and treat- ment of products shall be conducted within a completely enclosed building. No ancillary vehicle maintenance or repair shall be allowed on site. (j) Loading areas shall not be visible from streets. Loading areas not facing a street shall be setback at least thirty-five (35) feet from the property line. Table 2A - Use Standards Land Use Type Permit Required by Zone TIC I CDR I UN-2 I UN-1 eferto Keyto Zone Symbols table on following page forzone description and use notations RESIDENTIAL Live -Work Use/Joint living -working quarters P(2) P(2) P(2) P(2) CUP CUP Care Homes CUP CUP CUP CUP CUP CUP Single Dwelling -- -- -- --- P P Multi -Family Dwellings P(1) P(1) P(1) P(1) P P RECREATION, EDUCATION AND ASSEMBLY Community assembly P(1) P(1) P(1) P CUP CUP Health/fitness facility P P P P CUP -- Library,museum P P P P P CUP Schools P(1) P(1) P(1) P CUP CUP Studio P P P P CUP CUP Theater, cinema or performing arts P P P P --- Commercial Recreation (indoor) CUP CUP CUP -- --- -- RETAIL General retail, except with any ofthe following features P P P P P(2 -- - Floor area over 20,000 per tenant CUP CUP -- Eating establishments P P P P P(2) -- Auto or motor vehicle service -- -- P P --- -- SERVICE GENERAL Banquet facility/catering-sub. to 41. 199. 1(a) through (it) CUP CUP CUP CUP(1) --- -- -a g9a 9- P4e4 P43) P P LA"p) 66LC a 94. a 4 4;h4 -day Daycare center P (3) P (3) P P CUP CUP Adult day care center -subject to 41. 199.2 of the SAMC P(3) P(3) P P P -- Hotel,excl. transient residential hotel and l ang term stay P P P P -- -- Mortuaries, funeral homes -- -- CUP P -- -- Personal services P P P P P(2) P(2) Personal services - restricted -- -- CUP CUP CUP -- T"Too/Body Art Establishments - Subject to 41.1993 of ireSAM[ P P P 23 SPECIFIA0 IC PMENT 8II EXHIBIT IZ' ]; - 117 2/7/2023 City of Santa Ana, California WUses Permitted, eont'd Table 2A- Use Standards Permit Required by Zone Land Use Type VC CDR UN-Z UN-1 SERVI CES-BUST NESS-FI NAN CIAL-PROFESSIONAL Bank, financial services P P P P -- -- Business support service P P P P P(2) P(2) Clinic, urgent care -- -- CUP P -- -- Doctoo dentist, chi repractoa etc, office P( I) P(1) PU) P -- -- Extended care P P P P CUP -- Professional/administrative/service office P(1) Pry) P(1) P P(2) P(2) SMA LL SCALE I NDUSTRV Artisan/craft product manufacturing CUP CUP CUP -- CUP —- Furnitureandfixturemanufacturing, cabinet shop P(3) -- P(3) -- --- - - Laboratory- medical -analytical -- P(1) PU) P --- Manufacturing - light P(3) -- P(3) -- CUP —- Mediapruductiun- office or storefront type (no sound stage) P P P(1) -- --- -- Printing and publishing -- P(1) P -- --- -- Research and development P (3) -- P (3) -- CUP -- TRANSPORTATION, COMMUNICATION, INFRASTRUCTURE Helistops CUP CUP -- -- -- -- Parkingfacility- public or commercial P P P P -- -- Transit station or terminal NP -- -- CUP -- -- Public utility structure, excluding wireless can ica- tion facilities -- -- -- -- CUP -- MISCELLANEOUS Any structure overfour (4) stories in height SPR 5PR SPR SPR .SPR -- Businesses operating between 12 and ] am CUP CUP CUP CUP CUP CUP Alcoholic beverage sales or consumption CUP CUP CUP CUP CUP -- to Zone Symbols Transit Village Corridor Downtown Urban Neighborhood 2 Urban Center UN-1 Urban Neighborhood 1 Key (1) Use permitted only on second or upper floors, or behind retail or ser- vice ground floor use. (2) Permitted only as part of a vertical mixed use project, with upper floor residential (3) Permitted only as part of a mixed use project with a commercial or residen- tial component P use is permitted subject to compliance with all appli- cable provisions the Santa Ana Municipal Code LUC use is permitted subject to the approval of a Land Use Certificate. CUP use is permitted subject to the approval of a Conditional Use Permit. SPR use is permitted subject to the approval of Site Plan Review. -- use not permitted in particular macs. (k) No business activity that generates noise or vibration shall bemnducted between SO( p.m. and 7:00 a.m. Monday through Friday and 8:00 p.m. and 10:00 a.m. Saturday and Sunday. (I) Operational standards for automobile servicing, (1) No automobile servicing shall be con- ducted before 7:00 a.m. or after 8:00 p.m. Monday through Friday and before 10:00 a.m. or after 8:00 p.m. Satruday and Sunday. (2) All work shall be conducted inside an enclosed structure. (3) Outdoor or overnight vehicle storage is not permitted. City Council 6 —118 2R/2023I14G CODE 24 SPECIFIC DEVELOPMENT 84 City of Sant. Ana, Califorma TRANSIT ZONING CC) D E :Definitions, cont'd Light Manufacturing: The manufacture or assembly of products from previously treated material where no impact is created to the adjacent uses and no hazardous .materials are used In the production of such products. The maximum number of employees shall be 10. Examples oflight manufacturing include: athletic equipment bakeries carnera, photo equipment clothing electronics musical instruments optical goods woodworking (limited) Lined Block: See 'Building Types' Live/Work: See 'Building Types' Lot Width: The frontage of a parcel which is used to identify the parcel for street address purposes. Media production: An establishment dedicated to the production ofvisual and audio mass media, including television, films, videos, video games, mobile devices, internet and digital Interactive media, but excludes magazines, newspapers,and periodicals. Mixed -Use Building: A structure lawfully containing residential and non-residential uses. Multi -Family Building: A residential structure lawfully contain ing two or more dwell- ing units. Net Developable Area: The private area defined by blocks which is not to remain for public uses such as Plazas, Greens, Squares, Thoroughfares or Streetscapes. Office: These do not include medical offices. (see Clinic, Urgent Care,' and "Doctor, dentist, chiropractor, etc. office.') 1. Service. Establishments providing direct services to consumers. Examples ofthese uses include employment agencies, insurance agent offices, real estate offices, travel agencies, utility company offices, elected official satellite offices, etc. This use does not include 'Bank, Financial Services," which is separately defined. 2. Administrative. office -type facilities characterized by bigh employee densi- ties, and occupied by businesses engaged in information processing, and other computer -dependent or telecommunications -based activities. Examples of these uses include: airline, lodging chair, and rental car company reservation centers, not Including retail travel agencies computer software and hardware design and development Consumer credit reporting data processing services health management organization (HMO) offices where no medical services are provided insurance claim processing all order and electronic commerce transaction processing telecommunications facility design and management telemarketing 3. Professional. Office -type facilities occupied by businesses that provide professional services, or are engaged In the production of intellectual property. Examples ofthese uses include: accounting, auditing and bookkeeping services advertising agencies attorneys business associations, chambers of commerce commercial art and design services construction contractors (office facilities only) counseling services court reporting services detective agencies and similar services design services including architecture, engineering, landscape architec Lure, urban planning educational, scientific and research organizations financial management and investment counseling literary and talent agencies management and public relations services media postproduction services nows services photographers and photography studios political campaign headquarters psychologists secretarial, stenographic, word processing, and temporary clerical employee services security and commodity brokers writers and artists offices Pasco: a public place or path designed forwalking, promenade. Pedestrian First: The practice of addressing the needs of people, once out of their automobiles, through a series of interdependent urban design and streetscape principles (e.g., wide sidewalks, street trees and shade, on -street parking, outdoor dining, inviting storefronts, the feeling of being in an 'outdoor room', short cross- walk distances, interconnected and short blocks). Pedestrian Shed: An area defined by the average distance that may be traversed at n easy pace from its edge to its center in approximately 5 minutes. This distance isused to determine the size of a neighborhood. This dimension averages one quarter of a mile or approximately 1,400 feet for generally that terrain. Personal Services: Establishments providing non -medical services to individuals as a primary use. Examples ofthese uses include: barber, nail salons and beauty shops clothing rental dry cleaning pick-up stores with limited equipment home electronics and small appliance repair locksmiths pet grooming with no boarding shoe repair shops tailors These uses may also include accessory retail sales of products related to the ser- vices provided. Personal Services- Restricted: Personal services that may tend to have a blighting and/or deteriorating effect upon surrounding areas and which may need to be dis- persed to minimize their adverse impacts. Examples ofthese uses include: laundromats(self-service laundries). Laundromats shall comply with the devel- opment and performance standards set forth in Section 41-199. massage estabHshinems (licensed, therapeutic) as deemed on Section 41-17514 of the SAMC Masaage establishments shall comply with Article XVIIS of Chapter 41 ofthc SAMC. pawnshops Planter: The layer of the streetscape which accommodates street trees. Planters may be continuous or individual according to the Thoroughfare and location within the neighborhood. Podium: A continuous raised platform supporting a building, o a large block of two or three stories beneath a multi -layer block of a smaller areas Porch: see 'Frontage Types' Private Frontage: The privately Field layer between the frontage line and the prin- cipal building facade. The structures and landscaping within are held to specific standards. The variables of Private Frontage are the depth fthe setback and the combination of architectural elements such as fences, stoops, porches and galley- . These elements Influence social behavior in the public realm. The Frontage layer may overlap the public streetscape in the case of awnings, Galleries and Arcades. Research and Development: A quasi -industrial facility where creative work is undertaken on a systematic basis in order to increase the stock of knowledge gen- erally in the fields of medicine, scientific instruments, safety- critical mechanism or high technology. These facilities may Include pilot plant operations as an ancillary use, which shall not exceed 25 percent of the floor area. A facility providing full scale production shall be deemed a manufacturing use. Rowhouse: See 'Building Types' Setback: The area ofa lot measured from a lot line to a building facade or elevation that must be maintained dear of permanent structures excepting galleries, fences, garden walls, arcades, porches, stoops, balconies, baywindows, and terraces which are permitted to encroach into the setback subject to the standards established in Division 3 ofthis Article. Shared Parking (Park -Once Policy): An accounting for parking spaces that are avail- able to more than one function. The requirement is based on a range of parking - demand found in mature, mixed -use centers. The Shared parking ratio varies according to multiple functions in close proximity unlikely to require the spaces at the same time. This approach to parking uses the following types of parking in combination to achieve a balanced and distributed supply of parking: off-street (surface lots and garages), on -street (parallel and diagonal). Shopfront see'Frontage Types' Stacked Dwellings: See 'Building Types' Stoop: see'Frontage Types' Story: A habitable level within a building from finished floor to finished ceiling: Attics and basements, as def red by the California Building Code (CBC) are not considered a story for the purposes of determining building height and are sub- ject to the applicable requirements ofthis code and the CBC, except for when the finished floor level directly above a basement or cellar is more than six feet above settle. such basement or cellar shall be considered a stars. 7-3 TRANSIIC ftef)UnCil4 6-119 2/7/2023 SPECIFCity ofSanta Ana, California EXHIBIT C 4.1 LAND USES The MEMO Overlay Zone sets forth specific uses to be allowed within each district, as shown in Table 3, subject to a MEMO Site Plan Review approval by the Planning Commission. Any use that is not specified as permitted or conditionally permitted within the MEMU Overlay Zone is prohibited unless a determination is made by the Executive Director of Planning that the proposed use is compatible with the overall intent and character of the MEMO Overlay Zone as specified in Section 41-601(c) of the Santa Ana Municipal Code (SAMC). 3: Permitted Land Uses ,"Ap The alloviable uses are established by letter designations as follows: NeighborhoodTable Transitional District CenterVillage � Prohibited UrbanActive District • District* Ut C Land Use Certificate required o— 0 o� r 4 y 0 Special Provisions (references to other a:� y � � applicable code sections or O limitations) zJ a Residential Uses Live/Work Units P P P N Subject to Sec. 4.L2 of this division Multiple -Family Residential P P P N Subject to Sec. 4.1.3 of this division Non -Residential Uses Art galleries and studios including, but not limited to: photography; fine art; fiber art; printing, lithography, and P P P P calligraphy; ceramic and pottery; glass blowing and sculpting Eating establishments, (cafes, restaurants) I P I P I P I P I CUP for liquor sales, after hours operation Bakeries I P I P I P I P Retail and Service uses I P I P I P I P Medical and Dental offices P P P P Professional, administrative and business offices P P P P 6""' ease f -'"`-rDavcare centers P P P P Gymnasiums and health clubs N P P CUP Hotels N P P CUP Indoor/outdoor entertainment N P P P As defined in Chapter 41 of the SAMC Religious Institutions CUP CUP CUP CUP Schools N P P N Massage establishments N CUP CUP N Subject to Article XVII.I of Chapter 41 of the SAMC Tattoo establishments N P P N Subject to Sec.41-199.3 of the SAP.1C Temporary outdoor activities LUC LUC LUC LUC Subject to Sec. 41-195.5 of the SAMC Theaters and cinemas N P P P Use/Operational Standards Drive thr Public Works Agency www.santa-ana.org/public-works Item # 10 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report February 7, 2023 TOPIC: Park Maintenance Sports Field Renovation Schedule AGENDA TITLE Receive and File Citywide Field Renovation Schedule RECOMMENDED ACTION Receive and File Citywide Field Renovation Schedule for 2023 to 2024 informational report. DISCUSSION In May 2022, the City Council approved the Park's Master Plan (PMP) to guide the City's investment in parks, recreation facilities, trails, open spaces, programs, and events over the next ten years. A key component of the PMP is managing and maintaining Santa Ana's parks and recreation assets through good stewardship. The Public Works' Parks, Facility, and Fleet Division is responsible for the maintenance of six soccer fields and 35 baseball fields. Sports fields support recreation programs and social gatherings for all park patrons. Our goal is to maintain the open park space in excellent condition for recreational purposes to our residents and visitors. The sports fields require preventative maintenance to provide safe, green, and playable grounds. The citywide renovation schedule closes the fields to allow the turf to recover from usage and provides the City the opportunity to aerate, re -seed, and allow time for the seed to germinate; thus providing optimal playing conditions (Exhibit 1). To develop the schedule, staff evaluated the location, type of sports field, and best time of year to allow the turf to thrive. We coordinated with our joint -use agreements and other user groups to reduce the impacts of field closures. Our goal is to alternate the annual renovations cycle to not impact the same league or sport consistently. ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT There is no fiscal impact associated with this action. City Council 10 — 1 2/7/2023 Receive and File Park Maintenance Sports Field Renovation February 7, 2023 Page 2 EXHIBIT(S) 1. Field Renovation Schedule 2023-2024 Submitted By: Nabil Saba, P.E., Executive Director— Public Works Agency Approved By: Kristine Ridge, City Manager City Council 10 — 2 2/7/2023 EXHIBIT 1 �& Sports Field Renovation Schedule 2023-2024 Park Site District Proposed Renovation Dates NOTES: 1 Windsor 4 January 9, 2023 - March 13, 2023 Work delayed one week due to rain. 2 Jerome #1 4 January 16, 2023 - March 13, 2023 Work delayed one week due to rain. 3 Jerome #2 4 January 16, 2023 - March 13, 2023 Work delayed one week due to rain. 4 Jerome #3 4 January 16, 2023 - March 13, 2023 Work delayed one week due to rain. 5 Bomo 3 February 20, 2023 - April 17, 2023 6 Lillie King 3 May 1, 2023 -July 3, 2023 7 Memorial #1 3 May 30, 2023 - August 7, 2023 8 j Memorial #2 3 May 30, 2023 - August 7, 2023 9 Memorial #3 3 May 30, 2023 - August 7, 2023 10 Memorial #4 3 May 30, 2023 - August 7, 2023 11 Angels 1 June 5, 2023 - August 14, 2023 12 Campesino 1 July 5, 2023 - September 13, 2023 13 Centennial 45 4 July 5, 2023 -September 6, 2023 14 Centennial #6 4 July 5, 2023 -September 6, 2023 15 Griset Park 3 July 12, -September 11, 2023 16 Riverview 41 1 July 10, 2023 - September 11, 2023 17 Riverview #2 1 July 10, 2023 - September 11, 2023 18 Riverview #3 1 July 10, 2023 - September 11, 2023 19 Riverview 44 T-Ball 1 July 10, 2023 - September 11, 2023 20 Adams 3 July 31, 2023- October 2, 2023 21 Delhi Soccer Field 3 August 1, 2023 - October 9, 2023 22 Delhi Baseball Field 3 August 1, 2023 - October 9, 2023 23 Santiago Ball Diamond 2 September 5, 2023 - November 6, 2023 24 Santiago K-9 2 September 5, 2023 - November 6, 2023 25 El Salvador N Field 1 September 11, 2023 - Novermber 20, 2023 26 El Salvador S Field 1 September 11, 2023 - Novermber 20, 2023 27 El Salvador T-Ball 1 September 11, 2023 - Novermber 20, 2023 28 Morrison 1 October 2, 2023 - December 4, 2023 29 Rosita 1 October 30, 2023 - December 11, 2023 30 Portola 2 October 9, 2023 - Decembe 11, 2023 31 Heritage 4 October 16, 2023 - December 18, 2023 32 Cabrillo 3 November 6, 2023-January 8, 2024 33 Thornton #1 4 December 4, 2023 - February 5, 2024 34 Thornton 42 4 December 4, 2023 - February 5, 2024 35 Thornton Practice Field 4 December 4, 2023 - February 5, 2024 36 Madison #2 3 December 11, 2023 - February 13, 2024 37 1 Madison #3 T-Ball December 11, 2023 - February 13, 2024 38 1 DYSF Field #1 4 No date. To be converted to a synthetic field. 39 1 DYSF Field #3 4 No date. To be converted to a synthetic field. *Dates subject to change due to unforeseen conditions or special circumstances. City Council 10-3 2/7/2023 Public Works Agency www.santa-ana.org/public-works Item # 11 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report February 7, 2023 TOPIC: Trash Enclosure Update AGENDA TITLE Receive and File Trash Enclosure Update RECOMMENDED ACTION Receive and file Trash Enclosure Update informational report. DISCUSSION At the January 17, 2023 meeting, the City Council approved an appropriation adjustment to recognize State of California Resources, Recycling & Recovery (CalRecycle) Senate Bill (SB) 1383 Local Assistance Grant Program grant funds in the amount of $435,450.00 in the PWA Refuse Enterprise. SB 1383 requires implementation of organics recycling by customers that generate a specified amount of organic waste utilizing a separate container. This grant provides funding specifically for SB 1383 program implementation, including personnel for technical assistance and fieldwork, in addition to public education, outreach, and organics equipment. Section 41-623 of the Santa Ana Municipal Code (SAMC) requires trash enclosures as part of new commercial or industrial development, new residential development consisting of three or more units, or when certain specifications are met in the improvement or expansion of existing buildings (Sections 41-681.1 through 41-681.4 of the SAMC). The Planning and Building Agency does not require or enforce the construction of trash enclosures outside of these requirements. CalRecycle does not mandate that all trash and recycling containers be located in a trash enclosure. Public Works Agency (PWA) staff has confirmed that there are no grant funds available for multifamily customers who choose to modify their trash enclosures to accommodate SB 1383 containers. FISCAL IMPACT There is no fiscal impact associated with this action. Submitted By: Nabil Saba, P.E., Executive Director— Public Works Agency City Council 11 — 1 2/7/2023 Receive and File Trash Enclosure Update February 7, 2023 Page 2 Approved By: Kristine Ridge, City Manager City Council 11 — 2 2/7/2023 Community Development Agency www.santa-ana.org/community-development Item # 12 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report February 7, 2023 TOPIC: Housing Division Quarterly Report AGENDA TITLE: Quarterly Report for Housing Division Projects and Activities for the period of October 1, 2022 to December 31, 2022. RECOMMENDED ACTION Receive and file the Quarterly Report for Housing Division Projects and Activities for the period of October 1, 2022 to December 31, 2022 DISCUSSION This report for the quarter ending on December 31, 2022 provides statistics for all of the affordable housing projects and activities for the Housing Division. The report is divided into seven sections: Loan Activity, Loan Portfolio Management and Monitoring, Density Bonus Housing Agreements, Development Impact Fee Deferral Agreements, Rent Stabilization, Affordable Housing Funds and Commitments, and Development Projects. Loan Activity implications The Housing Division offers several different programs including down payment assistance for first-time homebuyers, and rehabilitation grants for mobile homes and single-family homes. Inquiries are received from the public and applications are mailed out, received, and approved for these programs on a continual basis. Table 1 shows the number of inquiries, and applications sent out, received, and approved by type for the quarter and for the total fiscal year: Table 1: Applications Sent Out, Received & Approved Inquiries Applications Applications Applications Program Sent Out Received Approved Q2 Total Q2 Total Q2 Total Q2 Total FY FY FY FY Residential Rehabilitation 10 80 0 50 0 25 14 14 Grant Program City Council 12 — 1 2/7/2023 Housing Division Quarterly Report February 7, 2023 Page 2 Homeownership / Down Payment Assistance 65 96 65 96 3 8 3 6 Program Loan Subordinations 0 0 0 0 0 0 0 0 The number of applications received is typically lower than the number of applications sent out in any given period due to the stringent program guidelines for eligibility regulated by the federal government, which makes it difficult for most applicants to qualify. The City of Santa Ana's Residential Rehabilitation Grant Program is designed to improve and preserve affordable housing through the use of federal Community Development Block Grant (CDBG) funds. The Program is administered by Habitat for Humanity of Orange County on behalf of the City. The program provides grants of up to $25,000 for eligible home repairs for low-income homeowners at or below 80% of the Area Median Income (AMI) as defined by the U.S. Department of Housing and Urban Development (HUD). Eligible activities include the repair, replacement, and/or installation of major systems including plumbing, heating, electrical, windows, roof, paint, and handicap accessibility. A total of one (1) rehabilitation project has been completed during this quarter. Down Payment Assistance Loan Program Progress For the Down Payment Assistance Loan Program (DPAP), staff evaluates applicant eligibility and oversees underwriting to ensure compliance with program guidelines and requirements established by HUD. During this quarter, staff conducted three (3) down payment assistance virtual workshops via Zoom with a total of 73 attendees. Three (3) down payment assistance loan applications were approved and two (2) closed escrow. One application will close escrow in early January. Staff conduct monthly workshops together with NeighborWorks of Orange County every second Tuesday of the month. In addition to these workshops, staff participated in two workshops with real estate professionals in collaboration with NeighborWorks of Orange County. In total, 34 professionals attended the workshops to get information on how to assist their clients with moving forward with the City's down payment assistance program. Loan Portfolio Management & Monitoring The Housing Division is responsible for managing the residential loan portfolio, which includes all of the loans entered into by the City and Housing Authority acting as the Housing Successor Agency. As of the end of the second quarter, the principal balance was $144,841,882. This is comprised of 344 loans, 319 of which are deferred or residual receipt payment loans. As shown in Table 2, the loan portfolio generated $369,210.43 in payments of principal and interest during the second quarter. The amount of residual receipts payments changes every quarter. City Council 12 — 2 2/7/2023 Housing Division Quarterly Report February 7, 2023 Page 3 Table 2: Portfolio Revenue Fundin Source HOME CDBG Redevelopment NSP CaIHOME Inclusionar Loan Payoffs $0 $0 $18,028.27 $0 $0 $0 Residual Receipts $285,586.49 $0 $37,689.00 $0 $0 $0 Payments Amortized Loan $1,335.45 $5,416.01 $20,955.21 $0 $200.00 $0 Payments Total for Q2 $286,921.94 $5,416.01 $76,672.48 $0 $200.00 $0 Monitoring As part of the requirements for these loans, staff must monitor the owner -occupancy of single-family homes that have received loans, and the building code compliance of units in rental projects with long-term affordability covenants. During this quarter, 54 owner - occupancy recertification letters were mailed and 45 were returned and processed. This number includes letters sent from previous months. Staff also conducted a total of 58 inspections during this quarter. Density Bonus Housing Agreements The California Density Bonus law allows developers proposing five or more residential units to seek increases in base density for providing on -site housing units in exchange for providing affordable units on site. To help make constructing on -site affordable units feasible, the law allows developers to seek up to three incentives/concessions and an unlimited number of waivers, which are variances from development standards that would help the project be built without significant burden and without detriment to public health. The first version of the Density Bonus Law was adopted in 1979 and has since been amended at various times. Recent revisions allow affordable housing developers to request incentives/concessions and/or waivers for 100-percent affordable developments, even if they do not require a numerical density bonus. Moreover, in early 2017, the law was amended to restrict the ability of local jurisdictions to require studies to "justify" the density bonus, and requests incentives/waivers and places the onus on local jurisdictions to prove that the incentives/concessions or waivers are not financially warranted. As of the date of this report, the City of Santa Ana has entered into the following Density Bonus Housing Agreements: Date of Developer or Housing Housing Development Affordable Units Agreement Development Address Metro East Senior Park, 415 Rental units restricted October 2018 aka, Santa Ana Senior 2222 E. First St. for Very Low Income and Associates Low Income or Senior Tenants First Point I & II 2110, 2114 and 2020 E. 547 Rental units restricted August 2018 Apartments, aka, Santa First St for Very Low Income and Ana Pacific Associates . Low Income Tenants The Rafferty, aka, QOZB 11 Rental units restricted November 2019 III, LLC 114 & 117 E. Fifth St. for Very Low Income Tenants City Council 12 — 3 2/7/2023 Housing Division Quarterly Report February 7, 2023 Page 4 Brandywine Acquisition 4 Townhomes restricted August 2022 Group 1814 & 1818 E. First St. for sale to Moderate - Income Buyers Development Impact Fee Deferral Agreements Development impact fees are a one-time charge to new developments imposed under the Mitigation Fee Act. These fees are charged to new developments to mitigate impacts resulting from the development activity and cannot be used to fund existing deficiencies. This means that for improvements that benefit existing as well as new development, impact fees can only pay for the portion of the improvement that benefits the new uses. Impact fees must be adopted based on findings of a reasonable relationship between the development paying the fee, the size of the fee, and the use of fee revenues. Development impact fees do not require voter approval and are commonly used by cities to address the impact of new development on schools, parks, transportation, etc. Prior to issuance of any building permits, the City currently requires the payment of various development impact fees. However, affordable housing developers may submit a written request formally requesting the deferral of specific development impact fees for their property pursuant to California Government Code section 66007. The City and owner then execute a Development Impact Fee Deferral Agreement to defer certain development impact fees applicable to the property and place a lien on the property to secure payment of these fees, which are due before the issuance of the certificate of occupancy or the final building check. As of the date of this report, the City has entered into the following outstanding Development Impact Fee Deferral Agreements that are pending payment: Date of Developer Housing Development Estimated Total Fees Agreement Address Due Santa Ana Pacific 2110, 2114 and 2020 October 2019 Associates & Santa Ana E. First St. $4,121,986 Pacific Associates II December 2021 Shelter Providers of 802, 809, 809'/2 East $510,000 Orange Count Santa Ana Blvd. July 2022 Washington Santa Ana 1126 &1146 E. $652,717 HousingPartners Washington Ave. Rent Stabilization (Previously Referred to as Renter Protections) Effective November 18, 2022, City Council adopted an amended Rent Stabilization and Just Cause Eviction Ordinance that included a number of changes. The amended Rent Stabilization and Just Cause Eviction Ordinance expands the administration and enforcement of renter protections for Santa Ana residents by establishing a rental housing board and a rental registry program. The amended Ordinance also includes additional petitions for tenants and landlords, voluntary mediation services, and other enhancements. The City has prepared user-friendly information on the Ordinance for both tenants and landlords on the City's webpage, including a detailed summary of changes to the City Council 12 — 4 2/7/2023 Housing Division Quarterly Report February 7, 2023 Page 5 Ordinance and answers to Frequently Asked Questions in English, Spanish and Vietnamese. Over the next several months, staff will be providing updates to tenants and landlords on the implementation of the amended Ordinance. Tenants and landlords are encouraged to sign up to receive the latest updates. During this quarter, staff and RSG fielded calls from the public and provided information and education to renters and property owners on the City's Rent Stabilization and Just Cause Eviction Ordinance. A breakdown of the number of inquiries is as follows: Month # of Inquiries October 2022 77 November 2022 54 December 2022 72 Total 203 The City requires that when changing the terms of a tenancy, an owner must submit proof of service to the City as evidence that the owner has complied with noticing requirements. A breakdown of the number of notices received is as follows: Month # of Notices October 2022 40 November 2022 53 December 2022 63 Total 156 The City regularly disburses important updates and information to Santa Ana residents. During this quarter, staff informed the public of programmatic updates via social media and email distribution lists, reaching a total of 132,435 Santa Ana residents. Available Funds and Land Assets for Affordable Housing Development Projects The City of Santa Ana and the Housing Authority acting as the Housing Successor Agency manages multiple sources of local, state and federal funds to develop affordable housing. Exhibit 1 provides a summary of the funds available as of December 31, 2022. Affordable Housing Opportunity and Creation Ordinance On -Site Development: Since 2011, a total of 33 units have been developed on -site as a result of the Affordable Housing Opportunity and Creation Ordinance, including 23 ownership units for -sale and 10 rental units: Units Built On -Site Ownership Rental Total 23 1 10 133 City Council 12 — 5 2/7/2023 Housing Division Quarterly Report February 7, 2023 Page 6 In -Lieu Fees Generated: All in -lieu fees, penalties and other monies collected pursuant to the Ordinance, including interest, are deposited into the Inclusionary Housing Fund. Since inception, the Inclusionary Housing Fund has generated $28,443,446 to be used for the development of housing affordable to low- and moderate -income households, with a reasonable amount spent on administrative or related expenses associated with the administration of the Ordinance. In -lieu fees generated have been used to develop new affordable housing opportunities, provide emergency shelter, and create homeownership opportunities. Below is a summary of how in -lieu fees have been used by the City: Project Inclusionary Housing # of Units Address Funds SPENT Santa Ana Arts $4,775,000 57 1666 N. Main Street Collective La Placita Cinco $1,300,000 50 2239 West 5th Street The Link Interim $4,140,295 N/A 2320 S Redhill Avenue Emergency Shelter Westview House $1,514,113 84 2530 and 2534 Westminster Avenue Habitat for Humanity $565,271 2 826 N. Lacy Street & "Lacy & Vance" 830 N. Lacy Street TOTAL $12,294,679 193 Project Inclusionary Housing # of Units Address Funds COMMITTED Habitat for Humanity $2,200,000 6 1921 W. Washington "Washington Street" Ave. WISEPIace Steps to Independence Public $90,000 N/A N/A Service Program Down Payment $1,250,000 N/A N/A Assistance WISEPIace PSH Pre- $484,000 48 1411 N. Broadway Commitment Loan TOTAL $4,024,000 54 During this quarter, no additional inclusionary housing In -lieu fees have been received. City Council 12 — 6 2/7/2023 Housing Division Quarterly Report February 7, 2023 Page 7 Affordable Housing Development Projects There are five (5) affordable housing projects under construction, and three (3) affordable housing projects in pre -development. Below is a brief summary and status - update for each project. Exhibit 2 provides a development timeline for each project. The most recent RFP for Affordable Housing Development was issued on December 8, 2021 and closed on February 28, 2022. WISEPlace Permanent Supportive Housing and Habitat for Humanity of Orange County were awarded pre -commitment letters. Projects under Construction Leqacv Square (609 N Spurgeon Street) Developer National Community Renaissance with Mercy House as the service provider New construction of a 100% affordable multifamily apartment complex Description consisting of 92 units of rental housing and one (1) manager's unit. All units will be affordable to households earning less than 60 /o AMI of which 33 units will be set -aside for permanent supportive housing. Authority Funds Eight (8) Project -Based Vouchers (PBVs) Construction is currently underway and on schedule. All units are in the finish stages on all floors, fire alarm fixtures are being installed, common areas' finish materials are being installed. The solar panels and roofing are completed. Landscape on the podium is complete. Patio wall on the ground Update floor are ongoing and getting ready for flatwork. Offsite demo is complete. All electrical meters have been released and waiting for SCE final installation and power to buildings. Fire has signed off on all floors and final inspection will take place once they have power. The estimated completion date is February 2023. North Harbor Village (1108 N Harbor Boulevard) Developer Jamboree Housing Corporation Description Acquisition and rehabilitation of a former motel yielding 89 units of permanent supportive housing. City / Authority CDBG ($1,687,047); Eight -nine (89) PBVs consisting of 34 HUD-VASH Funds PBVs and 55 non HUD-VASH PBVs. Construction is currently underway. Recent activities include replacing the fire sprinkler system, adjusting roof drains, CMU + Lattice work, coordination Update with neighbors for work alongside PL, setting the new stairs, framing on new community building, adding electrical to bldg. A, bldg. B, and bldg. C. Due to the additional construction work, the estimated completion date is May 2023. Westview House 2530 Westminster Avenue Developer Community Development Partners with Mercy House as the service provider Description New construction of an affordable multifamily apartment development consisting of 85 units of both large family and PSH units with one 1 City Council 12 — 7 2/7/2023 Housing Division Quarterly Report February 7, 2023 Page 8 manager's unit. Twenty-six of the units will be funded by Mainstream Program PBVs and Mental Health Services Act (MHSA) funds through the No Place Like Home NPLH program. City / Authority Inclusionary Housing ($1,514,113), HOME Investment Partnerships Funds Program ($2,003,705), Rental Rehabilitation Program ($386,523), and twenty-six 26 Mainstream Program PBVs Grading activities have been completed and concrete has been poured. A Update groundbreaking ceremony was held on November 2, 2022. The next project milestone is framing completion. Completion of the project is anticipated in February 2024. Crossroads at Washington 0126, 1136 and 1146 E Washington Avenue) Developer The Related Companies of California (TRCC) with A Community of Friends ACOF as co -developer and lead service provider New construction of a 100% affordable multifamily apartment complex Description consisting of 85 units of rental housing and one (1) manager's unit. All units will be affordable to households earning less than 30 /o AMI of which 43 units will be set -aside for permanent supportive housing. HOME Investment Partnerships Program ($3,007,489), Neighborhood City / Authority Stabilization Program ($1,637,420), sixty-five (65) year ground lease Funds agreement for 1126, 1136 and 1146 E. Washington Avenue (Appraised Value as of September 22, 2019: $4,108,136) and Fifteen 15 PBVs Building foundations were poured and framing began in November and Update December. Habitat for Humanit 826 N. Lacy & 830 N Lac Street Developer Habitat for Humanity of Orange County Description New construction of two single-family detached homes for homeownership serving households up to 120% AMI. City / Authority Inclusionary Housing ($565,271) and a 99-year ground lease agreement for Funds 416 Vance Street and 826 N. Lacy Street (Appraised Value as of Oct 25, 2018: $578,000 Construction is underway and foundations and underground utilities were completed in October 2022. A Framing Day Event was held on Friday, October 28, 2022. Many members of the community along with City staff attended the ceremony. In addition, there were over 50 volunteers from city Update staff and the community who came together to raise the walls on the homes. Following Framing Day, the site has been open, Wednesday through Saturday, to regularly scheduled volunteers. Volunteer opportunities will be offered throughout the duration of the build. Framing was completed by volunteers in December 2022. Projects in Pre -Development FX Residences 801, 809, 809 % E Santa Ana Boulevard Developer HomeAid Orange County, Inc. with Mercy House as the service provider City Council 12 — 8 2/7/2023 Housing Division Quarterly Report February 7, 2023 Page 9 Description New construction of an affordable multifamily apartment complex consisting of 16 units of permanent supportive housing, and one 1 manager's unit. City / Authority Housing Successor Agency ($1,656,947), three (3) PBVs, 99-year ground Funds lease agreement for 801 E. Santa Ana Blvd. (Appraised Value as of Oct 25, 2018: $788,000 Closing calls for current lenders of the project began in July 2022. HomeAid and the predevelopment team for FX Residences submitted for a 2nd plan check on the building plans in early October. The FX team will be submitting for a 3rd plan check in January 2023. The street improvement and Update underground plans were submitted at the end of October. Awaiting comments from Improvement/Encroachment plans from the city. HomeAid and Builder Captain City Ventures expect to pull permits by the end of the 1 sc quarter of 2023 and break ground on the project early in the 2nd quarter of 2023. Completion of the project is estimated by the 3'd quarter of 2024. WISEPIace Permanent Supportive Housinq (1411 N Broadway) Developer Jamboree Housing Corporation with WISEPIace as the co -developer and lead service provider Description Adaptive reuse and new construction of the WISEPIace building to provide 48 permanent supportive housing units, and one 1 manager's unit. City / Authority HOME -ARP ($5,256,327); Twenty-five (25) PBVs Funds The developer has obtained all of their soft funding commitments from the City of Santa Ana, Orange County Housing Finance Trust, and the County Update of Orange. The developer applied to TCAC for competitive 9% tax credits in June 2022. The project was officially awarded tax credits in September 2022. Jamboree and Y&M (the project architect) submitted for their first plan check in December 2022. Habitat for Humanity 0921 W Washington Avenue) Developer Habitat for Humanity of Orange County Description New construction of three duplexes / 6 homes for homeownership serving households up to 80 /o AMI. City / Authority Funds Inclusionary Housing Funds ($2,200,000) On November 15, 2022, the City Council authorized and approved issuance of a pre -commitment letter evidencing the preliminary award of $2,200,000 in Inclusionary Housing Funds for Habitat for Humanity (Habitat). In December 2022, Habitat submitted a Conceptual Site Plan and Project Description to the Planning and Building Agency to evaluate the project and Update determine if any discretionary action is needed, which will then inform whether the Sunshine Ordinance is triggered for a community meeting. In addition, Habitat submitted the Conceptual Site Plan, Project Description and Aerial view of the lot to the City's Permit Services to start the process of obtaining a Demolition Permit for the existing structure on the lot. Habitat also contracted with a demolition company and documentation has been submitted to SCAQMD. Notification from SCAQMD is pending. City Council 12 — 9 2/7/2023 Housing Division Quarterly Report February 7, 2023 Page 10 FISCAL IMPACT There is no fiscal impact associated with this action. EXHIBIT(S) 1. Available Funds for Affordable Housing Development Projects 2. Project Timelines Submitted By: Michael L. Garcia, Executive Director of Community Development Approved By: Kristine Ridge, City Manager City Council 12 — 10 2/7/2023 Exhibit 1 Available Funds for Affordable Housing Development Projects As of December 31st, 2022 Housing Successor Agency (Housing Authority) $4,998,457 Cash on Hand ($1,656,947) Frances Xavier Residence Project Pre -Commitment Loan' ($250,000) Administrative Costs Allowance 2 ($2,771,241) Administrative Costs Allowance for Future Fiscal Years 3 ($307,386) Crossroads at Washington Option Agreement Amendment 4 ($12,883) Crossroads at Washington Environmental Assessment Oversight 5 $0 Available Funds Inclusionary Housing Funds $13,987,528 Cash on Hand ($1,170,000) Down Payment Assistance Programs ($56,527) Lacy Street Project Grant 7 ($151,411) Westview House Loan 8 ($37,500) Westview House Project Cost ($11,544) WISEPIace Steps to Independence Program Agreement e ($2,200,000) 1921 W. Washington Project Pre -Commitment 13 ($484,000) WISEPIace PSH Pre -Commitment Loan 12 ($2,677,299) Administrative Costs Allowance (CDA/PBA) $7,199,247 Available Funds HOME Program $6,504,381 Funds to Drawdown ($300,749) Crossroads at Washington Loan 10 ($200,,371) Westview House Loan 3 $6,003,261 Available Funds to Drawdown HOME -American Rescue Plan Program (PSH Projects Only) $5,256,327 Funds to Drawdown ($5,256,327) WISEPIace PSH Pre -Commitment Loan 12 $0 Available Funds to Drawdown CDBG Program (Acquisition/Rehabilitation Projects Only) $4,690 Funds to Drawdown $4,690 Available Funds to Drawdown Rental Rehabilitation Grant Program $48,502 Cash on Hand 11 ($38,652) Westview House Loan s $9,850 Available Funds $13,217,048 Total Available Funds -,proved by Housing Authority on January 15, 2019. Additional S587,000 approved by Housing Authorityon December T, 2021. The Housing Successor Agency dies on available cash to fund the monitoring and cumpliance functions rdated to the former Redevelopment Agency's housing loans. Funds to be let card. for Amdinner, and monitoring require me no; due to unoenai any of future repayment revenues. Approved by Housing Authority on December 15, 2020. Additional $150,000 maximum approved by Housing Authentyon August 17, 2021 (2nd Amendment to Option Agreement). ' Approved by Housing 41 cry an J A, 20, 2021. ° $400000 onginallyappmved by Ci Counod on all 6,2018. Nine loans paid tarough end of 5eptember202t Additional$1 Zoo 000apprwed by Councl on Novemcard 2021. Approved by City Council/Housing Authority on March 5, 2010. Additional $333,777 approved by City Council on Apd16,2020. ° Approved by City Cqundl on May 17 2022. ° Approved by City Council on April 72020. Approved by City Cound on June 21, 2022. Old program available after dust out of program Wth HUD. m lPconlea n 15ormiM° anJune,1 rl 12 —11 2m2o23 on November 22 2022. 1=KC Wr111p: Current Affordable Housing Development Project Timelines Projects Under Construction Leaacv Sauare — 609 North Souraeon Street Aug 18 Santa Ana CDA Funding Application Dec 18 Applied for NPLH and SNHP Funds Jan 19 Santa Ana funding award Feb 19 Planning entitlements approved Feb 19 Applied for Round 4 AHSC Funding May 19 Award of SNHP funds Jul 19 Applied for Round 1 MHP Nov 19 Applied for State 4% tax credits Jan 20 Construction drawings (8-12 weeks) Feb 20 Apply for Round 5 AHSC funding May 20 Apply for 4% tax credits May 20 Plan check (12-16 weeks) Jun 20 Award of AHSC funds July 20 Award of 4% Tax Credits July 20 Award of Tax -Exempt Bonds May 20 Plan Check (12-16 weeks) Jan 21 Building permit issuance Feb 21 Construction closing/syndication Feb 21 Begin construction (24 months) Jul 21 Groundbreaking Ceremony Mar 22 Press Release announcing 5 Community Workshops for Lease Up information Apr 22 Framing complete May 22 Roofing to start July 22 Elevator Cab delivery Sept 22 Interior painting, and flooring &HVAC getting installed Oct 22 Production insulation and Building Inspection of the Community Room and Leasing Office Jan 23 Fire signed off on all floors, solar panels and roofing completed, all units in the finish stages. Landscape on podium complete Feb 23 Construction complete June 23 100% fully leased (4 months) North Harbor Village — 1108 N. Harbor Mar 19 Start of design development Mar 19 Applied to FHLBSF for AHP Financing ($890,000) Mar 19 Award of VASH Vouchers & City Loan by City Council (89 Vouchers and $1,687,047) Mar 19 Start environmental approval process with City of Santa Ana (CEQA/NEPA) Mar 19 Applied for Home Depot Grant ($500,000) Jun 19 CEQA / NEPA Approval — City of Santa Ana Jun 19 AHP Award Date ($890,000) Aug 20 Applied to HCD for MHP 1s' Round Funding ($13,316,412) City Council Page 1 of t2— 12 2/7/2023 1=KC W III 111p: Dec 19 Notified project did not receive 1 st Round MHP funding Feb 20 Applied to HCD for VHHP Funding ($10,000,000) Mar 20 Applied to HCD for MHP 2nd round funding Mar 20 Applied to OCHFT Financing ($2,292,920) May 20 Notified project did not receive 2s' Round MHP funding May 20 Received OCHFT funding award ($2,292,920) Jun 20 Received VHHP funding award ($10,000,000) Jun 20 Submitted Plans for Ministerial Design Approval Jun 20 Applied for CDLAC tax-exempt bond allocation ($24,000,000) Jul 20 Applied for TCAC 4% competitive state and federal tax credits ($9,896,911) Sept 20 CDLAC Allocation Nov 20 Ministerial Design Approval (upon completion of community meeting on 11 /4/2020) Oct 20 TCAC Allocation Oct 20 Start construction documents for rehab Nov 20 Submit first plan check Dec 20 Awarded Home Depot Grant Jan 21 Receipt of first plan check comments Jan 21 Submit second plan check Feb 21 Receipt of second plan check comments Feb 21 Submit third plan check Mar 21 Received permit ready Apr 21 Construction loan closing Apr 21 Pull Permits and start construction May 21 Site Demolition Dec 21 Work on mock up units begins Jun 22 Structural retrofitting and repairs July 22 Roofing and Framing Aug 22 Stock drywall & Inspections Aug 22 Gutter, Awning and Painting & installation of stairs Oct 22 OCHFT Loan finalized Apr 23 Interior refurbishments & finishes Apr 23 Complete Flooring Feb 23 Start of Lease up May 23 Construction Completion May 23 Final Cleaning Aug 23 Full occupancy Westview House — 2530 Westminster Avenue Oct 19 City of Santa Ana RFP submittal May 20 OC 2020 Supportive Housing NOFA Submittal Dec 20 OC 2020 Supportive Housing NOFA award Jan 21 City of Santa Ana PBV Award Jan 21 Construction/permanent debt commitments Jan 21 Receive Entitlements Jan 21 No Place Like Home application Mar 21 OCHFT application City Council Page 2 of t2— 13 2/7/2023 1WIC WIII 111p: May 21 OCHFT Award Jun 21 No Place Like Home commitment Sep 21 CDLAC/TCAC 4% application Dec 21 CDLAC/TCAC 4% award May 22 Close on construction financing Jun 22 Construction permits issued Jun 22 Construction start Nov 22 Groundbreaking Ceremony Dec 22 Grading activities completed and concrete poured Feb 24 Construction complete July 24 All units Leased Nov 24 Perm Debt Conversion Crossroads at Washington — 1126,1136 and 1146 E. Washington Avenue Aug 19 Submitted PSH application to County Oct 19 Submitted for Planning entitlements Oct 19 Community meeting Nov 19 Approval of Joint Powers Agreement, Option to Ground Lease, Voucher Resolution and Cooperation Agreement, and Regional Housing Needs Assessment (RHNA) Agreement and Density Bonus Dec 19 NEPA EA City Approval — City of Santa Ana submits NEPA EA to HUD Feb 20 PSH Funds and Voucher approval from County Board of Supervisors Feb 20 Planning entitlements approved Mar 20 TCAC 9% Application — 15t Round 2020 Jul 20 TCAC FCAA/9% Application — 211 Round 2020 Oct 20 TCAC FCAA/9% Award — 2"d Round 2020 Mar 21 Submitted OCHFT PSH NOFA Application May 21 OCHFT PSH NOFA Award Dec 21 Submit DTSC Equitable Community Revitalization Grant (ECRG) Pre - Qualifying Application Feb 22 Submit for 1st plan check Mar 22 DTSC approves draft Removal Action Workplan; draft Removal Implementation Plan under review Apr 22 DTSC ECRG Full Application Jul 22 DTSC ECRG Award Jul 22 City issues permit ready letter Jul 22 Construction finance closing/Start construction Nov 22 Building foundation complete Dec 22 Framing began Dec 23 Construction complete Apr 24 Full occupancy Habitat for Humanity — 826 N. Lacy Street & 830 Lacy Street May 20 DDA signed June 20 Prepare grading plans Oct 20 Prepare architectural plans City Council Page 3 of t2— 14 2/7/2023 Oct 20 Submit Neighborhood Review Application Feb 21 Final Approval from Historic French Park Committee Apr 21 Submit Site Review Application Dec 21 Submit grading/ Non -Priority WQMP Jan 22 Submit architectural plans May 22 Planning Commission Approval Jul 22 Grading permit issued Aug 22 Groundbreaking Aug 22 Building Permits issued Aug 22 Commence Grading Sep 22 Begin Foundation Construction Oct 22 Framing Ceremony/Framing Construction Begins Dec 22 Framing completed Aug 23 Anticipated Construction completion Aug 23 Certificate of Occupancy/Closings Projects in Pre -Development FX Residences — 801, 809, 809 % E. Santa Ana Boulevard Jan 19 Council approval for land lease and project funding Jan 19 Submittal of application for NPLH funding Feb 19 Confirm with City staff that project site can yield additional units under existing zoning Mar 19 Revise conceptual drawings for additional 5 units (17 total units, up from the original 12 units) Mar 19 SNHP funding application submitted to County Apr 19 City staff to review revised conceptual design Apr 19 Begin development agreement May19 Board of Supervisors meeting for SNHP funding Jul 19 Execute Development Agreement Jul 19 Formal awards letters for NPLH funding to be issued Aug19 Initial planning submittal Sept19 Sunshine Ordinance Meeting Mar 21 Planning Commission Meeting (ministerial approval of density bonus) Oct 21 Submit for first plan check Dec 21 City Council Meeting (ministerial approval of density bonus) Dec 21 City Council approval of additional $587,000 for construction costs Feb 22 Building permit submittal Mar 22 Received Is' set of comments back from Plan Check, consultants working on responses. Jul 22 FX Funding Closing Meetings begin, 2nd Building Plan Submittal Aug 22 Building and Grading comments being addressed Oct 22 Construction Funding Closing process is underway Dec 22 Dry closed funding for CalHFA/SNHP and City of Santa of Santa Ana Jan 23 Remaining construction funding loans will close Mar 23 Pulling of permits for project City Council Page 4 of t2 — 15 2/7/2023 1WIC WIII 111p: Mar 23 Construction Begins Nov 24 Anticipated Completion of construction Dec 24 Lease up units (3 months) WISEPlace Permanent Supportive Housing — 1411 N. Broadway May 19 Sept 19 Feb 20 Mar 20 Apr 20 May 20 Jun 21 Jan 22 Feb 22 Mar 22 Mar 22 Mar 22 Apr 22 May 22 May 22 May 22 Jun 22 Jun 22 Jun 22 Jun 22 Jun 22 Sept 22 Sept 22 Dec 22 Jan 23 Jan 23 Feb 23 Feb 23 Mar 23 Mar 23 Mar 23 Apr 23 Nov 24 Nov 24 Feb 25 Start of conceptual design development Applied to City of Santa Ana for Financing Notified not awarded City of Santa Ana Financing Applied to Orange County Housing Finance Trust (OCHFT) Financing Met with City of Santa Ana Planning Staff on entitlements Notified not awarded OCHFT Financing Met with City of Santa Ana staff to review revised conceptual plans Submitted Historic Resource Commission and entitlements application to City of Santa Ana Applied to City of Santa Ana for HOME -ARP Funding and PBVs City of Santa Ana Historic Resource Commission Approval Applied to OCHFT Financing Applied to AHP Financing Awarded City of Santa Ana for HOME -ARP Funding and PBVs Awarded OCHFT Funding City of Santa Ana Planning Commission Approval of entitlements City of Santa Ana Community Development Commission Approval of Funding and Density Bonus Agreement (DBA) Notified not awarded AHP Funding Applied to County of Orange for ARPA Funding City of Santa Ana City Council Approval of DBA Awarded County of Orange ARPA Funding Applied for TCAC 9% competitive federal tax credits TCAC Allocation Start construction documents Submit first plan check Receipt of first plan check comments Submit second plan check Receipt of second plan check comments Submit third plan check Receive grading permit and building permit ready letter Construction loan closing Pull Permits and start construction Site Demolition Start of lease up Construction Completion Full occupancy Habitat for Humanity — 1921 Washington Avenue Dec 21 Habitat for Humanity OC closed escrow on property Aug 22 Subsidy Approval from Community Development Commission Nov 22 Subsidy Approval from City Council City Council Page 5 of t2— 16 2/7/2023 1WIC WIII 111p: Dec 22 Submit Demo Permit Application Jan 23 Demo Permit Issued Feb 23 Submit Site Plan Review Application Feb 23 Begin Sunshine Ordinance Meetings Mar 23 Demo Completed Apr 23 Groundbreaking Ceremony May 23 Final Approval of Site Plan Review Application Jun 23 Submit Grading / Non -Priority WQMP Jun 23 Submit Architectural plans Jul 23 Planning Commission Approval Sep 23 Grading Permit Issued Sep 23 Commence Grading Oct 23 Building Permit Issued Oct 23 Begin Foundation Construction Dec 23 Framing Ceremony / Framing Construction Begins Dec 24 Anticipated Construction Completion Dec 24 Certificate of Occupancy / Closings City Council Page 6 of t2 — 17 2/7/2023 Finance and Management Services Agency www.santa-ana.org/finance Item # 13 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report February 7, 2023 TOPIC: Amend Blanket Order Contract with Home Depot AGENDA TITLE Amend Blanket Order Contract with Home Depot for Construction, Maintenance, and Repair Materials and Supplies to Extend Term for an Additional Four-year Period Ending December 31, 2026 (Specification No. 17-121) (General and Non -General Fund) RECOMMENDED ACTION Amendment blanket order contract with Home Depot for construction, maintenance, and repair materials and supplies to extend the term for an additional four-year period ending December 31, 2026, with provision for five subsequent one-year renewal periods exercisable by the City Manager in an annual amount not to exceed $252,000, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION On January 16, 2018, the City Council approved a blanket order contract with Home Depot for a five-year period, which ended on December 31, 2022. This blanket order contract is utilized by staff citywide for the procurement of construction, maintenance, repair, and related materials and supplies on an as -needed basis. It affords staff the ability to visit the local Santa Ana Home Depot store for essential construction, maintenance, and repair materials, including hardware, lumber, fasteners, and tools. They can also visit it for a variety of sundry supplies for immediate electrical, plumbing, and general repairs at various City buildings to ensure the City provides a consistent level of services, including areas such as park facilities, libraries, recreation and senior centers, Santa Ana Zoo, City Hall, Corporate Yard, Police Administration, and Holding Facility. Additionally, Home Depot's proximity offers a fast and efficient way for City employees to quickly obtain materials and supplies required for daily operations. To facilitate this process, an annual blanket order contract was established with Home Depot, a Santa Ana vendor. Home Depot was awarded a contract after competitive Request for Proposals (RFP) No. 16154 was conducted by Maricopa County and made available to other public agencies by OMNIA Partners Public Sector, a national cooperative purchasing program. Maricopa County has authorized an extension of their contract term through December City Council 13 — 1 2/7/2023 Amend Blanket Order Contract with Home Depot February 7, 2023 Page 2 31, 2026, with the option to further extend the contract for a maximum of five additional years. Santa Ana City Ordinance No. NS-2312 authorizes the City to purchase against contracts issued to vendors who have been awarded the same type of purchase contract by a state agency, county, city, or other public agency after a competitive bidding process substantially equivalent to the City's standard bidding process. This contract also offers the City a 2 percent rebate on annual pre-tax purchases up to $100,000 and a 5 percent rebate on annual pre-tax purchases exceeding $100,000. By leveraging the procurement power through cooperative purchasing, the City of Santa Ana is able to obtain nationally vetted, high quality products at competitive volume pricing, and is in accordance with the City's existing Purchasing guidelines. ENVIRONMENTAL IMPACT There is no environmental impact associated with the action. FISCAL IMPACT Funding for the contract through June 30, 2023 is included in the current year budget, within various departmental Miscellaneous Operating Expense accounts (no. 63001). Funding for future contract years, through December 2026, will be included in the proposed annual budgets for City Council consideration. EXHIBIT(S) 1. Maricopa County Amendment 1 to Contract No. 16154 Submitted By: Kathryn Downs, Executive Director — Finance & Management Services Approved By: Kristine Ridge, City Manager City Council 13 — 2 2/7/2023 EXHIBIT 1 SERIAL 16154 RFP MAINTENANCE, REPAIR, OPERATING SUPPLIES, INDUSTRIAL SUPPLIES, AND RELATED PRODUCTS AND SERVICES (U.S. Communities) Contract - Home Depot U.S.A., Inc. DATE OF LAST REVISION: November 21, 2019 CONTRACT END DATE: December 31, 2026 CONTRACT PERIOD THROUGH DECEMBER 31, 2144 2026 TO: All Departments FROM: Office of Procurement Services SUBJECT: Contract for MAINTENANCE, REPAIR, OPERATING SUPPLIES, INDUSTRIAL SUPPLIES, AND RELATED PRODUCTS AND SERVICES Attached to this letter is published an effective purchasing contract for products and/or services to be supplied to Maricopa County activities as awarded by Maricopa County on January 11, 2017 (Eff. 02/01/17). All purchases of products and/or services listed on the attached pages of this letter are to be obtained from the vendor holding the contract. Individuals are responsible to the vendor for purchases made outside of contracts. The contract period is indicated above. ��7y-A&-- Kevin Tyne, Chief Procurement Officer Office of Procurement Services SA/mm Attach Copy to: Office of Procurement Services Erick Blue, Facilities Management Beth Cressman, Facilities Management City Council 13 — 3 2/7/2023 ae CONTRACT PURSUANT TO RFP SERIAL 16154-REP This Contract is entered into this I I" day of January, 20t7 by and between Maricopa County ("County"), a political subdivision of the State of Arizona, and Home Depot U.S.A., Inc., a Delaware corporation ("Contractor") for the purchase of Maintenance Repair and Operating Supplies and Services. 1.0 CONTRACT TERM: 1.1 This Contract is for a term of Five (5) years, beginning on the 1" day of February, 2017 and ending the 31" day of December, 2024 2026. 1.2 The County may, at its option and with the agreement of the Contractor, renew the term of this Contract for additional terms up to a maximum of five (5) additional years, (or at the County's sole discretion, extend the contract on a month -to -month bases for a maximum of six (6) months after expiration). The Comity shall notify the Contractor in xTiting of its intent to extend the Contract term at least sixty (60) calendar days prior to the expiration of the original contract term, or any additional term thereafter. 1.3 CONTRACT COMPLETION: The Contractor shall make all reasonable efforts for an orderly transition of its duties and responsibilities to another provider and/or to the County. This may include, but is not limited to preparation of a transition plan and cooperation with the County or other providers in the transition. The transition includes the transfer of all records, and other data in the possession, custody or control of Contractor required to be provided to the County either by the terms of this agreement or as a matter of law. The provisions of this clause shall survive the expiration or termination of this agreement 2.0 FEEADJUSTMENTS: 2.1 Any request for a fee or rebate offering adjustment must be submitted sixty (60) days prior to the current Contract expiration. Requests for adjustment in cost of labor and/or materials not identified in the awarded proposal must be supported by appropriate documentation. If County agrees to the adjusted fee or rebate offering, County shall issue written approval of the change. The reasonableness of the request will be determined by comparing the request with the (Consumer Price Index) or by performing a market survey if the offering was awarded on a fixed price basis. 3.0 PAYMENTS: 3.1 As consideration for performance of the duties described herein, County shall pay Contractor the prices based on the discounts stated in Exhibit "A." or Task Order. 3.2 For non -procurement card transactions, Payment shall be made upon the County's receipt of a properly completed invoice. City Council 13 — 4 2/7/2023 SERIAL 16154-RFP 3.3 INVOICES (NON -PROCUREMENT CARD TRANSACTIONS): 3.3.1 The Contractor shall submit one (1) legible copy of their detailed invoice before payment(s) can be made. Incomplete invoices will not be processed. At a minimum, the invoice must provide access to the following information: Company name, address and contact • County bill -to name and contact information • Contract Serial Number or • County purchase order number Invoice number and date • Payment terms Date of service or delivery Quantity (number of days or weeks) Contract Itctn nurnber(s) Description of Purchase (product or services) • Pricing per unit of purchase • Freight (if applicable) • Extended price • Mileage w/rate (if applicable) • Arrival and completion Lime (if applicable) • Total Amount Due 3.3.2 Problems regarding billing or invoicing shall be directed to the using agency as listed on the Purchase Order. 3.3.3 Payment shall be made to the Contractor by Accounts Payable through the Maricopa County Vendor Express Payment Program. This is an Electronic Funds Transfer (EFT) process. After Contract Award the Contractor shall complete the Vendor Registration Form located on the County Department of Finance Vendor Registration Web Site (http://" ww.mai icopa.gov/Finance/V endors.aspx). 3.3.4 Discounts offered in the contract shall be calculated based on the date a properly completed invoice is received by the County (ROI). 3.35 EFT payments to the routing and account numbers designated by the Contractor will include the details on the specific invoices that the payment covers. The Contractor is required to discuss remittance delivery capabilities with their designated financial institution for access to those details. 3.3.6 Invoices are required to contain access to the following information: (Maricopa County Facilities Management) • Company name, address and contact • County bill -to name and contact information • Building Name and Building Number • Contract Serial Number or • County purchase order number • Maximo (FMD) service call number • Invoice member and date • Date of service or delivery • Description of Purchase (services performed) • Pricing per unit of purchase • Extended price • Arrival and completion time • Total Amount Due City Council 13 — 5 2/7/2023 SERIAL 16154-RFP 3.3.7 Discounts offered in the contract shall be calculated based on the date a properly completed invoice is received by the County (ROI). 3.3.8 Problems regarding billing or invoicing shall be directed to the using agency as listed on the Purchase Order. 3.3.9 Payment shall be made to the Contractor by Accounts Payable through the Maricopa County Vendor Express Payment Program. This is an Electronic Funds Transfer (EFT) process. After Contract Award the Contractor shall complete the Vendor Registration Form located on the County Department of Finance Vendor Registration Web Site (httn://www.maricona.eov/Finance/Vendors.asux). 3.3.10 EFT payments to the routing and account numbers designated by the Contractor will include the details on the specific invoices that the payment covers. The Contractor is required to discuss remittance delivery capabilities with their designated financial institution for access to those details. 3.4 PAYMENT RETENTION: (By Task Order/Project if required) 3.4.1 Ten percent (10%) of monies paid for Project Management and Project Labor earned by CONTRACTOR related to work under this agreement may be retained by COUNTY mitil Final Completion of the services if mutually agreed to for a specific project. COUNTY may elect to release specific retention payments based on mutually agreed milestones, but in no case shall retention be released prior to Final Completion. All other payment terms and conditions shall not be affected by the retention. In the event of termination or cancellation of this contract by County through no fault of CONTRACTOR, CONTRACTOR shall be entitled to the refund of any funds in the retention account. 3.4.2 The CONTRACTOR shall have the right, pursuant to Arizona Revised Statues, to submit securities in lieu of retention for all work completed. The CONTRACTOR is required to request this option at least ten (10) business days prior to submission of first Application for Payment to allow time for preparation of forms. The CONTRACTOR shall request and obtain securities forms through COUNTY. The COUNTY must identify either securities option or retention option prior to first Application for Payment. 3.5 APPLICABLE TAXES: 3.5.1 Payment of Taxes: The Contractor shall pay all applicable taxes. With respect to any installation labor on items that are not attached to real property performed by Contractor under the teems of this Contract, the installation labor cost and the gross receipts for materials provided shall be listed separately on the Contractor's invoices. 3.5.2 State and Local Transaction Privilete Taxes: Maricopa County is subject to all applicable state and local transaction privilege taxes. To the extent any state and local transaction privilege taxes apply to sales made under the terms of this contract_it is the responsibility of the seller to collect and remit all applicable taxes to the proper taxing jurisdiction of authority. 3.5.3 Tax Indemnification: Contractor and all subcontractors shall pay all Federal, state, and local taxes applicable to its operation and any persons employed by the Contractor. Contractor shall, and require all subcontractors to hold Maricopa County harmless from any responsibility for taxes, damages and interest, if applicable, contributions required under Federal, and/or state and local laws and regulations and any other costs including transaction privilege taxes, unemployment compensation insurance, Social Security and Worker's Compensation. City Council 13 — 6 2/7/2023 SERIAL 16154-RFP 3.6 TAX: (SERVICES) b Etitbt lab OF. it is the TeS]90115ibilitY Of the CORtTaetff td detefffittle filly and No tax shall be invoiced or paid against Contractor's labor. It is the responsibility of the Contractor to determine any and all applicable taxes and include the cost in the proposal price. 3.7 TAX (COMMODITIES): Tax shall not be invoiced against Contractor's labor. Sales/use tax will be determined by County. Tax will not be used in determining low price. 3.8 STRATEGIC ALLIANCE for VOLUME EXPENDITURES ($AVE): 3.8.1 The County is a member of the SAVE cooperative purchasing group. $AVE includes the State of Arizona, many Phoenix metropolitan area municipalities, and many K-12 unified school districts. Under the $AVE Cooperative Purchasing Agreement, and with the concurrence of the successful Respondent under this solicitation, a member of SAVE may access a contract resulting from a solicitation issued by the County. If you do not want to grant such access to a member of $AVE, please so state in your proposal. In the absence of a statement to the contrary, the County will assume that you do wish to pant access to any contact that may result from this Request for Proposal. 3.9 INTERGOVERNMENTAL COOPERATIVE PURCHASING AGREEMENTS (TCPA's) 3.9.1 County currently holds 1CPA's with numerous governmental entities throughout the State of Arizona. These agreements allow those entities, with the approval of the Contractor, to purchase their requirements under the terms and conditions of the County Contract. Please indicate on Attachment A, your acceptance or rejection regarding such participation of other governmental entities. Your response will not be considered as an evaluation factor in awarding a contract 3.10 VOLUNTARY EMPLOYEE DISCOUNTS 3.10.1 Vendors may voluntarily offer discounts to County employees for products or services provided under this contract. Whether a vendor offers or does not offer an employee discount is not a factor in nor considered in the evaluation of responses to this solicitation. 3.10.2 Any discount offered is part of a commercial transaction between the vendor and individual Comity employees and the County is not a party to the transaction. Any disputes or issues arising from an individual commercial transaction between the vendor and an individual County employee are a matter between the vendor and the employee. If a discount is offered, the teens will be announced to County employees. 4.0 AVAILABILITY OF FUNDS: 4.1 The provisions of this Contract relating to payment for services shall become effective when funds assigned for the purpose of compensating the Contractor as herein provided are actually available to County for disbursement. The County shall be the sole judge and authority in determining the availability of funds under this Contract. Comity shall keep the Contractor fully informed as to the availability of funds. City Council 13 — 7 2/7/2023 SERIAL 16154-RFP 4.2 If any action is taken by any state agency, Federal department or any other agency or instrumentality to suspend, decrease, or terminate its fiscal obligations under, or in connection with, this Contract, County may amend, suspend, decrease, or terminate its obligations under, or in connection with, this Contract. In the event of termination, County shall be liable for payment only for services rendered prior to the effective date of the termination, provided that such services are performed in accordance with the provisions of this Contract. Comity shall give written notice of the effective date of any suspension, amendment, or termination under this Section, at least ten (10) days in advance. 5.0 DUTIES: 5.1 The Contractor shall perform all duties stated in Exhibit `B", Task Order or as otherwise directed in writing by the Procurement Officer, 6.0 TERMS and CONDITIONS: 6.1 INDEMNIFICATION AND LIMITATION OF LIABILITY: To the fullest extent permitted by law, and to the extent that claims, damages, losses or expenses are not covered and paid by insurance purchased by the Contractor, the Contractor shall defend indemnity, and hold harmless the County (as Owner), its agents, representatives, agents, officers, directors, officials, and employees from and against all claims, damages, losses, and expenses (including, but not limited to attorneys' fees, court costs, expert witness fees, and the costs and attorneys' fees for appellate proceedings) arising out of, or alleged to have resulted from the negligence or willful misconduct relating to the performance of this Contract. Contractor's duty to defend, indemnify, and hold harmless the County, its agents, representatives, agents, officers, directors, officials, slid employees shall arise in connection with any claim, danuge, loss, or expense that is attributable to bodily injury, sickness, disease, death or injury to, impairment of, or destruction of tangible property, including loss of use resulting there from, caused by gross negligence or willful misconduct in the performance of this Contract, but only to the extent caused by the negligent acts or omissions of the Contractor, a subcontractor, any one directly or indirectly employed by them, or anyone for whose acts they may be liable, regardless of whether or not such claim, damage, loss, or expense is caused in part by a party indemnified hereunder. The amount and type of insurance coverage requirements set forth herein will in no way be construed as limiting the scope of the indemnity in this paragraph. The scope of this indemnification does not extend to the sole negligence of County. CONTRACTOR WILL NOT BE LIABLE TO COUNTY FOR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, LIQUIDATED, EXEMPLARY, MORAL, OR CONSEQUENTIAL DAMAGES, EXPENSES, COST, PROFITS, LOST SAVINGS OR EARNINGS, LOST OR CORRUPTED DATA, OR OTHER LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT. 6.2 INSURANCE. 6.2.1 Contractor, at Contractor's own expense, shall purchase and maintain the herein stipulated minimum insurance from a company or companies duly licensed by the State of Arizona and possessing a current A.M. Best, Inc. rating of B++. In lieu of State of Arizona licensing, the stipulated insurance may be purchased from a company or companies, which are authorized to do business in the State of Arizona, provided that said insurance companies meet the approval of County. The form of any insurance policies and forms must be acceptable to County. 6.2.2 All insurance required herein shall be maintained in full force and effect until all work or 11leWily City Council 13 — 8 2/7/2023 SERIAL 16154-RFP completed and formally accepted. Failure to do so may, at the sole discretion of County, constitute a material breach of this Contract. 6.2.3 Contractor's insurance shall be primary insurance as respects County, arid any insurance or self-insurance maintained by Comity shall not contribute to it. 6.2.4 Any failure to comply with the claim reporting provisions of the insurance policies or any breach of an insurance policy warranty shall not affect the County's right to coverage afforded under the insurance policies. 6.2.5 The insurance policies may provide coverage that contains deductibles or self -insured retentions. Such deductible and/or self -insured retentions shall not be applicable with respect to the coverage provided to County under such politics. Contractor shall be solely responsible for the deductible and/or self -insured retention and County, at its option, may require Contractor to secure payment of such deductibles or self -insured retentions by a surety bond or an irrevocable and unconditional letter of credit. 6.2.6 Notwithstanding anything to the contrary contained herein, CONTRACTOR shall have the right to self -insure part or all of any of the insurance it is required to maintain hereunder in its sole discretion so long as CONTRACTOR maintains a net worth of not less than One Hundred Million ($100,000,000) Dollars. Such net worth shall be documented to COUNTY and COUNTY shall be advised in writing in the event such net wor0i requirement is not met. In the event that CONTRACTOR elects to self -insure all or any part of any risk that would be insured under the policies and limits described herein, and an event occurs where insurance proceeds would have been available but for the election to self -insure, CONTRACTOR shall make finds available to the same extent that they would have been available had such insurance policy been carried, unless specifically provided to the contrary herein. 62.7 The policies required hereunder, except Workers' Compensation and Errors and Omissions, shall contain a waiver of transfer of rights of recovery (subrogation) against County, its agents, representatives, officers, directors, officials and employees for .any claims arising out of Contractor's work or service. 6.2.8 Commercial General Liability. Commercial General Liability insurance and, if necessary, Commercial Umbrella insurance with a limit of not less than $2,000,000 for each occurrence, $4,000,000 Products/Completed Operations Aggregate, and $4,000,000 General Aggregate Limit. The policy shall include coverage for premises liability, bodily injury, broad form property damage, personal injury, products and completed operations and blanket contractual coverage, and shall not contain any provisions which would serve to limit third party action over claims. There shall be no endorsement or modifications of the CGL limiting the scope of coverage for liability arising from explosion, collapse, or underground property damage. 6.2.9 Automobile Liability. Commercial/Business Automobile Liability insurance and, if necessary, Commercial Umbrella insurance with a combined single limit for bodily injury and property damage of not less than $1,000,000 each occurrence with respect to any of the Contractor's owned, hired, and non -owned vehicles assigned to or used in performance of the Contractor's work or services or use or maintenance of the Prermses under (his Contract. 6.2.10 Workers' Compensation. Workers' Compensation insurance to cover obligations imposed by federal and state statutes having jurisdiction of Contractor's employees engaged in the performance of the City Council work or services under ttris -on rat ; TO Wployer s Liatntity uisurance f It 2l than SERIAL 16154-RFP $1,000,000 for each accident, 51,000,000 disease for each employee, and $1,000,000 disease policy limit. Contractor, its contractors and its subcontractors waive all rights against Contract and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by the Workers' Compensation and Employer's Liability or coimnercial umbrella liability insurance obtained by Contractor, its contractors and its subcontractors pursuant to this Contract. 6.2.11 Errors and Omissions (Professional Liability) Insurance. Errors and Omissions (Professional Liability) insurance and, if necessary, Commercial Umbrella insurance, which will insure and provide coverage for errors or omissions or professional liability of the CONTRACTOR, with limits of no less than $2,000,000 for each claim. 6.2.12 Builder's Risk (Property) Insurance. CONTRACTOR shall purchase and maintain, on a replacement cost basis, Builders' Risk insurance and, if necessary, Commercial Umbrella insurance in the amount of the initial Contract amount as well as subsequentmodifications thereto for the entire work at the site. Such Builders' Risk insurance shall be maintained until final payment has been made or until no person or entity other than COUNTY has an insurable interest in the property required to be covered, whichever is earlier. This insurance shall include interests of COUNTY, CONTRACTOR, and all subcontractors and sub -subcontractors in the work during the life of the Contract and course of construction, and shall continue until the work is completed and accepted by COUNTY. For new construction projects, CONTRACTOR agrees to assume full responsibility for loss or damage to the work being performed and to the structures under construction. For renovation construction projects, CONTRACTOR agrees to assume responsibility for loss or damage to the work being performed at least up to the full Contract amount, unless otherwise required by the Contract documents or amendments thereto. Builders' Risk insurance shall be on a. special form and shall also cover false work andtemporary buildings and shall insure against risk of direct physical loss or damage from external causes including debris removal, demolition occasioned by enforcement of any applicable legal requirements, and shall cover reasonable compensation for architect's service and expenses required as a result of such insured loss and other "soft costs" as required by the Contract. Builders' Risk insurance must provide coverage from the time any covered property comes under CONTRACTOR'S control and/or responsibility, and continue without interruption during construction, renovation, or installation, including any time during which the covered property is being transported to the construction installation site, and while on the construction or installation site awaiting installation. The policy will provide coverage while the covered premises or any part thereof are occupied. Builders' Risk insurance shall be primary and any insurance or self-insurance maintained by the County is not contributory. If the Contract requires testing of equipment or other similar operations, at the option of COUNTY, CONTRACTOR will be responsible for providing property insurance for these exposures under a Boiler Machinery insurance policy or the Builders' Risk Insurance policy. 6.2.13 Certificates of Insurance. 6.2.13.1 Prior to Contract AWARD, Contractor shall furnish the County with valid and complete certificates of insurance, or formal endorsements as required by the Contract in the form provided by the County, issued by Contractor's insurer(s), as evidence that policies providing the required coverage, conditions and limits required by this Contract are in full force and effect. Such certificates shall identify this contract number and title. Alternatively the County will accept an insurance industry recognized Memorandum of Insurance City Council 13 — 10 2/7/2023 SERIAL 16154-RFP 6.2.13.2 In the event any insurance policy ties) required by this contract is (are) written on a "claims made" basis, coverage shall extend for two years past completion and acceptance of Contractor's work or services and as evidenced by annual Certificates of Insurance. 6.2.13.3 If a policy does expire during the life of the Contract, a renewal certificate must be sent to County fifteen (15) days prior to the expiration date. 6.2.14 Cancellation and Expiration Notice. Applicable to all insurance policies required within the Insurance Requirements of this Contract, Contractor's insurance shall not be permitted to expire, be suspended, be canceled, or be materially changed for any reason without thirty (30) days prior written notice to Maricopa County. Contractor must provide to Maricopa County, within 2 business days of receipt, if they receive notice of a policy that has been or will be suspended, canceled, materially changed for any reason, has expired, or will be expiring. Such notice shall be sent directly to Maricopa County Office of Procurement Services and shall be mailed or hand delivered to 160 South 4" Avenue z�g W..s T=i•ta Iii mac -ems, Phoenix, AZ 85003, or emailed to Procurement Officer noted in solicitation. 6.3 BOND REQUIREMENT: (If required by an individual Project/Task Order) 6.3.1 If requested for an individual Order and concurrently with the submittal of the proposal associated with the Order, the Contractor shall furnish the Contracting Agency the following bonds, which shall become binding upon the award of the contract to the Contractor 6.3.1.1 A Performance Bond equal to the full Contract amount ($ of as specified) conditioned upon the faithful performance of the Order in accordance with plans, specifications and conditions thereof Such bond shall be solely for the protection of the Contracting Agency awarding the Order. 6.3.1.2 A Payment Bond equal to the full contract amount ($ or as specified) solely for the protection of claimants supplying labor and materials to the Contractor or his Subcontractors in the prosecution of the work provided for in such Order. 6.3.2 Each such bond shall include a provision allowing the prevailing party in a suit on such bond to recover as a part of his judgment such reasonable attorney's fees as may be fixed by a judge of the court. 6.3.3 Each bond shall be executed by a surety company or companies holding a certificate of authority to transact surety business in the State of Arizona issued by the Director of the Department of Insurance. The bonds shall not be executed by an individual surety or sureties. The bonds shall be made payable and acceptable to the Contracting Agency. The bonds shall be written or countersigned by an authorized representative of the surety who is either a resident of the State of Arizona or whose principal office is maintained in this state, as by law required, and the bonds shall have attached thereto a certified copy of the Power of Attorney of the signing official. In addition, said company or companies shall be rated "Best -A" or better as inquired by the Contracting Agency, as currently listed in the most recent Best Key Rating Guide, published by the A.M. Best Company. 6.4 FORCE MAJEURE 6.4.1 Neither party shall be liable for failure of performance, nor incur any liability to the other party on account of any to.,., or damage resulting from any delay or failure to perform all or any part of this Contract if such delay or failure is caused by events, occurrences, or anePc hP�,n vl fhr rPa cnna hle r�nfrnl awl xxri NxrnV naPnrr of hhr },a rhi rc Rnrh Pvellt5, City Council 13 —11 2/7/2023 SERIAL 16154-RFP occurrences, or causes vill include Acts of God/Nature (including fire, flood, earthquake, storm, hurricane or other natural disaster), war, invasion, act of foreign enemies, hostilities (whether war is declared or not), civil war, riots, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalization, government sanction, lockout, blockage, embargo, labor dispute, strike, interruption or failure of electricity or teleconmi urication service. 6.4.2 Each party, as applicable, shall give the other party notice of its inability to perform and particulars in reasonable detail of the cause of the inability. Eachparty must use best efforts to remedy the situation and remove, as soon as practicable, the cause of its inability to perform or comply. 6.4.3 The party asserting Force Majeure as a cause for non-performance shall have the burden of proving that reasonable steps were taken to minimize delay or damages caused by foreseeable events, that all non -excused obligations were substantially fulfilled, and that the other party was timely notified of the likelihood or actual occurrence which would justify such an assertion, so that other prudent precautions could be contemplated. 6.4.4 The County shall reserve the right to terminate this Contract and/or any applicable order or contract release purchase order upon non-performance by Contractor. The County shall reserve the right to extend the Contract and time for performance al. its discretion. 65 WARRANTY OF SERVICES: 6.5.1 The Contractor warrants that all services provided hereunder will conform to the requirements of the Contract, including all descriptions, specifications and attachments made a part of this Contract. County's acceptance of services or goods provided by the Contractor shall not relieve the Contractor from its obligations under this warranty. 6.5.2 In addition to its other remedies, County may, at the Contractor's expense, require prompt correction of any services failing to meet the Contractor's warranty herein for one year following the performance of those services. Services corrected by the Contractor shall be subject to all the provisions of this Contract in the manner and to the same extent as services originally furnished hereunder. 6.5.3 DISCLAIMER OF WARRANTIES FOR PRODUCTS. COUNTY'S SOLE AND EXCLUSIVE WARRANTY FOR PRODUCTS, IF ANY, 1S THAT PROVIDED BY THE PRODUCT MANUFACTURER. CONTRACTOR DISCLAIMS ALL EXPRESSED, IMPLIED OR STATUTORY WARRANTIES, WHETHER IMPLIED BY OPERATION OF LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE LANGUAGE OF THIS PARAGRAPH SHALL SURVIVE THE EXPIRATION OR TERMINATION OF THIS AGREEMENT 6.6 INSPECTION OF SERVICES: 6.6.1 The Contactor shall provide and maintain an inspection system acceptable to County covering the services under this Contract. Complete records of all inspection work performed by the Contractor shall be maintained and made available to County doing contract performance and for as long afterwards as the Contract requires. 6.6.2 County has the light to inspect and test all services called for by the Contract, to the extent practicable at all times and places during the tern of the Contract. County shall perform inspections and tests in a manner that will not unduly delay the work. 6.6.3 if prior to completion of an Order any of the services required by that Order do not conform to Contract requirements, County may require the Contractor to perform the services again in conformity with Contact requirements, at no cost to the County. When the defects in services cannot be corrected by re -performance, County may: City Council 13 — 12 2/7/2023 SERIAL 16154-RFP 6.6.3.1 Require the Contractor to take necessary action to ensure that future performance conforms to Contract requirements; and 6.6.3.2 Reduce the Contract price to reflect the reduced value of the services performed. 6.6.4 If the Contractor fails to promptly perform the services again as provided in Section 6.6.3 or to take the necessary action to ensure future performance in conformity with Contract requirements, County may: 6.6.4.1 By Contract or otherwise, perform the services and charge to the Contractor, through direct billing or through payment reduction, any cost incurred by County that is directly related to the performance of such service; or 6.6.4.2 Terminate the Contract for default. J...n...tes that if ..3..«..6........ ...... «...d-e &I. the .....t....l..L. ,... ill t--- ..hail.-d G t the be ffaf., the f'..«t«. etHl......aydi-si t6..t item iF t6 .. eiit.„ will fiti...L.,.sed e ' 6.8 BACKGROUND CHECK: Contractors need to be aware that there may be multiple background checks (Sheriff's Office, County Attorney's Office, Courts as well as Maricopa County general government) to determine if the respondents employees are acceptable for the contractor to do business with the County. This applies to (but is not limited to) the company and sub -contractors. Employees or others who fail to pass these checks shall not be allowed to work on County projects. Failure to meet these requirements may lead to termination of the contract. 6.9 SUSPENSION OF WORK The Procurement Officer may order the Contractor, in writing, to suspend, delay, or interrupt all or any part of the work of this contract for the period of time that the Procurement Officer determines appropriate for the convenience of the County. No adjustment shall be made under this clause for any suspension, delay, or interruption to the extent that performance would have been so suspended, delayed, or interrupted by any other cause, including the fault of negligence of the Contractor. No request for adjustment under this clause shall be granted unless the claim, in an amount stated, is asserted in writing as soon as practicable after the termination of the suspension, delay, or interruption, but not later than the date of final payment under the contract. City Council 13 — 13 2/7/2023 SERIAL 16154-RFP 6.10 STOP WORK ORDER The Procurement Officer may, at any time, by written order to the Contractor, require the Contractor to stop all, or any part, of the work called for by this contract for a period of 90 days after the order is delivered to the Contractor, and for any further period to which the parties may agree. The order shall be specifically identified as a stop work order issued under this clause. Upon receipt of the order, the Contractor shall immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the order during the period of work stoppage. Within a period of 90 days after a stop -work is delivered to the Contractor, or within any extension of that period to which the parties shall have agreed, the Procurement Officer shall either 6.10.1 Cancel the stop -work order; or 6.10.2 Terminate the work covered by the order as provided in the Default, or the Termination for Convenience of the County, clause of this contract. 6.10.3 The Procurement Officer may make an equitable adjustment in the delivery schedule and/or contract price, or otherwise, and the contract shall be modified, in writing, accordingly, if the Contractor demonstrates that the stop work order resulted in an increase in costs to the Contractor. 6.11 UNCONDITIONAL TERMINATION FOR CONVENIENCE: Maricopa County may terminate the resultant Contract for convenience by providing sixty (60) calendar days advance notice to the Contractor. 6.12 TERMINATION FOR DEFAULT: The County may, by written notice of default to the Contractor, terminate this contract in whole or in part if the Contractor fails to: 6.12.1 Deliver the supplies or to perform the services within the time specified in this contract or any extension; 6.12.2 Make progress, so as to endanger performance of this contract; or 6.12.3 Perform any of the other provisions of this contract. 6.12.4 The County's right to terminate this contract under these subparagraph may be exercised if the Contractor does not cure such failure within 10 days (or more if authorized in writing by the County) after receipt of the notice from the Procurement Officer specifying the failure. 6.13 STATUTORY RIGHT OF CANCELLATION FOR CONFLICT OF INTEREST: Notice is given that pursuant to A.R.S. § 38-511 the Countymay cancel any Contract without penalty or further obligation within three years after execution of the contract, if any person significantly involved in initiating, negotiating, securing, drafting or creating the contract on behalf of the County is at any time while the Contract or any extension of the Contract is fit effect, an employee or agent of any other party to the Contract in any capacity or consultant to any other party of the Contract with respect to the subject matter of the Contract. Additionally, pursuant to A.R.S § 38-511 the County may recoup any fee or commission paid or due to any person significantly involved in initiating, negotiating, securing, drafting or creating the contract on behalf of the County from any other patty to the contract arising as the result of the Contract. City Council 13 — 14 2/7/2023 SERIAL 16154-RFP 6.14 CONTRACTOR LICENSE REQUIREMENT: 6.14.1 The Respondent shall procure all permits, insurance, licenses and pay the charges and fees necessary and incidental to the lawful conduct of his/her business, and as necessary complete any required certification requirements, required by any and all governmental or non -governmental entities as mandated to maintain compliance with and in good standing for all permits and/or licenses. The Respondent shall keep fully informed of existing and future trade or industry requirements, Federal. State and Local laws, ordinances, and regulations which in any manner affect the fulfillment of a Contract and shall comply with the same. Contractor shall immediately notify both Office of Procurement Services and the using agency of any and all changes concerning permits, insurance or licenses. 6.14.2 Respondents furnishing finished products, materials or articles of merchandise that will require installation or attachment as part of the Contract, shall possess any licenses required. A Respondent is not relieved of its obligation to posses the required licenses by subcontracting of the labor portion of the Contract. Respondents are advised to contact the Arizona Registrar of Contractors, Chief of Licensing, at (602) 542-1525 to ascertain licensing requirements for a particular contract. Respondents shall identify which license(s), if any, the Registrar of Contractors requires for performance of the Contract. 6.15 SUBCONTRACTING: 6.15.1 The Contractor may not assign to another Contractor or Subcontract to another party for performance of the terms and conditions hereof without the rmitten consent of the County. All correspondence authorizing subcontracting must reference the Bid Serial Nurnber and identify the job project. The County hereby consents to Contractor's subcontracting work to Authorized Service Providers trader contract with Contractor. 6.15.2 The Subcontractor's rate for the job shall not exceed that of the Prime Contractor's rate, as bid in the pricing section, unless the Prime Contractor is willing to absorb any higher rates or the County has approved the increase. The Subcontractor's invoice shall be invoiced directly to the Prime Contractor, who in turn shall pass -through the costs to the County, without mark-up. A copy of the Subcontractor's invoice must accompany the Prime Contractor's invoice. 6.16 AMENDMENTS: All amendments to this Contract shall be in writing and approved/signed by both parties. Maricopa County Office of Procurement Services shall be responsible for approving all amendments for Maricopa County. 6.17 ADDITIONS/DELETIONS OF SERVICE: 6.17.1 The County reserves the right to add and/or delete materials and services to a Contract. if a service requirement is deleted, payment to the Contractor will be reduced proportionately, to the amount of service reduced in accordance with the bid price. If additional materials or services are required from a Contract, prices for such additions will be negotiated between the Contractor and the County. ------------------------------------------ 6.18 VALIDITY: The invalidity, in whole or in put, of any provision of this Contract shall not void or affect the valir{i t3 n nthNr IvniJcinn of thr. r'nntract City Council 13 — 15 2/7/2023 SERIAL 16154-RFP 6.19 SEVERABILITY: The invalidity, in whole or in part, of any provision of this Contract shall not voidor affect the validity of any other provision of this Contract. 620 RIGHTS IN DATA: The County shall have the use of data and reports resulting from a Contract without additional cost or other restriction except as maybe established bylaw or applicable regulation. Each partyshall supply to the other party, upon request, any available information that is relevant to a Contract and to the performance thereunder. 6.21 NON-DISCRIMINATION: r r Contractor agrees to comply with all provisions and requirements of Arizona Executive Order 2009-09 including flow down of all provisions and requirements to any subcontractors. Executive Order 2009-09 supersedes Executive order 99-4 and amends Executive order 75-5 and may be viewed and downloaded at the Arizona State Library Research website htt://azmemory.azlibrary.Qov/cdm/sinEleitem/collection/execorders/fd/680/rec/1) which is hereby incorporated into this contract as if set forth in full herein. During the performance of this Contract, Contractor shall not discriminate against any employee, client or any other individual in any way because of that person's age, race, creed, color, religion, sex, disability or national origin. 6.23 CERTIFICATION REGARDING DEBARMENT AN-D SUSPENSION ,a..«taFil e. iel. 4ed from ,.,.. ,.....a t...«,.Retieng b , an redeFal pepa.tngent ,.F agen...j ha, not ..:a.:« v . «....:,.a «..,.sedi«.. a.:.. GantFaet Contractor agrees to comply with all provisions and requirements of Arizona Executive Order 2009-09 including flow down of all provisions and requirements to any subcontractors. Executive Order 2009-09 supersedes Executive order 99-4 and amends Executive order 75-5 and may be viewed and downloaded at the Arizona State Library Research website htt://azmemory.azlibrary.Qov/cdm/sinEleitem/collection/execorders/fd/680/rec/1) which is hereby incorporated into this contract as if set forth in full herein. During the performance of this Contract, Contractor shall not discriminate against any employee, client or any other individual in any way because of that person's age, race, creed, color, religion, sex, disability or national origin. 6.23 CERTIFICATION REGARDING DEBARMENT AN-D SUSPENSION ,a..«taFil e. iel. 4ed from ,.,.. ,.....a t...«,.Retieng b , an redeFal pepa.tngent ,.F agen...j ha, not ..:a.:« v . «....:,.a «..,.sedi«.. a.:.. GantFaet t,..,.« ,.,.w ipt.d ,.f or had a ,... a e aaF la(4ginew Fend Fed against A...«. 6.. ,.,.«.«1..gion ,.f f.,...d aF a, ..:« Hal ,.ff.«..,. :« ..:a4 ghtaini[4.. att.«,«ting t„ „ btain eF ing a .Fal ctaae ar peF4;.... l9eal) t e9lWaot«A,.,. ..ublio t publi (c.d :..l.a:,.« ,.f F.d"Fal ,... State false .+ efnakiii., vof feeewilig City Council 13 — 16 2/7/2023 SERIAL 16154-RFP 6.23.1 The undersigned (authorized official signing on behalf of the Contractor) certifies to the best of his or her knowledge and belief that the Contractor, its current officers and directors; 6.23.1.1 are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from being awarded any contract or grant by any United States Department or Agency or any state, or local jurisdiction; 6.23.1.2 have not within three (3) year period preceding this Contract; 6.23.1.2.1 been convicted of fraud or any criminal offense in connection with obtaining, attempting to obtain, or as the result of performing a government entity (Federal, State or local) transaction or contract; and 6.23.1.2.2 been convicted of violation of any Federal or State antitrust statues or conviction for embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property regarding a government entity transaction or contract; and 6.23.1.2.3 are not presently indicted or criminally charged by a government entity (Federal, State or local) with commission of any criminal offenses in connection with obtaining, attempting to obtain, or as the result of performing a government entity public (Federal, State or local) transaction or contract; and are not presently facing any civil charges from any governmental entity regarding obtaining, attempting to obtain, or from performing any governmental entity contract or other transaction; and have not within a three (3) year period preceding this Contract had any public transaction (Federal, State or local) terminated for cause or default. 6.23.1.3 If any of the above circumstances described in the paragraph are applicable to the entity submitting a bid for this requirement, include with your bid an explanation of the matter including any final resolution. 6.23.2 The Contractor shall include, without modification, this clause in all lower tier covered transactions (i.e. transactions with subcontractors) and in all solicitations for lower tier covered transactions related to this Contract. 6.24 VERIFICATION REGARDING COMPLIANCE WITH ARIZONA REVISED STATUTES §41- 4401 AND FEDERAL IMMIGRATION LAWS AND REGULATIONS: 6.24.1 Ry entering into the Contact, the Contractor warrants compliance with the immigration and Nationality Act (INA using e-verity) and all other federal immigration laws and regulations related to the immigration status of its employees and A.R.S. §23-214(A). The contractor shall obtain statements from its subcontractors citifying compliance and shall furnish the statements to the Procurement Officer upon request. These warranties shall remain in effect through the term of the Contract. The Contractor and its subcontractors shall also maintain Employment Eligibility Verification forms (1-9) as required by the hnminrAu,n R,C,,rn, and ('nnlml Aol of 19R6 amPnd,d fmm lime in limr fur all City Council 13 — 17 2/7/2023 SERIAL 16154-RFP employees performing work [order the Contract and verify employee compliance using the E-verify system and shall keep a record of the verification for the duration of the employee's employment or at least three years, whichever is longer. I-9 forms are available for download atUSCIS.GOV. 6.24.2 The County retains the legal right to inspect contractor and subcontractor employee documents performing work under this Contract to verify compliance with paragraph 6.24.1 of this Section. Contractor and subcontractor shall be given reasonable notice of the County's intent to inspect and shall make the documents available at the time and date specified. Should the County suspect or find that the Contractor or any of its subcontractors are not in compliance, the County will consider this a material breach of the contract and may pursue any and all remedies allowed by law, including, but not limited to: suspension of work, termination of the Contract for default, and suspension and/or debarment of the Contractor. All costs necessary to verify compliance are the responsibility of the Contractor. 6.25 INFLUENCE As prescribed in MC-1 '1 2'ot^2 MCI-1203 of the Maricopa County Procurement Code, any effort to influence an employee or agent to breach the Maricopa County Ethical Code of Conduct or any ethical conduct may be grounds for Disbarment or Suspension under MCI-902. An attempt to influence includes, but is not limited to: 6.25.1 A Person offering or providing a gratuity, gift, tip, present, donation, money, entertainment or educational passes or tickets, or any type valuable contribution or subsidy, 6.25.2 That is offered or given with the intent to influence a decision, obtain a contract, gainer favorable treatment, or gain favorable consideration of any kind. If a Person attempts to influence any employee or agent of Maricopa County, the Chief Procurement Officer, or his designee, reserves the right to seek any remedy provided by the Maricopa County Procurement Code, any remedy in equity or in the law, or any remedy provided by this contract. 6.26 CONTRACTOR EMPLOYEE WHISTLEBLO`VER RIGHTS AND REQUIREMENT TO INFORM EMPLOYEES OF W HISTLEBLO W ER RIGHTS. 6.26.1 The Parties agree that this Contract and employees working on this Contract will be subject to the whistleblower rights and remedies in the pilot program on contractor employee whistleblower protections established at 41 U.S.C. § 4712 by section 828 of the National Defense Authorization Act for Fiscal Year 2013 (Pub. L. 112-239) and section 3.908 of the Federal Acquisition Regulation; 6.26.2 Contractor shall inform its employees in writing, in the predominant language of the workforce, of employee whistleblower rights and protections under 41 U.S.C. § 4712, as described in section 3.908 of the Federal Acquisition Regulation. Documentation of such employee notification must be kept on file by Contractor and copies provided to County upon request. 6.26.3 Contractor shall insert the substance of this clause, including this paragraph (c), in all subcontracts over the simplified acquisition threshold ($150,000 as of September 2013). 6.27 ACCESS TO AND RETENTION OF RECORDS FOR THE PURPOSE OF AUDIT AND/OR OTHER REVIEW: 6.27.1 In accordance with section MCI 371 of the Maricopa County Procurement Code the Contractor agrees to retain all books, records, accounts, statements, reports, tiles, and other ---A. envl hark_r , Anrnmr•.iita tine rP1Pe;mt rn thic ('.nnrra rr for dv /(" Beene after City Council 13 — 18 2/7/2023 SERIAL 16154-RFP final payment or until after the resolution of any audit questions which could be more than six (6) years, whichever is latest. The Comity, Federal or State auditors and any other persons duly authorized by the Department shall have full access to, and the right to examine, copy and make use of, any and all said materials. 6.27.2 If the Contractor's books, records , accounts, statements, reports, files, and other records and back-up documentation relevant to this Contract are not sufficient to support and document that requested services were provided, the Contractor shall reimburse Maricopa County for the services not so adequately supported and documented. 6.27.3 If at any time it is determined by the County that a cost for which payment has been made is a disallowed cost, the County shall notify the Contractor in writing of the disallowance. The course of action to address the disallowance shall be at sole discretion of the County, and may include either an adjustment to future invoices, request for credit. request for a check or deduction from current billings Submitted by the Contractor by the amount of the disallowance, or to require reimbursement forthwith of the disallowed amount by the Contractor by issuing a check payable to Maricopa County. 6.28 AUDIT DISALLOWANCES: If at any time, County determines that a cost for which payment has been made is a disallowed cost, such as overpayment, County shall notify the Contractor in writing of the disallowance. County shall also state the means of correction, which may be but shall not be limited to adjustment of any f ture claim submitted by the Contractor by the amount of the disallowance, or to require repayment of the disallowed amount by the Contractor. 6.29 OFFSET FOR DAMAGES; In addition to all other remedies at Law or Equity, the County may offset from any money due to the Contractor any amounts Contractor owes to the County for damages resulting from breach or deficiencies in performance of the contract. 6.30 PUBLIC RECORDS: Under Arizona law, all Offers submitted and opened are public records and must be retained by the Records Manager at the Office of Procurement Services. Offers shall be open to public inspection and copying after Contract award and execution, except for such Offers or sections thereof determined to contain proprietary or confidential information. by the Office of Procurement Services. If an Offeror believes that information in its Offer or any resulting Contract should not be released in response to a public record request under Arizona law, the Offeror shall indicate the specific information deemed confidential or proprietary and submit a statement with its offer detailing the reasons that the information should not be disclosed. Such reasons shall include the specific harm or prejudice which may arise from disclosure. The Records Manager of the Office of Procurement Services shall determine whether the identified information is confidential pursuant to the Maricopa County Procurement Code. 6.31 PRICES: Contractor warrants that prices extended to County under this Contract are no higher than those paid by any other similar customer for these or similar services under similar terms. 6.32 INTEGRATION: This Contract represents the entire and integrated agreement between the parties and supersedes all prior negotiations, proposals, communications, understandings, representations, or agreements, whether oral or written, express or implied. City Council 13 — 19 2/7/2023 SERIAL 16154-RFP 6.33 RELATIONSHIPS: 6.33.1 In the performance of the services described herein, the Contractor shall act solely as an independent contractor, and nothing herein or implied herein shall at any time be construed as to create the relationship of employer and employee, co - employee, partnership, principal and agent, or joint venture between the County and the Contractor. 6.33.2 The County reserves the right of final approval on proposed staff for all Task Orders. Also, upon request by the County, the Contractor will be required to remove any employees working on County projects and substitute personnel based on the discretion of the County within two business days, unless previously approved by the County. 6.34 GOVERNING LAW: This Contract shall be governed by the laws of the state of Arizona. Venue for any actions or lawsuits involving this Contract will be in Maricopa County Superior Court or in die United States District Court for the District of Arizona, sitting in Phoenix, Arizona 6.35 ORDER OF PRECEDENCE: In the event of a conflict in the provisions of this Contract and Contractors license agreement, if applicable, the terms of this Contract shall prevail. 6.36 ORDERING AUTHORITY: Any request for purchase shall be accompanied by a valid purchase order, issued by Office of Procurement Services, a Purchase Order issued by the using Department or direction by a Certified Agency Procurement Aid (CAPA) with a Purchase Card for payment, 6.37 NO MINIMUM OR DIAXIMUM PURCHASE OBLIGATION: 6.37.1 This Contract does not guarantee any minimum or maximum purchases will be made. Orders will only be placed under this Contract when the County identifies a need and proper authorization and documentation have been approved. 6.37.2 Contractors agree to accept verbal notification of cancellation of Purchase Orders from the County Procurement Officer with written notification to follow. Contractor specifically acknowledges to be bound by this cancellation policy. 6.38 PURCHASE ORDERS: County reserves the right to cancel Purchase Orders within a reasonable period of time after issuance. Should a Purchase Order be canceled, the County agrees to reimburse the Contractor for actual and documentable costs incurred by the Contractor in response to the Purchase Order. The County will not reimburse the Contractor for any costs incurred after receipt of County notice of cancellation, or for lost profits, shipment of product prior to issuance of Purchase Order, etc. 6.39 UNIFORM ADMINISTRATIVE REQUIREMENTS: By entering into this Contract, the Contractor agrees to comply with all applicable prmju,nnc of T' 11 '7� Rn htitlN A� !'h =tvr 11� PART Mill—IINI FtrRM IIIM IN ICTR ATIVEi, City Council 13 — 20 2/7/2023 SERIAL 16154-RFP REQUIREMENTS, COST PRINCIPLES, AND AUDIT REQUIREMENTS FOR FEDERAL AWARDS contained in Title 2 C.F.R. § 200 et seq. For purchases of $50,000 or greater under this agreement, the applicable participating entity must disclose to THD when it is receiving any federal funds related to that requested purchase prior to THD agreeing to that purchase. 6.40 CONFIDENTIAL INFORMATION: Any information obtained in the course of performing this Contract may include information that is proprietary or confidential to the County. This provision establishes the Contractor's obligation regarding such information. The Contractor shall establish and maintain procedures and controls that are adequate to assure that no information contained in its records and/or obtained from the County or from others in carrying out its functions (services) under the Contract shall be used by or disclosed by it, its agents, officers, or employees, except as required to efficiently perform duties under the Contract. The Contractor's procedures and controls at a minimum must be the same procedures and controls it uses to protect its own proprietary or confidential information. If, at any time during the duration of the Contract, the County determines that the procedures and controls in place are not adequate, the Contractor shall institute any new and/or additional measures requested by the County within fifteen (15) calendar days of the written request to do so. Any requests to the Contractor for County proprietary or confidential information shall be referred to the County for review and approval, prior to any dissemination. 6.41 INCORPORATION OF DOCUMENTS: The following are to be attached to and made part of this Contract: 6.41.1 Exhibit A, Pricing; 6.41.2 Exhibit B, Scope of Worlc, 6.41.3 Exhibit C Facilities Management Requirements NOTICES: All notices given pursuant to the terms of this Contract shall be addressed to: For County: Maricopa Comity Office of Procurement Services ATTN: Contract Administration 'on olost :.,,.,a„ c«..,.,.« 160 South 4u' Avenue Phoenix, Arizona 85003-2494 For Contractor: Home Depot U.S.A., Inc. PO BOX 193176, a Atlaiita, GA. aW�9 Columbus, OH 43218 ATTN: Contract Administration City Council 13 — 21 2/7/2023 SERIAL 16154-RFP IN WITNESS WHEREOF, this Contract is executed on the date set forth above. SIGNATURE NAME AND TITLE _ 2455 Paces Ferry Road Atlanta, GA 30339 ADDRESS I -q—Zc n DATE MA: COUP Y CHAIRMAN, BOARD OF SUPE VISORS ATTESTED: IC OF THE BOARD of I%t1 JAN 17 2617 DATE JAN 17 21017 DATE PROVED AS TO F ^ ' 11 / 2 2 -0EPUTY COUNTY ATTORNE E City Council 13 — 22 2/7/2023 SERIAL 16154-RFP EXHIBIT A PRICING SERIAL 16154-RFP NIGP CODE: 45041 RESPONDENT'S NAME: Home Depot U.S.A., Inc. COUNTY VENDOR NUMBER: W 000001453 ADDRESS: """ n____ Ferry _ a PO BOX 193176 At'�a or a r Columbus OH 43218 P.O. ADDRESS: Each local The Home Depot stores TELEPHONE NUMBER: 866-589-0690 FACSIMILE NUMBER: 866-589-0691 WEB SITE: www.homcde otcom CONTACT (REPRESENTATIVE): Richard Nvberg REPRESENTATIVE'S E-MAIL ADDRESS: richard n bcr aehomcde otcom YES WILL ALLOW OTHER GOVERNMENTAL ENTITIES TO PURCHASE FROM THIS CONTRACT 1X1 WILL ACCEPT PROCUREMENT CARD FOR PAYMENT: 1X1 PAYMENT TERMS. [Xj NET 30 DAYS See Below Note: Net 30 is for Home Depot Account transactions only. Payment is required at the time of each transaction. Note: Net 60 payment terms for Home Depot Accounts may be available upon review of a customer's account information. 1.0 PRICING: 1.1 Do you offer a Rebate in lieu of a discount Yes Details of vour Rebate Program At least $10 000 to $25 000 Annual Net Sales Pretax = ION, Rebate At least $25 000 to $100 000 Annual Net Sales Pretax = 2°/6 Rebate Over $100 000 Annual Net Sales Pretax = 5"/) Rebate 1.2 1 Pro Rewards Paint Program Level Discount % Minimum Annual Spend on Paint Gold 20% $ 7,500 Silver 15% $ 4,000 Bronze 10% $ 2,000 1.3 Volume Pricing Program For any purchase over $1,500 more aggressive pricing may be available through the Volume Pricing Program. For any planned order over $1,500, call in the request for quote to the ProDesk of your local The Home Depot store and ask for it to be submitted for volume pricing consideration. City Council 13 — 23 2/7/2023 SERIAL 16154-RFP EXHIBIT B STATEMENT OF WORK CONTRACT FOR MAINTENANCE, REPAIR, OPERATING SUPPLIES, INDUSTRIAL SUPPLIES, AND RELATED PRODUCTS AND SERVICES (U.S. Communities) 1.0 INTENT: The Contractor shall have a strong national presence for a vast array of supplies and equipment necessary for maintenance and repair in residential, commercial and industrial environments for use by various public entities nationwide. Other governmental entities under agreement with the County may have access to services provided hereunder. The County reserves the right to award in whole or in part, by item or group of items, by section or geographic area, or make multiple awards, where such action serves the County's best interest. The County reserves the right to add additional contractors, at the County's sole discretion, in cases where the currently listed contractors are of an insufficient number or skill -set to satisfy the County's needs or to ensure adequate competition on any project or task order work. 1.1 INTRODUCTION, BACKGROUND AND INTENT: MASTER AGREEMENT Maricopa County, AZ (herein "Lead Public Agency" on behalf of itself and all states, local governments, school districts, and higher education institutions in the United States of America; and other government agencies and nonprofit organizations (herein "Participating Public Agencies") is awarding a contract to a qualified supplier to enter into a Master Agreement for a complete line of Maintenance, Repair and Operating (MRO) Supplies and Industrial Supplies in a Retail and Wholesale environment; and Related Products and Services (herein "Products and Services"). 1.2 GENERAL DEFINITION OF PRODUCTS AND/OR SERVICES Contractors are to have the broadest possible selection of MAINTENANCE, REPAIR, OPERATING SUPPLIES, INDUSTRIAL SUPPLIES AND RELATED PRODUCTS AND SERVICES they offer. The intent of this contract is to provide Participating Public Agencies with a comprehensive offering of products and services to meet their various needs. 1.2.1 Maintenance, Repair, Operating (MRO) Supplies and Related Services (Installation, Repair and Renovation) — A complete and comprehensive offering of wholesale and/or retail MRO supplies such as appliances, building materials, hardware, HVAC, kitchen and bath cabinets, janitorial supplies, landscaping equipment and supplies, motors, pumps, paints and coatings, plumbing, pool chemicals and supplies, hand-held general purpose tools, power tools, flooring, window coverings, and any other miscellaneous MRO supplies offered by Supplier. In addition, a complete range of services available through the Supplier such as, but not limited to, installation, renovation services, repair services, training services and any other related services offered by Supplier. 1.2.2 Related Products and Services (Including Installation, Repair and Renovation Services) — A complete range of related products and services offered by Supplier including, but not limited to, installation, repair and renovation services for replacements, upgrades, and remodeling in the residential, commercial and industrial environments relating to any of the following (non -inclusive): roofing, gutters, downspouts, HVAC, plumbin;*, electrical, exterior decks, patios and porches, exterior sidim?, windows and City Council 13 — 24 2/7/2023 SERIAL 16154-RFP doors, interior and exterior painting, weatherization, ADA improvements, hose fabrication, hydraulic repairs, gearbox repairs, conveyor system repairs, vulcanizing, rubber ]fabrication, and any other types of residential, commercial and industrial environments. 2.0 SCOPE OF WORK: 2.1 MAINTENANCE, REPAIR, OPERATING SUPPLIES (MRO) AND RELATED SERVICES (INSTALLATION, REPAIR AND RENOVATION): Provide a complete and comprehensive offering of Retail. MRO supplies such as appliances, building materials, hardware, HVAC, kitchen and bath cabinets, janitorial supplies, landscaping equipment and supplies, motors, pumps, paints and coatings, plumbing, pool chemicals and supplies, hand-held general propose tools, power tools, flooring, window coverings, and any other miscellaneous MRO supplies offered by Supplier. In addition, a complete range of services available through the Supplier such as, but not limited to, installation, renovation services, repair services, training services and any other related services offered by Supplier. 2.2 RELATED PRODUCTS AND SERVICES (INSTALLATION, REPAIR AND RENOVATION SERVICES): 2.2.1 Any related products offered by Supplier. 2.2.2 Services may also include replacements, upgrades, remodeling; and product, turnkey and major category installations. 2.2.3 Services performed shall be non-structural in nature. 2.2.4 Products used in performing these services shall be procured under the awarded contract, at contract prices. 2.2.5 These services may be required in the residential and cormnercial environments and may be any of the following (non -inclusive): 2.2.5.1 Roofing, Gutters, Downspouts 2.2.5.2 HVAC 2.2.5.3 Plumbing 2.2.5.4 Electrical 2.2.5.5 Exterior decks, patios and porches 2.2.5.6 Exterior Siding 2.2.5.7 Windows, Doors 2.2.5.8 Interior/Exterior Painting 2.2.5.9 Weatherization — Storm Windows/Doors, Insulation, 2.2.5.10 ADA Improvements 2.2.6 Services: 2.2.6.1 Providing and managing qualified contractors 2.2.6.2 Budget management in keeping projects on budget Weather Stripping 2.2.6.3 Project management services in design, planning, organizing, scheduling and managing all stages of a project. 2.2.7 Service Providers (Labor): City Council 13 — 25 2/7/2023 SERIAL 16154-RFP 2.2.7.1 Contractor shall serve as the single point of contact between Participating Public Agencies and Service Providers. 2.2.7.2 Contractor shall verify that all Service Providers are Rally licensed for the type of work being performed in the respective state(s). 2.2.7.3 Contractor shall verify each Service Provider maintains at a minimum, the levels of insurance specified under in drat contract. 2.2.7.4 Contractor shall perform a background screen of all Service Providers consisting of (at a minimum): 2.2.7.4.1 National Employee Database 2.2.7.4.2 SSN Verification 2.2.7.4.3 National Criminal Database Check 2.2.7.4.4 Two County Search 2.2.7.4.5 Sex Offender Search 2.2.7.4.6 Annual Review (National Criminal Database) 2.2.7.4.7 Two (2) Year Complete Re -Screen and Renewal 2.2.7.4.8 Financial Background 2.2.7.5 All Service Provider employees shall wear a Service Provider's issued picture identification badge at all limes. 2.3 PRODUCT CATEGORIES: This Agreement is to establish a nationwide purchasing agreement for the acquisition of MRO and related products/services. The category descriptive examples below are not to be considered restrictive, but rather, provide a general, non -inclusive, description of the category. These are standard use in the residential, commercial, and industrial environments. . All products offered shall be new, unused and of the latest design and technology. The intent is for each Proposer to submit their complete product line so that Participating Public Agencies may order a wide array of product as appropriate for their needs. You may subcontract items your firm does not supply. 2.3.1 CATEGORY 1: APPLIANCES Large appliances: refrigerators, washers, dryers, dishwashing machines, stoves, cooktops, range hoods and ovens; TVs, DVR's, small appliances: mixers, toasters, microwave ovens, food processors, disposals, trash compactors, and all ancillary supplies, tools, and components. 2.3.2 CATEGORY 2: BUILDING MATERIALS Lumber (dimensional and timber), millwork, roofing, siding, plywood, paneling, hardwood, trim, molding, fencing, decking, gates, brick, block, doors, windows, bagged goods (concrete, mortar, sand, or asphalt), drywall, rebar, acoustical tiles, rain gutters, garage door openers, insulation, and all ancillary supplies, tools, and components. 2.3.3 CATEGORY 3: HARDWARE Fasteners (nuts/bolts, screws, washers, rivets, nails), builders hardware (hinges, gate hardware, barrel bolts/hasps, corner braces, shelf brackets, closet hardware, springs), threaded rod/steel shapes, anchors, padlocks, lock sets, wheels, casters, ball bearings, rope, chain, metal stock, dry cell batteries, fire extinguishers, signs, cabinet hardware, mail boxes, safes, drop boxes, weatherization products, and all ancillary supplies, City Council 13 — 26 2/7/2023 SERIAL 16154-RFP 2.3.4 CATEGORY 4: HEATING, VENTILATION, AND AIR CONDITIONING (HVAC) Equipment, package units, evaporative coolers, tools, parts, ducting air filtration, thermostats, portable and fixed heaters, fans, and all ancillary supplies, tools, and components. 2.3.5 CATEGORY 5: KITCHEN AND BATH CABINETS Kitchen cabinets, bath vanities, countertops, medicine cabinets, mirrors, and all ancillary supplies, tools, and components. 2.3.6 CATEGORY 6: JANITORIAL SUPPLIES Cleaners, soaps, waxes, strippers, polishes, vacuums, brooms, mops, buckets, gloves, carts, paper goods, and all ancillary supplies, tools, and components. 2.3.7 CATEGORY 7: LANDSCAPING EQUIPMENT AND SUPPLIES Lawn and landscape equipment (gasoline and electric), shovels, rakes, axes, hoes, hoses, nozzles, insect control, herbicides, fertilizers, plants, trees, sprinkler/irrigation equipment and supplies and all ancillary supplies, tools, an components. 2.3.8 CATEGORY 8: MOTORS/PUMPS Fractional and full horse, starters, pulleys, belts, fans, motor controls, and all ancillary supplies, tools, and components. 2.3.9 CATEGORY 9: PAINTS AND COATINGS All types of paints and coatings, wall paper, caulking, spray equipment, aerosol paints, pressure washers, sand blasters, finishes, abrasives, epoxy, cleaners, drywall supplies, tarps, compounds, adhesives, accessories, and all ancillary supplies, tools, and components. 2.3.10 CATEGORY 10: PLUMBING Equipment, parts, piping and fittings, water heaters, furnaces, disposals, pneumatic piping, filters, commodes, sinks, bathtubs, showers, shower doors, faucets, water conditioning equipment, water dispensing equipment, salt, and all ancillary supplies, tools, and components. 2.3.11 CATEGORY 11: POOL SUPPLIES Pool chemicals, tools, timers, pump/motor units, vacuum equipment, patio furniture, parts, and all ancillary supplies, tools, and components. 2.3.12 CATEGORY 12: TOOLS, HAND-HELD GENERAL PURPOSE Hand-held (electric, battery, or pneumatic operated), including accessories, automotive type tools, welding equipment, testing and measuring tools, carts and hand trucks, work benches, tool cabinets, ladders, and all ancillary supplies and components. 2.3.13 CATEGORY 13: TOOLS, POWER TYPE Electric or gas operated, mobile or stationary, bench or floor mounted, including accessories, and all ancillary supplies and components. 2.3.14 CATEGORY 14: FLOORING AND WINDOW COVERINGS All flooring, including but not limited to, vinyl plank, VCT, vinyl tile, ceramic tile, hardwood, carpet tile, carpet and cove base; blinds, shades, screens, window glass, mirrors, parts, and all ancillary supplies, tools, and components. City Council 13 — 27 2/7/2023 SERIAL 16154-RFP 2.3.15 CATEGORY 15: HOSPITALITY Guest room supplies and appliances, personal care amenities, telephones, bed and bath linens, housekeeping cleaning supplies, public restroom supplies, carts, banquet and conference room supplies, guest room and suite fiuniture, fixtures, and equipment, pool and patio equipment, and other hospitality supplies. 2.3.16 CATEGORY 16: WATER AND WASTE WATER TREATMENT Aeration, chart and data recorders, chemical feed, collection systems, flow metering, gauges, grounds maintenance, hose, hydrants, lab chemicals, equipment, and testing, location and leak detection, level and pressure, pipe, plugs, process analysis, pumps, sampling equipment, storm water, tanks, tools, valves, and water treatment. 2.3.17 CATEGORY 17: MISCELLANEOUS Including, but not limited to: shelving (metal or wood composite), safety and emergency equipment, first aid supplies, conditioning salt, scaffolding (purchased), packaging supplies, communication supplies, electrical supplies, lighting supplies, office products, and property management products. 2.3.18 CATEGORY 18: 1N STORE SERVICES Including, but not limited to: glass cutting, pipe threading, planning services (flooring and cabinet), verbal technical advice, special orders, rental equipment, etc. 2.4 PRODUCT ORDERING: 2.4.1 Contractor's limited product line (Wholesale or Retail) shall be available for inteinet ordering 24/7. 2.4.2 Products may be ordered by any of the following methods: 2.4.2.1 Retail Stores (Point of Sale) 2.4.2.2 Internet (Homedepotcom ) 2.4.2.3 Other eProcuretnent options 2.4.2.4 Will Call (Phone or FAX order) 2.5 PRODUCT PRICING: Retail: Products shall be sold at their retail price. An annual volume rebate will be paid to Participating Public Agencies (see Exhibit A). For any purchase over $1,500, more aggressive pricing may be available through the Volume Pricing Program. The discount offered through this program will depend on dollar value, quantity and type of material. In addition, the Pro Rewards Paint program offers Participating Public Agencies further discounts on their paint only purchases (see Exhibit A). 2.6 ON-LINE CATALOG DISCOUNT PRICING: Presently, the capability exists to access a limited on-line catalog reflecting contract pricing of products. 2.7 RELATED PRODUCTS AND SERVICES (INSTALLATION, REPAIR AND RENOVATION SERVICES) PRICING: 2.7.1 All Participating hN Public Agencies shall receive hr a detailed written quotation for all City Council crrvirrc rn hrrfnrmerh ;rod hrnrfiirl(y� rn prn�nrlerl 13 — 28 2/7/2023 SERIAL 16154-RFP 2.7.2 All quotations shall be for a "not to exceed" amount. 2.7.3 As an audit tool, the Contractor(s) shall provide a copy of the most current R.S. Means Bare Cost Data (including any city cost index adjustment) pertaining to all written quotations. 2.7.4 Spending on services shall be included in the annual volume rebate (see Exhibit A). 2.8 SALES REPORTING: 2.8.1 Sales Dollars 2.8.2 Sales histories by manufacturer, item description, part number, quantity, NIGP codes 2.8.3 Procurement card (MasterCard or Visa brand) 2.9 BRAND NAMES: The County reserves the right to request samples to determine quality and acceptability of materials bid by Contractor. . Materials substantially equivalent to those designated shall qualify for consideration of an order. 2.10 DELIVERY, FREIGHT REQUIREMENTS: 2.10.1 All domestic ground shipments shall be FOB Destination, Freieht Prepaid and Included. Any handling fees shall also be included in the pricing. 2.10.2 Any requests for local delivery of orders placed at local stores shall be subject to local delivery fees, if applicable. 2.10.3 Shipping and handling fees are allowable to destinations outside the continental U.S. 2.10.4 A packing list or other suitable shipping document shall accompany each shipment and shall include the following: 2.10.4.1 Contract Serial number 2.10.4.2 Contractor's name and address 2.10.4.3 Participating Public Agency's name and address 2.10.4.4 Participating Public Agency's purchase order number 2.10.4.5 A description of product(s) shipped, including item number(s), quantity (is), number of containers and package number(s), as applicable 3.0 PROCUREMENT REQUIREMENTS: 3.1 SHIPPING TERMS: Bid prices) and terns shall be F.O.B. Destination at ordering Agencies locations for those items requested to be delivered. Delivery charges may apply based on location. 3.2 OPERATING MANUALS (If required): Upon delivery, Contractor shall provide comprehensive operational manuals, service manuals and schematic diagrams, if required by the Using Agency. 3.3 INSTALLATION: (If requited): The Contractor's price shall include delivery and installation of all equipment in a complete operating condition. City Council 13 — 29 2/7/2023 SERIAL 16154-RFP 3.4 ACCEPTANCE: (If required): Upon delivery and successful installation, the material(s) shall be deemed accepted and the warranty period shall begin. All docmnentation shall be completed prior to final acceptance. 3.5 CONTRACTOR EMPLOYEE MANAGEMENT: 3.5.1 Contractor shall endeavor to maintain the personnel proposed in their offer throughout the implementation of the Agreement. in the event that Contractor personnel's employment status changes, Contractor shall. provide County a list of replacement personnel. . Under no circumstances is it acceptable for the implementation schedule to be impacted by a per change on the part of the Contractor. 3.5.2 County reserves the right to immediately remove from its premises any Contractor personnel it determines is a risk to County operations. 3.5.3 County reserves the right to request the replacement of Contractor personnel at any tine, for any reason. 3.6 WARRANTY: Home Depot SOW Information: All repair and renovation services performed by Home Depot carries a one (1) year workmanship warranty and all manufacturers' product warranties shall be passed on to the end customer as further detailed in Contract section 6.5. Home Depot also offers a robust return policy on product purchases, whereas (most) returns within 90 days of purchase are accommodated with a valid sales receipt for exchange, refund, credited to an associated Home Depot 3.6.1 All items furnished under this Contract shall conform to the requirements of this Contract and shall be free from defects in design, materials and workmanship. 3.6.2 The warranty period for workmanship shall be for an initial period of twelve (12) months and commence upon acceptance by County. 3.6.2.1 The Contractor agrees that he will, at his own expense, provide all labor and parts required to remove, repair or replace, and reinstall any such defective workmanship and/or materials which becomes or is found to be defective during the term of this warranty. The Contractor shall guarantee the equipment to be supplied complies with all applicable regulations. 3.7 FACTORY AUTHORIZED SERVICE AVAILABILITY (if required): The Contractor shall have and maintain a local factory authorized service facility within the Phoenix, Arizona metropolitan area. The facility shall be capable of supplying and installing component parts, troubleshooting, repairing and maintaining the products. Minimum service hours shall be from 8:00 A.M. through 5:00 P.M., Arizona Time, Monday through Friday. 3.8 USAGE REPORT: The Contractor shall furnish the County a usage report upon request delineating the acquisition activity governed by the Contract. The format of the report shall be approved by the County and shall disclose the quantity and dollar value of each contract item by individual unit. City Council 13 — 30 2/7/2023 SERIAL 16154-RFP a City Council 13 — 31 2/7/2023 SERIAL 16154-RFP assistants, a.,. GAAtFapt,... .. . �e�eenna�ec��� ee�eexe�e�rsrsee�aen��aenaeew�ecn�n�aReneeReenna City Council 13 — 32 2/7/2023 SERIAL 16154-RFP . _ _ en�rrses!er.au .,ffill .. -------------- City Council 13 — 33 2/7/2023 SERIAL 16154-RFP 16154 EXHIBIT C FACILITIES MANAGEMENT REQUIREMENTS Maricopa County Facilities Management operation requirements. 1.0 HOURS OF SERVICE (any fluctuations to these hours will be handled in the Solicitation): 1.1 REGULAR HOURS are between the hours of 6:00 a.m. and 6:00 p.m., Monday through Friday, excluding County holidays. 1.2 AFTER HOURS are between the hours of 6:00 p.m. and prior to 6:00 a.m., Monday through Friday. 1.3 WEEKENDS are anytime on a Saturday or a Sunday. 1.4 HOLIDAYS are County holidays. 1.5 Services shall be available 24 hours per day, 7 days per week, 365 days per year. 1.6 The Facilities Management Parts Warehouse is open for deliveries between the hours of 7:00 a.m. to 3:00 p.m. weekdays except for County holidays. 2.0 BEGINNING OF WORK: 2.1 Contractor shall provide 24 hours per day, 7 days per week, 365 days per year telephone access, and use best efforts to respond to a call for services within thirty (30) minutes of receipt via phone or email. 2.2 During REGULAR HOURS, AFTER HOURS, WEEKEND or HOLIDAYS, Contractor shall strive to respond on -site to begin work within four (4) hours of receipt of a service request unless arranged for a later date/time with the County per the work order or notice to proceed. 2.3 The four (4) hour response time shall carryover to the next working day if called into Contractor's office as a non -emergency call after 2:00 p.m. The Contractor will be required to begin work by 5:00 a.m. the following day, as mutually agreed to by the Parties. 2.4 Contractors shall strive to respond to EMERGENCY requests immediately and report on - site to begin work within two (2) hours service call request regardless of the time of day, WEEKEND or HOLIDAY. 3.0 TRIP CHARGE: One-time trip charges of $50.00, or other amount only if previously identified to the Maricopa County contact and agreed to by them (one per work order), are permitted when Time and Materials work is requested at the following sites ONLY: 3.1 NICSO Lake Aid Stations (Apache, Bartlett, Blue Point, Canyon and Saguaro) 3.2 County offices located in Gila Bend, AZ 3.3 County offices located in Buckeye, AZ 3.4 County offices located in Aguila, AZ City Council 13 — 34 2/7/2023 SERIAL 16154-RFP 4.0 DEAD END CHARGE: If the Contractor is unable to locate a County representative familiar with the work or is unable to gain access to the work site, the Contractor shall call the County Boiler Room (602-506-3310). The Boiler Room technician will give Contractors further instruction at this time. If the Contractor is delayed or turned away, a $50.00 trip charge shall be authorized by the County. 5.0 CONTRACTOR REQUIREMENTS: 5.1 Contractor shall provide and maintain during the entire period of this contract, all labor, supervision, materials, effort, tools, and equipment sufficient in number, condition and capacity to efficiently perform the work and render the services required by this contract. Contractor shall provide evidence of his ability to furnish equipment and personnel. The Contractor's service truck fleet and/or warehouse shall carry sufficient supply of repair parts and equipment to perform services per Scope of Work presented. 5.2 The Contractor shall perform the work in such a way as to minimize disruption to the normal operation of the County site and building occupants. Upon completion of work, the Contractor is responsible for cleaning and removing from the job site; all debris, materials, and equipment associated with the work performed and County property is restored to the same condition prim to start of the job. Such disturbances may include, but are not limited to: loose dirt, dislocated gravel; removed vegetation; footprints; old asphalt/concrete; etc. Documentation will be performed through an audit and feedback system of contract administration. If an inspection reveals that the Contractor failed to clean up after work has been performed, the County will notify the Contractor of the discrepancy and the Contractor will have twenty-four (24) hours to make the needed correction. Should the Contractor fail to correct noted issues, the County reserves the right to make other arrangements to have the area cleaned and the cost of such work shall be offset from any monies due the Contractor. 5.3 The Contractor shall perform all services in such a manner that does not damage County property. In the event damage occurs to Maricopa County property, or any adjacent property due to any services performed under this contract, the Contractor shall notify the County representative immediately of damages and replace or repair the same at no cost to the County. if damage caused by the Contractor has to be repaired or replaced by the County, and the cost of such work shall be deducted from the monies due the Contractor. 5.4 Contractor's bidding on this solicitation may visit the sites to determine conditions that would affect prices and work performance. As some sites do have internal restrictions, a site visit may be scheduled if necessary. See CIS link for site directions: httus://2isuortal. maricoua.-ov/FM D/Facility/lndex.htmi. 5.5 Contractors must have a facility sufficient to support the work contemplated by this contract within fifty (50) miles of 401 W. Jefferson St., Phoenix AZ 85003. 5.6 The Contractor agrees to utilize only experienced, responsible, and capable people in the performance of the work. 5.7 All vehicles used by Contractor shall be clearly identified with the name of the company on each side of the equipment, including personnel transportation vehicles, or consistent with the Contractor's business practices. The letters shall be of such size that they are distinguishable from a reasonable distance or consistent with the Contractor's business practices. 5.8 All employees of the Contractor shall wear a company uniform identified with the company name that may include of one of the following: Shirt/blouse City Council 13 — 35 2/7/2023 SERIAL 16154-RFP Vest • Cap 5.9 Only authorized employees of the Contractor are allowed on the premises of Maicopa County. Contractor's employees are NOT to be accompanied in their work area by acquaintances, family members, assistants, or any other person unless said person is an authorized employee of the Contractor. 5.10 All work must comply with EPA, OSHA, and any State, County, or local regulations in effect at each service location. Contractor shall adhere to all regulations, rules, ordinances, and standards set by Federal, State, County, and Municipal governments pertaining to safety on the jobsite. If the Contractor is found not to be in compliance with Federal, State, County, and/or Municipal safety rules, ordinances, policy, procedure, or codes, the County may, in accordance with the "Suspension of Work" clause of the contract, suspend the work without cost to the County until such non -compliant issues are rectified to the satisfaction of the Using Agency. Continued non-compliance may result in termination. 6.0 BUILDING ACCESS: 6.1 The Contractor may be provided access to County Facilities at the discretion of Facilities Management. keys, badges, or access cards will be provided per the following guidelines: 6.2 Contractor employees may sign out a set of keys (all looped on a single key ring) upon arrival at site, and must turn -in key set after completion of duties unless they are issued a permanent key. 6.3 Permanent keys may be provided to Contractor employees on a case -by -case basis. Should an employee leave the Contractor's work force, Contractor must immediately notify the County and keys, badges, and access cards must be returned to the County. 6.4 The Contractor shall notify the County within twenty-four (24) hours if any keys, badges, or access cards are lost, misplaced, stolen or otherwise not within the Contractor's control. 6.5 Once this agreement is complete, expired, or terminated, the Contractor shall immediately return all keys, badges, or access cards to the County. 6.6 Failure to comply with these requirements may result in the Contractor being assessed the cost of replacing keys or access cards and any associated cost to ensure the security of County facilities including but not limited to, re -keying the ENTIRE building at the expense of the Contractor. 7.0 CANCELLATION COST: Any scheduled work cancelled without a minimum of 48 hours prior notice to the County will be rescheduled with the Contractor and is subject up -to a 25% reduction of the cost. 8.0 SALVAGE: Salvage and trade-in rights shall be evaluated on a project -by -project basis by the County and shall be determined prior to incorporation in the Contractor's bid price. Salvageable materials without pre -approved Contractor salvage rights shall be securely stored and are not to he transported off the site without written permission from Maricopa County. If Contractor is given salvage rights, salvageable materials shall be removed daily. On -site storage of Contractor's salvaged materials is not permitted. City Council 13 — 36 2/7/2023 SERIAL 16154-RFP 9.0 DELIVERY: 9.1 Delivery shall be made to the County no later than 3:00 p.m. on the seventh (7") calendar day after order is received. 92 Exceptions to delivery schedule will be special order items that must be identified (o the County. 9.3 Maricopa County reserves the right to obtain material on the open market in the event vendors fail to make delivery and charge any price differential to the vendor. 9.4 Delivery will be made to the following address: FACILITIES MANAGEMENT DIVISION (FMD) WAREHOUSE 2401 S. 28th Dr. Phoenix, AZ 85009 Warehouse Manager: 602-506-1935 Warehouse Specialist: 602-506-1943 Receiving hours: 7:00 a.m. — 3:00 p.m. 10.0 FACILITIES MANAGEMENT INVOICES AND PAYMENTS: 10.1 Payment terms shall be calculated based on the date a properly completed invoice is received by the County. 10.2 For transactions using a Home Depot Net 30 Account, Contractors shall provide the County with invoices no later than fourteen (14) days after all services and delivery of goods are complete and accepted by the County rendered final. 10.3 Home Depot Account invoices should contain access to the following information: • Company name, address and contact information • County bill -to name and contact/requestor information • Building name and building number • County purchase order number • Contract or BidSyne agreement number • Maximo (Facilities Management) work order number • Invoice number and date • Date of service or delivery (for Project work: use "Completion date") • Description of services performed • Line item description of parts and materials (Time and Materials work) • Line item labor breakdown: arrival and completion time, rate per hour x no. of hours by personnel type (Time & Materials work) • Total amount due with tax amounts separated (Time and Materials work). *On a separate line, clearly indicate the tax rate being applied City Council 13 — 37 2/7/2023 SERIAL 16154-RFP Payment Terms as stated in the agreement 10.4 Questions regarding billing or invoicing shall be directed to the email address below. 10.5 Invoices shall be e-mailed to: FMD-ACCOLINTSPAVABLE(aiMAIL.MARICOPA.COV 10.6 If invoices cannot be e-mailed, send by mail to: Maricopa County Facilities Management— Accounts Payable 401 W. Jefferson St. Phoenix, Arizona 85003 10.7 Payment shall be made to the Contractor by the Accounts Payable/Finance department through an Electronic Funds Transfer (EFT) process. After Contract Award the Contractor shall complete the Contractor Registration Form located on the County Department of Finance Contractor Registration Web Site (httl)://www.maricopa.2ov/922/Vendors). 10.8 EFT payments to the routing and account numbers designated by the Contractor will include the details on the specific invoices that the payment covers. The Contractor is required to discuss remittance delivery capabilities with their designated financial institution for access to those details. City Council 13 — 38 2/7/2023 SERIAL 16154-RFP HOME DEPOT U.S.A.. INC.. PO BOX 193176. COLUMBUS OH 43218 -2455PACESFFtRPrYROAD. ATLr0ii4.v4. ioi3i PRICING SHEET: NIGP CODE 45041 Terms: NET 30 Vendor Number: VC0000005735 Certificates of Insurance Required Contract Period: To cover the period ending December 31, 24212026. City Council 13 — 39 2/7/2023 Public Works Agency www.santa-ana.org/public-works Item # 14 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report February 7, 2023 TOPIC: Purchase of Security Lighting for Santa Ana Stadium AGENDA TITLE Approve a Purchase Order in the Amount of $282,171 to Musco Sports Lighting, LLC. for LED Sports Lighting with Related Supplies and Services (Project No. 23-2604) (Non - General Fund) RECOMMENDED ACTION Authorize a one-time purchase order to Musco Sports Lighting, LLC. for the purchase of LED sports lighting and installation services for the Santa Ana Stadium in the amount of $282,171, with a contingency of $42,326 for a total of $324,497, subject to non - substantive changes approved by the City Manager and the City Attorney. DISCUSSION The Public Works Agency's Parks Maintenance Division is responsible for overseeing and repairing various parks and facilities. The city -owned Santa Ana Stadium is a multifunctional outdoor stadium that hosts many events including local league's football and soccer games, high school and college athletics, commencement ceremonies, and citywide events. Additionally, the 9,000-seat stadium has hosted national and international soccer leagues for exhibition games. The programming at the Santa Ana Stadium provides leisure, recreation, and entertainment opportunities for residents and highlights our city facility to outside visitors. Public Works staff evaluated the lighting at the Stadium, in collaboration with Parks and Recreation staff, and determined that improvements need to be completed to support the various sporting and recreation events hosted at this site. Staff recommends the installation of Musco luminaires to provide adequate lighting for stadium patrons' safety. Installation of additional lighting will entail modifying existing stadium light poles to accommodate new aerial lighting. This new lighting will facilitate field operations after dusk with area lighting throughout the stadium and its surrounding areas, including pathways and walkways for residents and visitors. Staff proposes to replace the existing lights with Musco LED fixtures that are more energy efficient and includes a 25-year warranty; this saves the City maintenance costs for many years, while also providing energy efficient lighting and creating safer playing fields. City Council 14 — 1 2/7/2023 Purchase of LED Sports Lighting February 7, 2023 Page 2 Santa Ana Ordinance No. NS-2312 authorizes the City to utilize purchase contracts for any public agency utilizing a competitive bid process. Sourcewell awarded a contract to Musco Sports Lighting, LLC. (Contract No. 071619-MSL) as a result of open competitive bidding on behalf of its members, which includes government agencies. Utilizing the contract awarded to Musco Sports Lighting, LLC., allows the City to make purchases through August 27, 2023, and is in accordance with the City's existing Purchasing Guidelines. ENVIRONMENTAL IMPACT There is no environmental impact associated with the action. FISCAL IMPACT Funds are available in the current Fiscal Year 2022-2023 as follows. Fiscal Accounting Fund Accounting Unit, Year Unit -Account # Description Account Amount Dcri 2022- 05113263-66220 Park Park Improvements- 23 (23-2604) Improvement Improvements Other $324,497 Fund Than Building TOTAL $324,497 Submitted By: Nabil Saba, P.E., Executive Director— Public Works Agency Approved By: Kristine Ridge, City Manager City Council 14 — 2 2/7/2023 Public Works Agency hftps://www.santa-ana.org/public-works Item # 15 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report February 7, 2023 TOPIC: Purchase of Six Chevrolet Colorado Trucks for Police and Public Works AGENDA TITLE Award Purchase Order to Penske Chevrolet of Cerritos in the Amount of $346,134 for One 2023 Chevrolet Colorado Crew Cab Short Bed Truck, and Five 2023 Chevrolet Colorado Crew Cab Long Bed Trucks (Specification No. 22-134) (General Fund and Non -General Fund) RECOMMENDED ACTION Authorize a one-time purchase and payment of purchase order to Penske Chevrolet of Cerritos for the purchase of one 2023 Chevrolet Colorado Crew Cab Short Bed Truck, and five 2023 Chevrolet Colorado Crew Cab Long Bed Trucks, in the amount of $336,134, plus a contingency of $10,000, for a total amount not to exceed $346,134, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION The Public Works Agency's Fleet Services Division is responsible for the acquisition, maintenance, repair, and replacement of vehicles, trucks, and maintenance equipment. The Public Works Agency, Water Resources Division is in need of a new vehicle for day to day operations, and the Police Department needs to replace existing aging fleet. One vehicle is for the Public Works Agency Water Resources Division. The division oversees and maintains the daily operations of the City's water and sanitary sewer systems. In order to safely perform necessary system maintenance and repairs, the Water Resources Division relies on specially trained Utility Inspectors to identify utility infrastructure and coordinate with appropriate external agencies prior to City crews performing work. Utility Inspectors also inspect the work of other utilities and contractors performing work within the City to ensure City standards are met. The vehicle requested by Water Resources will be utilized by the Utility Inspectors while performing these important tasks. Five vehicles are for the Santa Ana Police Department (SAPD). The SAPID has a fleet of 245 vehicles, and eight of these vehicles are assigned to the Traffic Division, Parking Control Unit of the Field Operations Bureau. The Police Department uses Chevy Colorado trucks as the standard vehicle for parking control operations. All of the current parking control vehicles are 2005 or 2008 models and are past the useful life of the City Council 15 — 1 2/7/2023 Purchase of Six Chevrolet Colorado Trucks February 7, 2023 Page 2 vehicle in this capacity. The original purchase of these vehicles pre -date the equipment replacement policy that Fleet implemented to begin setting aside funds for the eventual replacement of the vehicles. The SAPID was authorized with a one-time allocation of funds to replace a few vehicles as part of the FY 2022-23 annual budget process. These new Colorado Crew Cab Long Bed trucks will replace four Ford Ranger vehicles and one Ford Escape. The Notice Inviting Bids was advertised on September 27, 2022 on the City's online bid and management publication system. A summary of the Invitation for Bid and bids received is as follows: Vendors notified 208 Santa Ana vendors notified 1 Vendors downloaded the bid packet 8 Bids received 1 Bids received from Santa Ana vendors 0 Bids were solicited, opened on November 30, 2022, and evaluated. The bid submitted by Penske Chevrolet of Cerritos located in Cerritos, California was determined responsive to the specifications and meets the City's requirements. ENVIRONMENTAL IMPACT There is no environmental impact associated with the action. FISCAL IMPACT Funds are budgeted and made available in the following accounts for the specified year. Fiscal Accounting Accounting Unit - Year Unit -Account Fund Description Account Description Amount 2022-23 01114405- General Fund - PD Traffic - Machinery & $285,420 66400 Equipment 06017641- Water System 2022-23 66400 Water Fund Maintenance - $60,714 Machinery & Equipment Total $346,134 Submitted By: Nabil Saba, P.E., Executive Director— Public Works Agency Approved By: Kristine Ridge, City Manager City Council 15 — 2 2/7/2023 Public Works Agency www.santa-ana.org/public-works Item # 16 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report February 7, 2023 TOPIC: Purchase of Eight Chevrolet Colorado Trucks for Public Works AGENDA TITLE Award a Purchase Order in the Amount of $399,274 to National Auto Fleet Group for Eight Chevrolet Colorado Trucks for the Public Works Maintenance Services, Building Maintenance, CIP Engineering, and NPDES Divisions (Specification No. 22-135) (Non - General Fund) RECOMMENDED ACTION Authorize a one-time purchase and payment of purchase order to National Auto Fleet Group for the purchase of eight Chevrolet Colorado Trucks in the amount of $369,274, plus a contingency of $30,000, for a total amount not to exceed $399,274, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION The Public Works Agency's Fleet Services Division is responsible for the acquisition, maintenance, repair, and replacement of vehicles, trucks, and maintenance equipment. Within the Public Works Agency, the Maintenance Services Division, Building Maintenance Division, CIP Engineering Division, and National Pollutant Discharge Elimination System (NPDES), program staff is in need of replacing existing vehicles and adding new vehicles to the city's fleet. One vehicle is for the Maintenance Services Division. The division is responsible for the maintenance of approximately 400 miles of streets and 50,000 street trees. The vehicle is to be utilized by staff to conduct daily operations including work site inspections and transporting/hauling heavy debris and supplies. Furthermore, the vehicle will be crucial and heavily used during emergency and rain/windstorm situations for staff to survey, monitor, and assess conditions to deploy resources where most needed. Two vehicles are for the Building Maintenance Division. The division is responsible for the maintenance and repair of city facilities. In order to mobilize the Building Maintenance team to these facilities to perform preventative maintenance, corrective maintenance, and emergency repairs, the division is in need of additional vehicles. Four vehicles are for the CIP Engineering Division, Construction Inspection team. The Construction Inspectors provide citywide inspection for all capital projects within the City Council 16 — 1 2/7/2023 Purchase of Eight Chevrolet Colorado Trucks February 7, 2023 Page 2 public right-of-way, as well as processing permits for citywide -related development projects. The new vehicles will replace half of the Inspector's aging fleet to ensure continued operational efficiencies and to avoid downtime. One vehicle is for the NPDES program staff. The NPDES program staff conduct routine inspections at construction sites, industrial facilities, and commercial facilities to maintain compliance with the City's Water Quality Ordinance. With the addition of a new NPDES program staff member, an additional vehicle is required for staff to perform their necessary job duties. Santa Ana Ordinance No. NS-2312 authorizes the City to utilize purchase contracts for any public agency utilizing a competitive bid process. Sourcewell (formerly National Joint Powers Alliance), awarded a contract to National Auto Fleet Group (Contract No. 091521-NAF) for procurement of Cars, Trucks, Vans, SUVs, Cab Chassis, & Other Vehicles as a result of open competitive bidding on behalf of its members, which includes government agencies. Utilizing the contract awarded to National Auto Fleet Group allows the City to make purchases through November 8, 2025, and is in accordance with the City's existing Purchasing Guidelines. ENVIRONMENTAL IMPACT There is no environmental impact associated with the action. FISCAL IMPACT Funds are budgeted and made available in the following accounts for the specified year. Fiscal Accounting Accounting Unit - Year Unit -Account Fund Description Account Description Amount Federal Clean Federal Clean Water 2022-23 05717640- Water Protection Protection Enterprise - $48,791 66400 Enterprise Machinery & Equipment Public Works- 2022-23 06817640- Sanitation Fund Environment/Sanitation $50,580 66400 - Machinery & Equipment Equipment 2022-23 07017100- Equipment Replacement- $299,903 66400 Replacement Machinery & Equipment Total $399,274 City Council 16 — 2 2/7/2023 Purchase of Eight Chevrolet Colorado Trucks February 7, 2023 Page 3 Submitted By: Nabil Saba, P.E., Executive Director— Public Works Agency Approved By: Kristine Ridge, City Manager City Council 16 — 3 2/7/2023 Police Department www.santa-ana.org/police Item # 17 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report February 7, 2023 TOPIC: Supplemental Law Enforcement Services Account Funds AGENDA TITLE: Approve Appropriation Adjustment Recognizing $674,887 in Supplemental Law Enforcement Services Account Funds and Spending Plan (Non -General Fund) RECOMMENDED ACTION 1. Approve an appropriation adjustment recognizing $674,887 in Law Enforcement Grants revenue account and appropriate same to the Supplemental Law Enforcement Services Fund expenditure account. (Requires five affirmative votes) 2. Approve use of the Supplemental Law Enforcement Services Account funds for frontline municipal police services as included within this staff report. DISCUSSION In 1996, the California State Assembly Bill 3229 established the Citizens Option for Public Safety (COPS) program and the creation of a Supplemental Law Enforcement Services Fund (SLESF). The purpose of SLESF was to provide funding to local government to supplement public safety services. Funding allocations are based on annual estimated population figures for respective counties and cities. In 2011, the SLESF became known as the Supplemental Law Enforcement Services Account (SLESA). SLESA funds can only be used to fund frontline law enforcement services and must supplement existing services and not supplant any current funding. These funds can be used for salaries, services, supplies, equipment, and administrative overhead. CA Government Code Sections 30061-30063 (Chapter 6.7 Supplemental Local Law Enforcement Funding) requires the City Council to appropriate existing and anticipated funds in accordance with written requests submitted by the Chief of Police. Adoption of the FY 2022-23 annual budget included $829,970 in SLESA funds received in prior fiscal years. The Police Department requests the approval of an appropriation adjustment to recognize additional funds received in the amount of $674,887. The total City Council 17 — 1 2/7/2023 Supplemental Law Enforcement Services Account Funds February 7, 2023 Page 2 amount of previously recognized and newly received funds is $1,504,857. The Police Department plans to use these funds for front line law enforcement services as follows: • Hand-held portable and mobile radios, including accessories such as batteries and chargers; • Police vehicles; • Facility improvements, such as building security access system and interview room camera system upgrades; • Miscellaneous equipment, including lapel microphones; • Frontline law enforcement training and overtime. ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT Approval of the appropriation adjustment will recognize $674,887 in Law Enforcement Grants, State Grants -Indirect SLESF revenue account (no. 12814002-52026), and appropriate same to the Supplemental Law Enforcement Services Fund expenditure account as follows: Fiscal Accounting Unit Accounting Unit — Year — Account No. Fund Description Account No. Amount Description FY 2022- 12814407- Supplemental Law 23 Enforcement SLESA, Various ,887 F (Feb. -June) various Services Fund Any remaining balances not expended at the end of the fiscal year will be presented to City Council for approval of carryovers to FY 2023-24. Submitted By: David Valentin, Police Chief Approved By: Kristine Ridge, City Manager City Council 17 — 2 2/7/2023 Community Development Agency santa-ana.org/community-development Item # 18 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report February 7, 2023 TOPIC: Appropriation Adjustment to Recognize Homeless Housing, Assistance and Prevention Program Funds AGENDA TITLE: Approve Appropriation Adjustment to Recognize Remainder Disbursement of Homeless Housing, Assistance and Prevention Program Funds — Round 3 (Non -General Fund) RECOMMENDED ACTION Approve appropriation adjustment recognizing $8,232,281.35 in funds from the State of California, Business, Consumer Services and Housing Agency in revenue account (no.12218002-52025) and appropriate the same amount to expenditure account (no. 12218717-various) to address homelessness in the City of Santa Ana. (Requires five affirmative votes) DISCUSSION The Homeless Housing, Assistance and Prevention Program (HHAP) was signed into law on July 31, 2019 by Governor Newsom. HHAP Round 1 was a $650 million grant that provided local jurisdictions with funds to support regional coordination, and expand or develop local capacity to address their immediate homelessness challenges. The City of Santa Ana (City) was awarded $8,422,162.84. The majority of these funds were used for the tenant improvements at the Homeless Navigation Center. HHAP Round 2 was a $300 million grant that supported previous funding to respond to homelessness. The City was awarded $3,981,386. Similar to Round 1 funds, the majority of these funds were used for tenant improvements at the Homeless Navigation Center. HHAP Round 3 is a $1 billion block grant that supports both HHAP Round 1 and Round 2 funding activities and the City will use the HHAP Round 3 grant ($10,290,351.69) for Navigation Center operation costs, outreach and engagement, administration, and the delivery of permanent housing for homeless youth. The City received an initial disbursement of $2,058,070.34, of which a portion was used for tenant improvements at the Navigation Center and for outreach and engagement. To receive the remaining portion of the grant award, totaling $8,232,281.35, the State of California required that all eligible entities submit an application including an approved local homelessness City Council 18 — 1 2/7/2023 AA to Recognize Homeless Housing, Assistance and Prevention Program Funds February 7, 2023 Page 2 plan. City Council approved the City's application and plan on June 7, 2022. In early November 2022, Governor Newsom paused the final disbursement of funds, demanding more accountability and results across the State. In late November, the City was notified that the remainder of the disbursement would be received following the execution of grant contracts. FISCAL IMPACT Approval of the appropriation adjustment will recognize $8,232,281.35 in funds from the State of California, Business, Consumer Services and Housing Agency into the HEAP 8 HHAP Grant revenue account (no. 12218002-52025 State Grant -Direct) and appropriate the same amount into the HHAP-3 Grant expenditure accounts (nos. 1 2218717-various.) Any remaining balances not expended at the end of the fiscal year will be presented to City Council for approval of carryovers to FY 23-24. All funds are to be used by June 30, 2026. EXHIBIT(S) 1. HHAP 3 Remainder Disbursement Award Letter Submitted By: Michael L. Garcia, Executive Director of Community Development Approved By: Kristine Ridge, City Manager City Council 18 — 2 2/7/2023 California Interagency Council CAL ICH on Homelessness 0 Business, Consumer Services and Housing Agency Gavin Newsom, Governor ) Lourdes M. Castro Ramirez, Secretary November 21. 2022 City of Santa Ana Community Development Agency 20 Civic Center Plaza, M-25 Santa Ana, CA 92701 RE: HHAP-3 Remainder Disbursement Announcement- City of Santa Ana Agreement # 22-HHAP-20004 Remainder Disbursement: $ 8,232,281.35 Dear Terri Eggers: The Business, Consumer Services and Housing Agency's (BCSH) California Interagency Council on Homelessness (Cal ICH) is pleased to announce that the City of Santa Ana has been awarded a Homeless Housing, Assistance and Prevention Round 3 (HHAP-3) Remainder Disbursement in the amount of $ 8,232,281.35 This letter constitutes notice of the remainder award of HHAP-3 funds. The City of Santa Ana will receive its remainder disbursement of funds after the Remainder Disbursement Contract for Funds is fully executed. Please be advised that this award is subject to the terms and conditions of the Remainder Disbursement Standard Agreement Exhibits enclosed with this award packet. Failure to sign and return the Remainder Disbursement documents within 30 days of receipt from BCSH may result in a delay of disbursement of funds. Congratulations on receiving your remainder HHAP-3 award. For further information or if you have any questions, please contact the Cal ICH grants team at HHAP Oct bcsh.ca.aov. Sincerely, Victor Duron, Grants Director City Coohcbr- -`— .., . --- .. ,---2/7/2023 XAAA i hrch ra n % hr Community Development Agency www.santa-ana.org/community-development Item # 19 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report February 7, 2023 TOPIC: Approve Appropriation Adjustment to Recognize Permanent Local Housing Allocation AGENDA TITLE: Approve Appropriation Adjustment to Recognize Permanent Local Housing Allocation (Non -General Fund) RECOMMENDED ACTION Approve an appropriation adjustment recognizing $4,795,654 in funds from the State of California, into the Permanent Local Housing Allocation (PLHA) Program revenue account and appropriate the same amount into the PLHA Round 3 expenditure account to address homelessness in the City of Santa Ana. (Requires five affirmative votes) 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 housing production 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 such as the City of Santa Ana (City). The grants are 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 is an entitlement jurisdiction and is eligible to receive annual awards. As the number of real estate transactions that are recorded varies from year to year, so will the grant amount to the City. Over the last three years, the City has received a total of $11,957,188, including this current award of $4,795,654. The City utilized the first year PLHA allocation for Navigation Center tenant improvement expenses. The remaining four (4) allocations are earmarked for the operation and future purchase of this site. The allocation also allows for a portion of the funds to be used for the administration of the Homeless 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 City Council 19 — 1 2/7/2023 Approve Appropriation Adjustment to Recognize Permanent Local Housing Allocation February 7, 2023 Page 2 centers and emergency shelters. Further these PLHA funds will build upon the City's existing efforts to prevent and combat homelessness, to address the needs of homeless and unstably housed residents. FISCAL IMPACT Approval of the appropriation adjustment will recognize $4,795,654 in funds from the State of California, in PLHA Program revenue account (No. 15818002-52025 State Grant and appropriate the same amount to expenditure account (No. 15818702- various). Any remaining balances not expended at the end of the fiscal year will be presented to the City Council for approval of carryovers to FY 23-24. EXHIBIT(S) 1. Award Announcement - Permanent Local Housing Allocation Program Round 3 Submitted By: Michael L. Garcia, Executive Director of Community Development Approved By: Kristine Ridge, City Manager City Council 19 — 2 2/7/2023 STATE OF CALIFORNIA- BUSINESS, CONSUMER SERVICES AND HOUSING AGENCY GAVIN NEWSOM, Governor DEPARTMENT OF HOUSING AND COMMUNITY DEVELOPMENT DIVISION OF STATE FINANCIAL ASSISTANCE EXHIBIT 1 2020 W. El Camino Avenue, Suite 670, 95833 0 0 P. O. Box 952054 Sacramento, CA 94252-2054 (916) 263-2771 www.hcd.ca.nov November 15, 2022 Terri Eggers, Homeless Services Manager City of Santa Ana 20 Civic Center Plaza, M-25 Santa Ana. CA 92701 Dear Terri Eggers: RE: Award Announcement — Permanent Local Housing Allocation Program Round 3, Notice of Funding Availability, Fiscal Year 2021/2022 City of Santa Ana Contract No. 20-PLHA-15193 The California Department of Housing and Community Development (Department) is pleased to announce that the City of Santa Ana has been awarded a Permanent Local Housing Allocation (PLHA) program award in the amount of $4,795,654. This letter constitutes notice of the designation of PLHA program funds for use in Orange County for the following activity: • Operating and Capital Costs for Navigation Centers The City of Santa Ana will be required to enter into a Standard Agreement that will set forth conditions for funding and milestones that are required to be met. Reimbursement of eligible expenses are subject to the terms outlined in Section 304(d) of the PLHA adopted program guidelines. Congratulations on your successful application. For further information, please contact Doniell Cummings, PLHA Program Manager, Program Design and Implementation Branch, at (916) 695-9006 or Doniell.Cummings(a)hcd.ca.gov. Sincerely, nnifer Seeger Deputy Director Division of State Financial Assistance City Council 19 — 3 2/7/2023 Community Development Agency www.santa-ana.org/community-development Item # 20 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report February 7, 2023 TOPIC: Agreement with 3Di, Inc. for the Rent Stabilization and Just Cause Eviction Ordinance Rental Registry Portal AGENDA TITLE: Approve Agreement with 3Di, Inc. for the Rent Stabilization and Just Cause Eviction Ordinance Rental Registry Portal (Non -General Fund) RECOMMENDED ACTION Authorize the City Manager to execute an agreement with 3Di, Inc. to implement, operate, and maintain a rental registry portal for the Rent Stabilization and Just Cause Eviction Ordinance, for a three-year term beginning on February 7, 2023 through January 31, 2026, in an amount not to exceed $305,895, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION On October 18, 2022, the City Council adopted the Rent Stabilization and Just Cause Eviction Ordinance ("Ordinance"). The Ordinance includes a rental registry which is a portal where landlords register their rental units, update rental unit information, update tenancy information, submit notices, and pay the rental registry fee. Per the Ordinance, effective July 1, 2023, the City shall create a rental registry and all landlords with rental units in the City shall complete and submit registration forms for each of their rental units. The rental registry is one of the core functional components of the Ordinance to support landlords and tenants in the City. To fulfill this statutory requirement, on November 18, 2022, staff issued a Request for Proposals (RFP # 22-156) seeking proposals from qualified firms to implement, operate, and maintain a rental registry portal for the City's Ordinance. The RFP was posted on the City's website and the City's Planet Bids portal. Letters announcing the RFP were sent by e-mail to individuals and firms who had previously requested to be informed of such opportunities as well as other firms that staff identified through research. The City received two proposals before the submission deadline which, following a minimum threshold review by staff, met the minimum requirements of the RFP. For evaluation purposes, staff formed a Review Panel consisting of two staff from the Community Development Agency and two staff from RSG, Inc., who the City contracts with to assist in the administration of the Ordinance. The Review Panel met on December 8, 2022 to review the proposals. Each proposal was evaluated by the City Council 20-1 2/7/2023 Rental Registry Portal for the Rent Stabilization and Just Cause Eviction Ordinance February 7, 2023 Page 2 Review Panel based upon the evaluation criteria in the RFP. The following table summarizes the results of the evaluation by the Review Panel, providing the average score and ranking for each proposal: Rank Proposal Submitted By Average Score* 1 3Di, Inc. 89 2 Citizenserve 68 * Maximum score is 100 points The highest scoring proposal was from 3Di, Inc. Following this competitive procurement process, staff recommends approving an Agreement with 3Di, Inc. to best serve the needs of the City to implement, operate, and maintain a rental registry portal for the City's Ordinance. 3Di, Inc. brings over 20 years of experience delivering comprehensive, fully integrated solutions for affordable housing, accessible housing, and tenant protections. 3Di has successfully implemented a rental registry in multiple other jurisdictions with rent stabilization ordinances, including Los Angeles County, Los Angeles City, Beverly Hills, Inglewood, Berkeley, Alameda City, Mountain View, and San Francisco. 3Di was recommended by these other cities with rent stabilization ordinances. Based on their experience working with other cities with rent stabilization, 3Di, Inc. will implement a rental registry that supports an accurate rental unit inventory, enforces livability standards, ensures evictions happen for just causes, and provides key data needed to understand and stabilize the rent burdens within the City. The proposed Agreement with 3Di, Inc. to implement, operate, and maintain a rental registry portal for the Ordinance will not exceed $305,895 over a three-year period (Exhibit 1). The Agreement includes a one-time implementation fee of $60,000 followed by annual subscription fees for year 1, 2, and 3. Implementation of the rental registry portal will require at least five months of work prior to the July 1, 2023 deadline. Prior to finalizing the Agreement, staff in the Community Development Agency coordinated with the Finance and Management Services Agency and Information Technology (IT) to ensure the rental registry portal will be implemented seamlessly with the City's existing payment processing system and IT services. With approval from the City Council, staff will execute the proposed Agreement with 3Di, Inc. in order to successfully launch a rental registry on July 1, 2023, in compliance with the Ordinance. Regarding the funding to pay for the rental registry portal, the Ordinance and rental registry portal will be permanently funded from rental registry fees paid by property owners. To begin the process to determine these fees, on November 18, 2022, staff issued a second Request for Proposals (RFP #22-155) to conduct a comprehensive fee study to determine appropriate program fees that would recover all program costs associated with services provided under the Ordinance. Following this second procurement process, staff selected Revenue & Cost Specialists, LLC to conduct this fee study and entered into an Agreement for $34,300. Following the fee study, a rental registry fee will be recommended to the City Council for approval in the FY 23-24 City Council 20 — 2 2/7/2023 Rental Registry Portal for the Rent Stabilization and Just Cause Eviction Ordinance February 7, 2023 Page 3 Miscellaneous Fee Schedule. In order to ensure staff have sufficient time to implement the rental registry that will be permanently funded from the rental registry fees, staff are seeking approval of the proposed Agreement with 3Di, Inc. such that work can begin on implementing the portal now. If the City Council does not approve the proposed Agreement with 3Di, Inc., staff will not be able to meet the July 1, 2023 statutory deadline for the creation of a rental registry in the Ordinance. FISCAL IMPACT When staff launches the rental registry and begins collecting rental registry fees on July 1, 2023, funds will accumulate in an account specific to the administration of the Ordinance. Since the rental registry portal must be created in order to begin the collection of fees, staff has submitted a Mid -Year Budget adjustment for $53,200 from the Inclusionary Housing Fund (41718820-62300 Contract Services) which will be utilized initially for this Agreement in the current fiscal year. Staff will explore reimbursement of the Inclusionary Housing Fund after rental registry fee revenue is accumulated. In future fiscal years, funding will be included in the proposed Rent Stabilization Program budget for City Council consideration. EXHIBIT 1. Agreement with 3Di, Inc. Submitted By: Michael L. Garcia, Executive Director of Community Development Approved By: Kristine Ridge, City Manager City Council 20 — 3 2/7/2023 WNOMI1:31i1 SOFTWARE AS A SERVICE (SaaS) SUBSCRIPTION INITIAL/RENEWAL AGREEMENT Contract Date: Subscription Renewal Date: February 7, 2023 February 7, 2023 Company: Company Contact: 3Di, inc. Don Christoff, Director 3 Pointe Drive, Suite 307 don. chri stoff(&3di systems.com Brea. CA 92821 724.866.6646 Customer: Customer Contact: City of Santa Ana— Community Development Agency Sara Court 20 Civic Center Plaza. Santa Ana, CA 92701 scourt(i�santa-ana.or¢ 714-647-5375 Software as a Service Subscription Products: 3Di Engage Platform (the "Products(s)"). Implementation Services: Company will use connnercially reasonable efforts to provide Customers the services as described in the Proposal, which is attached as Exhibit A. Customers shall pay Company the Implementation Fee in accordance with the terms herein Subscription Fees: Customer will pay $78,000 for year 1, $81,900 initial Subscription Term: This Agreement's Term for year 2, and $85,995 for year 3, subject to the terms of Section 4 is 3 years, beginning on February 7, 2023, and herein. Pricing details are located in Exhibit A. ending on January 31, 2026. Year unless this Implementation Fees: Customer will pay a one-time fee of $60,000 Agreement ends sooner according to the terms upon completion of the implementation. Final Statement of Work will elsewhere in this document. be determined and agreed upon during the implementation Kick Off Renewal Subscription Term: Upon expiration of the meetings. Implementation pricing details are located in Exhibit A. initial subscription term of this Agreement and subject to funding availability, Customer shall have the ability Number of Genie Hours support per month: 20 to renew the term of the Agreement on terms and The Genie Hours support hours may not be carried over from one conditions mutually agreed upon by Customer and month to next. Company. Each renewal term shall be exercisable in writing by the City Manager and City Attorney. Subscription Service Capacity: Up to 50,000 rental units annually. Conditions: • Subscription costs are applicable from February 7, 2023. • Annual payments for subscription are preferred but monthly payments can be accommodated upon request. Subscriptions are billed at the time of contract execution. Implementation costs are billed upon completion of the implementation. • Customization beyond the 20 Genie Hours in any given monthly period will be charged on T&M basis. • Data migration and integration with other software solutions are included as specified. • If desired, customer will provide web services for integration of the city's Microsoft AD servers or ADFS to authenticate the city staff users. • The customer will provide access to the web services for connecting to their ESRI instance, if required. • The customer will make available necessary resources for requirements gathering, testing, deployment and training as required by the project plan. • 3Di's Engage solutions will provide cloud -based data archival, depending on which option that the customer decides to purchase. As long as the subscription is active, 3Di will continue the storage. The customer will have anytime access to their data and they have the ability and right to download the data for other storage/usage options. • Any costs related to sending text message notifications are not included. City Council 1 20-4 2/7/2023 SOFTWARE AS A SERVICE (SaaS) AGREEMENT This SaaS Agreement ("Agreement") is entered into on this _7th day of February 2023 (the "Effective Date") between 3Di, Inc. (DBA 31)i Systems) with a place of business at 3 Pointe Drive, Suite 307, Brea, CA 92821 ("Company"), and the Customers listed above ("Customers"). This Agreement includes and incorporates the above Agreement Terns, as well as the attached Terms and Conditions and exhibits, and contains, among other thins, warranty disclaimers_ liability limitations and use limitations. There shall be no force or effect to any different terms of any related purchase order or similar form even if signed by the parties after the date hereof. 3Di, Inc.: City of Santa Ana: Bv: Whir Desai Name: Kristine Ridge Title: C.O.O. & C.F.O. Title: City Manager Attest: Clerk of the Council Recommended for Approval: Michael Garcia. Executive Director Community Development Agency Approved as to Form: SONIA R. CARVALHO City Attorney Jose Montoya Assistant City Attorney City Council 20 — 5 2/7/2023 TERMS AND CONDITIONS 1. SAAS SERVICES AND SUPPORT 1.1 Subject to the terms ofthisAgreement,Companywilluse commercially reasonable efforts to provide Customer the Services in accordance with the Service Level Terms attached hereto as Exhibit B and as further delineated in Company's proposal to RFP No. 22-156 dated December2, 2022 attached hereto as Exhibit C. As part of the registration process, Customer will identify an administrative user name and password for Customer's Company account. Company reserves the right to refuse registrationof, or cancel passwords it deems inappropriate. 1.2 Subject to the terms hereof, Company will provide Customer with reasonable technical support services in accordance with the terms set forth in Exhibit D. 1.3 Company uses Amazon Web Services (AWS) as the default service provider for hosting software solutions. As such Company is subject to the terms of their services (available via the provided URLs) in Exhibit E. 2. RESTRICTIONS AND RESPONSIBILITIES 2.1 Customer will not, directly or indirectly: reverse engineer, dccompile, disassemble or otherwise attempt o discover the source code, object code or underlying structure, ideas, know- how or algorithms relevant to the Services or any software, documentation or data related to the Services ("Software"), modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels. With respect to any Software that is distributed or provided to Customer for use on Customer premises or devices, Company hereby grants Customer a non-exclusive, non- transferable, non -sub -licensable license to use such Software during the Term only in connection with the Services. 2.2 Further, Customer may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are "commercial items" and according to DFAR section 252.227-7014(a)(1) and (5) are deemed to be "commercial computer software" and "cormmercial computer software documentation." Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such connuercial software or connaercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement. 2.3 Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Company's standard published policies then in effect (the "Policy") and all applicable laws and regulations. 2.4 Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, and (e) all intellectual property rights related to any of the foregoing. 2.5 Notwithstanding anything to the contrary, Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and No rights or licenses are granted except as expressly set forth herein. Except for Company's Software and intellectual property, Customer shall own all data and other records and deliverables specific to Customer that are provided, created or maintained pursuant to this Agreement ("Customer Data"). Company shall take reasonable measures to protect, and prevent the loss of Customer Data. within Company's custody or control. 2.6 Customer acknowledges and agrees that the Company is not providing any consulting or advisory services to the Customer, legal or otherwise, in connection with the Services or Software or Application. 3. PAYMENT OF FEES 3.1 Customer will pay Company the then applicable fees described in the Agreement for the Services and Implementation Sen>ices in accordance with the terms therein (the "Fees"). If Customer's use of the Services exceeds the Service Capacity set forth on the Agreement or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then -current renewal term, upon thirty(30) days prior notice to Customer (which may be sent by email). If Customer believes that Company has billed Customer incorrectly, Customer must contact Company, in order to receive an adjustment or credit. Inquiries should be directed to Company's customer support department. The total amount to be expended during the term of this Agreement, including renewal periods, shall not exceed $305,895. City Council 20 — 6 2/7/2023 3.2 Company may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Company forty-five (45) days after the mailing date. 4. TERM AND TERMINATION 4.1 Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the Agreement (the "Term"), unless either party requests in writing termination at least thirty (30) days prior to the end of the then - current term. 4.2 In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days' notice, if the other party materially breaches any of the terms or conditions of this Agreement. Customer will pay in full for the Services up to and including the last day on which the Services are provided. Upon termination for any reason, Customer shall cease all use of the Software and Application and the Company will make all Customer Data available to Customer for electronic retrieval fm a period of 120 days, but thereafter Company shall delete stored Customer Data. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liabilitv. 5. CONFIDENTIAL INFORMATION 5.1 The Company and the Customer understand and agree that in the performance of this Agreement, each party may have access to or may be exposed to, directly or indirectly, proprietary or confidential information of the other party, including, but not limited to, trade secrets, Web site usage statistics, marketing and business plans, Customer Data and technical information ("Confidential Information"). 5.2 Each party agrees that it shall not, during the term of this Agreement and after its termination, use (except as expressly authorized by this Agreement) or disclose Confidential Information of the other parry without the prior written consent of the other party, unless the receiving party can prove such Confidential Information (i) was known to the receiving parry prior to the Effective Date of this Agreement, or (it) is or becomes publicly available without breach of this Agreement, or (iii) becomes known to the receiving party after rightful disclosure from a third parry notunder an obligation of confidentiality; or (iv) was independently developed by the receiving party without the use of the disclosing party's Confidential Information. The receiving party will have the right to disclose Confidential Information without being in breach of this Agreement to the minimum extent necessary to comply with a lawful court order or government regulation, provided that the receiving party provide the disclosing party with advance written notice thereof, and reasonably cooperates with the disclosing parry to seek confidential or protective treatment of such Confidential Information. In addition, the receiving party agrees to take all reasonable measures to protect and maintain in confidence the Confidential Information received from the disclosing party. Willi respect to Confidential Information disclosed by a party under this Agreement, this Section 5 shall supersede any existing agreement relating to confidential treatment and/or nondisclosure of Confidential Information. 6. R'ARRANTY AND DISCLAIMER Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike inamier. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third -party providers, or because of other causes beyond Company's reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED "AS IS" AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON - INFRINGEMENT. 7. INDEMNITY Company shall hold Customer harmless from liability to third parties resulting from infringement by the Service of any United States patent or any copyright or misappropriation of any trade secret, provided Company is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement; Company will not be responsible for any settlement it does not approve in writing. The foregoing obligations do not apply with respect to portions or components of the Service (i) not supplied by Company, (ii) made in whole or in part in accordance with Customer specifications, (iii) that are modified after delivery by Company, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Customer's use of the Service is not strictly in accordance with this Agreement. If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by Company to be infringing. Company may, at its option and expense (a) replace or modify the Service to be non -infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Customer a license to continue using the Service, or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and Customer's rights City Council 420 — 7 2/7/2023 WA OMII:31il hereunder and provide Customer a refund of any prepaid, unused fees for the Service. S. INSURANCE Company, at their sole cost and expense, shall maintain coverage as set forth in Exhibit F.. This Agreement's insurance provisions: (i) are separate and independent fronr the indemnification and defense provisions herein; and (it) do not limit, in anv way, the applicability, scope, m obligations of the indemnification and defense provisions. 9. LIMITATION OF LIABILITY NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, COMPANY AND ITS SUPPLIERS, OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS, AND EMPLOYEES, COMPANY AND CITY SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY'S AND CITY'S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE AMOUNTS SET FORTH IN THE INSURANCE REQUIREMENTS, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 10. FORCE MAJEURE The Company shall not be liable to the Customer or any other person or entity for any delay or failure in the performance of this Agreement or for loss or damage of any nature whatsoever suffered by such party due to disruption or unavailability of communication facilities, utility or Internet service provider failure, acts of war, acts of vandalism, terrorism, lightning, fire. 11. VERIFICATION AND AUDIT The Company may, at its expense, audit the Customer's use of the Software and Application, provided that any such audit shall not interfere with the Customer's business activities. The Company shall be permitted to conduct automated audits at its schedule. 12. INDEPENDENT CONTRACTOR The relationship of Parties is solely that of independent contractors. Nothing contained in this Agreement shall be construed to give either party the power to direct or control the activities of the other or constitute either party as the other's partner, joint venture member, co-owner, agent, franchisee or employee. 13. COMMERCIAL ITEM This Section shall apply if the Customer is part of the United States government or is otherwise subject to regulations promulgated by the United States goverment for the procurement of goods and services. The Software and Application are both "commercial items" under FAR §2.101 and consist of "commercial computer software" and "commercial computer software documentation" under FAR § 12.212 and DFARS §227- 7202. Any use, duplication, or disclosure of the Software or Application or associated documentation by the Customer is governed solely by the terms of this Agreement. Any technical data customarily provided with the Software or Application shall also be governed by the terms of this Agreement pursuant to FAR § 12.211. Further, the parties acknowledge that all items or services ordered and delivered under this Agreement are commercial items as defined under Part 12 of the Federal Acquisition Regulation (FAR). In particular, the Company agrees to be bound only by those Federal contracting clauses that apply to "commercial" suppliers and that are contained in FAR 52.212-5(e)(1) (OCT 2003). Further, in the event that the parties negotiate or agree upon a change in the price provided in this Agreement, or should the Company become entitled to an equitable adjustment in the price, the Company shall not be required to comply with the contract cost principles or cost accounting standards of the FAR. 14. BILLING The "Service Fees" are billed on an annual basis in advance; and, due upon receipt of invoice. This secures site, servers and resources necessary to begin project. The "Implementation Fees" are billed upon completion of the "Implementation Services" and the start of SaaS Subscription Services. All payments should be made directly to 3Di, Inc. and will not be deemed received until actually received in the Company's offices. The Company's mailing address for all payments is: 3Di. Inc. Attention: Accounts Receivable 3 Pointe Drive, Suite 307 Brea, CA 92821 discretion, provided that such automated audits take place without accessing the Customer's internal information technology networks and do not [materially interfere with the Customer's use 15. MISCELLANEOUS of the Software and Application. If an audit reveals that the Customer has utilized more users than authorized or otherwise This Agreement contains the entire agreement of the underpaid fees to the Company, the Customer shall pay the parties and supersedes (i) any and all previous or Company applicable fees based upon the agreed upon fee contemporaneous agreements with respect to the subject matter City Council J20 — 8 2/7/2023 WNMMI10.11M hereof, whether oral or written and (ii) the End User Agreement contained on the Software and Application. In addition, any purchase orders issued by any entity other than the Company shall be valid only for the purpose of identifying this contract for reference purposes only, and any terms included in such purchase orders are void and shall be of no effect. This Agreement shall be binding and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. This Agreement may not be assigned by the Customer without the Company's prior written consent, such consent not to be unreasonably withheld. The Company may assign, delegate and/or subcontract any or all of its rights or obligations heremider. Any attempted assignment in violation of the foregoing shall be null and void. All notices and consents required or permitted to be given under this Agreement shall be in writing to the parties at the addresses designated herein or to such other address as either party may designate to the other by written notice and shall be effective upon receipt. Written notice shall be made in the form of a certified letter, confirmed facsimile transmission, or acknowledged receipt of electronic mail. Receipt shall be deemed to have occurred: five days following mailing of a certified letter; upon receipt of confirmation of fax; and upon receipt of confirmation of receipt of e-mail. This Agreement shall be governed in all respects, including validity, interpretation, and effect, by the laws of the State of California, without reference to the conflicts of laws rules or any other rules that would result in the application of a different body of law. If any part of this Agreement shall be held to be void or unenforceable, such part will be treated as severable, leaving valid the remainder of this Agreement notwithstanding the part or parts found to be void or unenforceable. No waiver shall be effective unless it is in writing and signed by an authorized representative of the waiving party, and any such waiver shall only be applicable to the specific instance referenced in such writing. This Agreement may be executed in two counterparts, each of which shall be deemed to be an original, and both of which together shall constitute one contract. Fax copies of signatures shall also be heated as originals for purposes of this Agreement. The Customer acknowledges and agrees that the Company retains the right at any time to change the features, functionality and look - and -feel of the Software and Application. The headings in this Agreement are for purposes of reference only and shall not limit or otherwise affect the meaning hereof. Any outstanding payment obligation of the Customer, the restrictions, and responsibilities provisions of Section 2, and all of Sections 5, 6, 7, 12 and 15, and any other term hereof which contemplates continuing effectiveness, shall survive the termination or expiration of this Agreement for any reason. 16. JURISDICTION - VENUE This Agreement has been executed and delivered in are 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 die venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 17. PROFESSIONAL LICENSES Company 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. Company shall notify the Client immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, slid exemptions. Said inability shall be cause for termination of this Agreement. 18. ACCEPTANCE IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives effective as of the Effective Date above. City Council 620 — 9 2/7/2023 EXHIBIT A Proposal Pricing Implementation Management $50,000 Requirements Analysis Design (includes UX/UI Design) Build, Configure 8c integration System 'testing Implcmcmatimr/DcplOymcnt Training Post-1 nplementation stabilization GIS, ADFS integration Total Software and Sen ices Costs $50,000 Data Migration $0 I otal Data Migration Costs $0 Software Integration $1Q,000 Total integrations Costs $io,i1i10 Subscription for Rent Registry $48,000 $50,400 $52,920 Subscription for Evictions S6,000 S6,300 S6,6t5 Subscription for Rent Stabilization S6,000 S6,300 S6.615 Subscription for Rental Inspections S6,000 S6,300 S6.615 120 additional Genie hours $12,000 $12,600 $13,230 Total SaaS Subscription Costs $78,000 $8�1.900 $85,995 City Council 20 — 10 2/7/2023 Pricing Metrics Number of Rental Units per year Tier 1: 0-50,000 turits/year Included in base pricing Tier 2:50,001-75,000 units/year Base+$6,000/year Tier3: 75,001-100,000 units/year Base+$13,000/year Tier 4: over 100,000 units/year TBD Optional SaaS Services Enhanced backup or archive TBD (based on service and consumption level) Use of PaaS services such as Image Processing=, ESRI GIS, Speech Processing, Machine Learning, AWS Connect, etc. TBD (based on service and consumption level) Number of Genie Support Hours 10 hours/month Base - $12,000/year 20 hours/month Included in base pricing 30 hours/month Base+$12,000/year 40 hours/month Base+$24,000/year More than 40 hours/month TBD City Council 20 —11 2/7/2023 Application Development & Systems integration (if applicable) Standard implementation and integration with ESRI GIS, ADFS, Amazon Connect Included in base pricing Additional Custom Application Development (based on effort level estimated for each custom application) —following are indicative rates by function. Project Manager $150/hour Business Analyst $125/hour Technical Lead/Architect $105/hour Sr. Developer $85/hour Developer $75/hour QA Lead $75/hour QA Engineer $70/hour Pricing for other material costs Other (e.g. Travel, Per Diem, Materials) At cost or standard reimbursement rates City Council 20 — 12 2/7/2023 WNOMI10.11M Pricing Assumptions • Annual payments for subscription are preferred, but monthly payments can be accommodated upon request. • Subscriptions are billed at the time of contract execution. Implementation costs are billed upon completion of the implementation. • Subscription service is for up to 50,000 of registered rental units. 20 Genie hours per month are included. These do not accumulate from month to month. Data migration is not included. • Integrations with 3rd party software, except for what is stated in Exhibit G, are not included. If other integrations are required, we will need to schedule a meeting with out delivery team to understand the scope in determining the level of effort and costs. • The customer will make available necessary resources for requirements gathering, testing, deployment, and training as required by the implementation plan. • 3Di's Engage based solution will provide cloud -based data archival, depending on which option the customer decides to purchase. If the subscription is active, 3Di will continue the storage. The customer will be able to access the data in the system at any time. The customer will have the ability and right to download the data for other storage/usage options. • Any cost related to sending text message notifications is not included. City Council 20 — 13 2/7/2023 WNOMI10.11Ml EXHIBIT B 3Di Inc. Service Level Terms The Services shall be available 99.9%, measured monthly, excluding scheduled maintenance. If Customer requests maintenance during these hours, any uptime or downtime calculation will exclude periods affected by such maintenance. Further, any downtime resulting from outages of third -party connections or utilities or other reasons beyond Company's control will also be excluded from any such calculation. Customer's sole and exclusive remedy, and Company's entire liability, in connection with Service availability shall be that for each period of downtime lasting longer than one hour, Company will credit Customer 5% of Service fees for each period of 60 or more consecutive minutes of downtime, provided that no more than one such credit will accrue per day. Downtime shall begin to accrue as soon as Customer (with notice to Company) recognizes that downtime is taking place and continues until the availability of the Services is restored. In order to receive downtime credit, Customer must notify Company in writing within 24 hours from the time of downtime, and failure to provide such notice will forfeit the right to receive downtime credit. Such credits may not be redeemed for cash and shall not be cumulative beyond a total of credits for one (1) week of Service Fees in any one (1) calendar month in any event. Company will only apply a credit to the month in which the incident occurred. Company's blocking of data communications or other Service in accordance with its policies shall not be deemed to be a failure of Company to provide adequate service levels under this Agreement. City Council 20 — 14 2/7/2023 WAOMI10.11m EXHIBIT C 31)i Response to Request for Proposal No. 22-156, Rent Stabilization and Just Cause Eviction Rental Registry Portal City Council 20 — 15 2/7/2023 rif, II II AI IIIII I �� 11 I � • pr �000 /w •1 1 Ipl_. � it iiiN -W I �I illll �I 1oll 11 I �lll A- 3Di a. Services Provided 31)i Engage for Housing is a comprehensive platform for managing rental and affordable housing programs, including rent stabilization and just -cause eviction. We propose to implement 31)i Engage for Housing for the City of Santa Ana and provide ongoing maintenance, operation, and support for our solution. In the following table, we demonstrate that we understand and can deliver the entire scope of services required for this project as fisted in Exhibit 1— Scope of Services. 1 GENERAL REQUIREMENTS A. Consultant shall implement, operate, Supported Complete implementation, and maintain a rental registry portal deployment and on ongoing that supports the City's Rent supported is included in the Stabilization and Just Cause scope of the project. Eviction Ordinance. Specifically, the City is seeking a database or portal where landlords register rental units, update rental unit information, update tenancy information, submit notices, and pay the City's rental registry fee. B. The rental registry portal must completely and accurately provide the following information from the Landlord for each of their rental units: 1 Address of each Rental Unit Supported including identifying number or letter; 2 Number of bedrooms and Supported bathrooms in the Rental Unit; 3 Name, current address, and contact Supported information of current Owners, authorized 4 representatives and property Supported managers; WNMMI1.0115 3Di 5 Date of assumption of ownership Supported by current Owners; 6 Current Rent; Supported 7 Date and amount of last Rent Supported Increase; and 8 Move -in date of current Tenant(s). Supported C. The Board and/or Program Supported We understand that the program Administrator may adopt policies requirements, policies, and and procedures that require procedures change from time to additional information to be time. Our configuration collected and recorded in the rental technology allows adaption of registry portal. the system to ongoing changes. Our flexible Genic support can accommodate most changes. D. Any notices or documents required Supported 313i Engage provides extensive to be provided from a landlord to a document management tenant by the Ordinance or any functions. other applicable federal, state, or local law, including, but not limited to, notice of rent increase, and notice of eviction, must be provided to the City through the rental registry portal. E. The rental registry portal must be Supported Based on our experience and fully operational effective by no later capabilities of our software, we than July I, 2023. On that date, a are confident that if the project landlord must be able to file an can be initiated in time initial registration form with the (beginning of January 2023), we City° for each rental unit that is can implement the system, subiect to the provisions of the provide the necessary training to Ordinance. the city staff, and go live before July 1, 2023. WNOMI1.0115 3Di F. Any landlord that is claiming any Supported 3Di Engage for Housing support exemption from the Ordinance must various exemption models. be able to file a claim of exemption with the City through the rental registry portal. The claim must be accompanied by supporting documentation, a written declaration stating the facts which support the claim of exemption from the provisions of the Ordinance. The rental registry portal must allow for uploading of such documentation by end -users. G. Consultant shall be responsible for providing a cost-effective and fully Supported 313i Engage for Housing is a comprehensive system for integrated property and rent managing housing programs tracking system ("System") that can including rent stabilization and be utilized as one comprehensive just -cause eviction management. tool by the City's Community It is a highly integrated system Development Agency staff to that includes all of the functions manage all its business functions needed for managing such related to the Ordinance. The programs such as document System shall allow City staff to track management, workflow and manage properties and their management, billing and associated rent and tenancy payments, notifications, and information. The System shall be alerts, reporting and analytics, fully integrated to provide a and user management. 3Di consolidated system with billing, Engage for Housing is a highly document management, user configurable system that can be management, and automated easily and quickly adapted to the business process workflow changing needs of the capabilities. The System shall be community development configurable and expandable in department. It is also easy to add order to support changes to business new programs. processes and data being collected and tracked. It. SYSTEM CAPABILITIES A. User and Access Management — The Supported 3Di Engage is a role -based System shall allow staff to create and system that supports user manage users. Additionally, the management with access control. System shall allow staff to control access to data and features based on user type and role. WNOMI1.0115 3Di B. Business Process Management & Supported One of the most important Electronic Forms — The System shall features of 31)i Engage for allow staff to create workflows for the different agency business Housing is case management which includes digital forms, processes, including registration, workflows, notifications, waivers, hearings, mediation, and integrations, reporting, ctc. This evictions. allows agencies to digitally transform virtual any business process C. On -site and Online Payment Supported 31)i Engage for Housing Collection — The System shall allow includes fee engine for for collecting annual fees and configuration of complex fee integration with standard City of rules, payment integration with Santa Ana fee collection methods various payment modalities and software. Staff will be able to including in -person, by mail and reconcile payments as needed. online payments. The payment system is integrated with reporting and analytics to allows the agency staff to manage all financial aspects of the programs. D. Document Management —The Supported 31)i Engage for housing includes System shall allow both internal and a document management system external users to upload documents that allows all typical document for the unit, property, and user in the System. The System shall management functions including search. Documents maybe integrate with a document associated with cases, shared, management system that can track uploaded, downloaded, and document versions, document viewed by role. history, and allow metadata management, search, and collaboration. E. Search — The System shall allow Supported 31)i Engage for Housing staff to easily and quickly look up supports search by Case, Tenant, information. Users shall be able to Owner, Status of Cases, Property search for property information by information etc. address, APN, and owner name. Users shall be able to search for owner contact information. WNOMI1.0115l 3Di F. Dashboard and Reporting — The Supported 3Di Engage has extensive System shall have a built-in reporting and analytics dashboard and reports to inform capabilities including real-time, staff about the current operational role -based, shareable state and key performance dashboards, ad hoc reports, indicators (KPls). scheduled reports, and fixed reports. G. Web -based & Mobile -responsive— Supported 3Di Engage is a cloud -based The System shall be web -based and SaaS solution that is accessed mobile responsive and shall function using web browser. The system on all major smartphones and supports all popular browsers on tablets. desktop and mobile devices. Most screens can be viewed on Mobile browsers. H. ADA & Section 508 Compliance — Supported 3Di Engage is fully WCAG 2.0 All user interfaces shall be at compliant. During testing and minimum WCAG 2.0 compliant, validation of the system we test all screens for ADA compliance. f. Cloud -Hosted — The System shall be Supported 3Di Engage is SaaS solution hosted in cloud using either PaaS, hosted on AWS Cloud. IaaS, or SaaS type cloud services. J. Public Portal — The System shall provide an online portal for external Supported 3Di Engage for Housing has a comprehensive universal portal users. In addition, the portal can be with Content Management used by landlords and property System (CMS). The CMS allows managers to view and update configuration of the portal to be information about their rental units, a full -featured website tailored to submit vacancy registration forms, agency branding and functional update unit status and tenancy needs. The portal provides role - information, file for exemptions, and based access to the general submit mediation requests and public, tenants, property owners, petitions. The portal shall allow and agency staff. The portal external users to view unit details allows each stakeholder to within each property, outstanding conduct all relevant functions. registration fees and penalties, and Agency can have unlimited roles their current maximum allowable for their staff such as Director, rent. Using the portal, users shall be Program Manager, Customer able to pay the annual fee and any Service Representative, Analyst, outstanding fees and penalties. etc. WNOMI1.0115l 3Di Ill. PROJECT MANAGEMENT AND IMPLEMENTATION A. Project Management 1 Lead project management from Supported 3Di has developed a highly planning and configuration through effective 4 phase project the launch of the system. implementation methodology (described in another section below). 3Di shall be responsible for managing the project and guiding the community development team through the implementation and transition to ongoing support. 2 Coordinate with staff on Supported The project team consist of deliverables and deadlines. Program Manager, Implementation Lead, Implementation support, and the account executive. Our team follows a proven methodology that includes developing and following a project plan that includes deadlines, deliverables, and resource allocations. B. System implementation 1 Develop and configure the System Yes 3Di will work in partnership collaboratively with City of Santa with the City of Santa Ana staff Ana staff utilizing a phased to implement the 313i Engage for approach. Housing system. 3Di will draw upon the experience of having implemented similar project for other customer for best practices while being mindful of the specific needs and unique needs of the City of Santa Ana. 3Di has developed a phased approach, described in the section below for implementing such steps. WNOMI1.0115 3Di 2 Complete all the work necessary to Yes Having implemented similar fully integrate, test, and verify that projects for other customers, we the System is fully functional by are confident that we will be able July 1, 2023. to successfully launch the system for the City of Santa Ana by July 1, 2023. C. Ongoing Maintenance, Operations, 3Di has developed an innovative and Support support program called Genie support. Genie support includes MOS (, also referred to as Maintenance, Operations, and Support) and is a comprehensive program that assures reliable system for the customers. Please see details of the Genie Support program below. 1 System software updates, bug Yes Please see details of the Genie fixes, and patches. Support program below 2 Monitor performance and problem Ycs Please see details of the Genie resolution. Support below. 3 System recovery from errors Yes Please see details of the Genic and/or downtime. Support below. 4 Other technical support, as needed. Yes Please see details of the Genie Support below. D. Training 1 Provide all of the training Yes 3Di will provide training to the necessary to operate, maintain, and City staff to be able to support the System, including effectively use the system. There training materials and a training plan. are two types of training, namely, training for staff that will be using the system and training for the staff that will be administering the system (e.g., manager users, etc.). 3Di will WNOMI1.0115 3Di provide both types of training to the City staff. 2 Create and execute the transition Yes 313i's phased approach that plan and prepare staff for handoff includes training and transition of program administration. (hand -oft) ensures a smooth transition for the City staff. Furthermore, the ongoing Genie Support can be used for any issues that may arise during or after the transition. 3 Create an Administration and Yes 313i's implementation team will Operations Manual for staff that provide the City with a shall contain adescription of all customized training manuals the processes and procedures using screen shots and videos necessary to ensure continued using the City of Santa Ana's administration of the System. own system. This way the manuals are specific to the configurations implemented for the City. 4 Assist in developing training Yes 31)i will provide full support to materials for tenants and landlords, the city to develop a number of including recorded materials. resources for the City's customer, namely the tenants and the landlords. This will include, a public facing websitc such as a tenandlandlord portal and online documentation, and FAQs. E Demonstration 1 Demonstrate the System Yes 31)i will provide full support capabilities to City Departments, whenever requested for system the Rental Housing Board, and/or demonstration to the City City Council as needed. Departments, the Rent Board, and the City Council. 3Di will WNOMI1.0115 3Di prepare and provide all necessary presentation material. WNOMI10.11sl EXHIBIT D 3Di Inc. Support Terms Company will provide remote (via WebEx, email, and telephone as necessary) technical support for our services on a business day basis. Business day is defined as 8:00 AM through 5:00 PM Central Time zone, excluding federal holidays and weekends ("Support Hours"). Company will provide an online tool such as "Zoho" for issue management to support services covered in the scope for this agreement. Management and tracking of the issues will be done using this tool. Customer will report the issue via email, telephone or by logging the issue in the issue managements system. If the issue is logged via email ortelephone, the Company shall enter the same into the issue management system. All the stakeholders who have access to the issue management system will be able to get status of the issues anytime. Company will use commercially reasonable efforts to respond to all Helpdesk tickets within one (1) business day. Company provides two types of support services: Maintenance, Operations, and Support (MOS) and "Genie Hours". Maintenance, Operations, and Support (MOS) is defined as the following: 3Di's Maintenance, Operations & Support (MOS) Program is a comprehensive support program that gives customers maximum flexibility and highest level of support for applications developed by 3Di. • Maintenance o System Software Updates, Bug Fixes, and Patches o Coordinate Release Management and Version Control with the customer o Routine system and application log maintenance to ensure system performance and problem resolution Operation o Systems, application monitoring, and customer notification of errors, downtime, security breach, or issues that affect the System o System and application tuning for optimal performance o System Security Monitoring & Notification (Unauthorized use, intrusion or data compromise) o System Recovery from errors and/or downtime Support o Support Request Management • Phone Support: M-F (Except Holidays) 0800-1700 hours • Email Support: 24 hours o Web/Mobile Accessible Service Ticket Status o Monthly Status Report for Maintenance, Operations and Support o SLA Based City Council 20 — 26 2/7/2023 SUPPORT Severity Impact Examples Max Response Time 1 — High Unable to perform core System unavailable; users 4 business hours functionality in unable to login production system and no workarounds exist 2- Medium Unable to perform core Intakes working but 12 business hours functionality in integration with the other production system but system down due to workarounds available. network issues. 3 - Low Unable to perform non- Typographical errors, label 24 business hours essential functionality in changes, Screen Display production system; issues, etc. maintenance tasks; enhancement requests 4 — Planned Modify and existing Make Changes to UI, Depending on scope of work. feature or add a new Change Configuration for With approval of the feature workflow, New report customer. "Genie Hours" Support is defined as the following: • Flexible Support (Genie Hours) including: o User Interface (UI) Changes o Technical support o Workflow Changes o Systems integration o Reports and Analytics support o System configuration changes (e.g. role management, identity management) • Genie Hours Support is limited to 10 Genie hours/month. • Genie hours may not be rolled over from month to month. City Council 20 — 27 2/7/2023 WAOMI10.11M EXHIBIT E Amazon Web Services Terms and Customer Agreement Amazon Web Services (AWS) Service Terms: httos://aws.amazon.com/service-terms/ Amazon Web Services (AWS) Customer Agreement: htti)s://aws.amazon.com/agreement/ City Council 20 — 28 2/7/2023 WAOMIII:31IS EXHIBIT F Company shall procure and maintain for the duration of the contract insurance against claims for security breaches, system failures, injuries to persons, damages to software, or damages to property (including computer equipment) which may arise from or in connection with the performance of the work hereunder by the Vendor, its agents, representatives, or employees. Vendor shall procure and maintain for the duration of the contract insurance claimsarising out of their services and including, but not limited to loss, damage, theft or other misuseof data, infringement of intellectual property, invasion of privacy and breach of data. MINIMUM SCOPE AND LIMIT OF INSURANCE Coverage shall be at least as broad as 1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04)or the general aggregate limit shall be twice the required occurrence limit. 2. Automobile Liability: Insurance Services Office Form Number CA 0001 covering, Code 1 (any auto), or if Company has no owned autos, Code 8 (hired) and 9 (non - owned), with limit no less than $1,000,000 per accident for bodily injury and propertydamage. 3. Workers' Compensation insurance as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. 4. Cyber Liability Insurance, with limits not less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Vendor in this agreement and shall include,but not be limited to, claims involving security breach, system failure, data recovery, business interruption, cyber extortion, social engineering, infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress,invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, and alteration of electronic information. The policy shall provide coverage for breach response costs, regulatory fines and penalties as well as credit monitoring expenses. ➢ Technology Professional Liability Errors & Omissions Technology Professional Liability Errors and Omissions Insurance appropriate to the Company's profession and work hereunder, with limitsnot less than $2,000,000 per occurrence. Coverage shall be sufficiently broad to respond to the duties and obligations City Council 20 — 29 2/7/2023 WAOMI1:31IS as is undertaken by the Vendor in this agreement and shall include, but not be limited to, claims involving security breach, system failure, data recovery, business interruption, cyber extortion, social engineering, infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, and alteration of electronic information. The policy shall provide coverage for breach response costs, regulatory fines and penalties as well as credit monitoring expenses. The Policy shall include, or be endorsed to include, property damage liability coverage for damage to, alteration of, loss of, or destruction of electronic data and/or information "property" of the Agency in the care, custody, or control of the Vendor. If not coveredunder the Vendor's liability policy, such "property" coverage of theAgency may be endorsed onto the Vendor's Cyber Liability Policyas covered property as follows: a. The Policy shall include or be endorsed to include property damage liability coverage for damage to, alteration of, loss of, or destruction of electronic data and/or information "property" of the Agency in the care, custody, or control of the Vendor. If not covered under the Vendor's liability policy, such "property" coverage of the Agency may be endorsed onto the Vendor's Cyber Liability Policy as covered property as follows: 1. Cyber Liability coverage in an amount sufficient to cover the full replacement value of damage to, alteration of, loss of, or destruction of electronic data and/or information "property" of the Agency that will be in the care, custody, or control of Vendor. 2. The Insurance obligations under this agreement shall be the greater of 1—all the Insurance coverage and limits carried by or available to the Vendor; or 2—the minimum Insurance requirements shown in this agreement. Any insurance proceeds in excess of the specified limits and coverage required, which are applicable to a given loss, shall be available to Agency. No representation is made that the minimum Insurance requirements of this agreement are sufficient to cover the indemnity or other obligations of the Vendor under this agreement. If the Vendor maintains broader coverage and/or higher limits than the minimums shown above, the Customer requires and shall be entitled to the broader coverage and/or the higher limitsmaintained by the contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the Customer. City Council 20 — 30 2/7/2023 WAMMI10.11M Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions: Additional Insured Status The Customer, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Vendor including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Company's insurance (at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used). Please note, if there is an insured vs. insured exclusion on the vendor's policy, carefully reviewwith the vendor and their insurance carrier on whether being added as an additional insured onto the vendor's policy removes your organization's ability to file suit against the vendor anddraw upon the policy should final adjudication in a lawsuit state that the vendor shall pay damages to your organization. Primary Coverage For any claims related to this contract, the Vendor's insurance coverage shall be primary. Coverage for commercial liability shall be at least as broad as ISO CG 20 01 04 13 as respectsthe Customer, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the Customer, its officers, officials, employees, or volunteers shall be excess of theVendor's insurance and shall not contribute with it. Notice of Cancellation Each insurance policy required above shall state that coverage shall not be canceled, exceptwith notice to the Customer. Waiver of Subrogation Vendor hereby grants to Customer a waiver of any right to subrogation which any insurer of saidVendor may acquire against the Customer by virtue of the payment of any loss under such insurance. Vendor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the Customer has received a waiver of subrogation endorsement from the insurer. Self -Insured Retentions Self -insured retentions must be declared to and approved by the Customer. The Customer may requirethe Vendor to provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide,or be endorsed to provide, that the self -insured retention may be satisfied by either the namedinsured or Customer. City Council 20 — 31 2/7/2023 WAOMI1:31IS Acceptability of Insurers Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best's rating of no less than A-:VII, unless otherwise acceptable to the Customer. Claims Made Policies If any of the required policies provide coverage on a claims -made basis: 1. The Retroactive Date must be shown and must be before the date of the contract or thebeginning of contract work. 2. Insurance must be maintained and evidence of insurance must be provided for at leastfive (5) years after completion of the contract of work. 3. If coverage is canceled or non -renewed, and not replaced with another claims - made policy form with a Retroactive Date prior to the contract effective date, the Vendor must purchase "extended reporting" coverage for a minimum of five (5) years after completion of contract work. Verification of Coverage Vendor shall furnish the Customer with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to the Customer before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Vendor's obligation to provide them. The Customer reserves the right to require complete, certified copiesof all required insurance policies, including endorsements required by these specifications, at any time. Subcontractors Vendor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Vendor shall ensure that Customer is an additional insured on insurance required from subcontractors. Special Risks or Circumstances Customer reserves the right to modify these requirements, including limits, based on the nature ofthe risk, prior experience, insurer, coverage, or other special circumstances. City Council 20 — 32 2/7/2023 WA OMI10.11sl EXHIBIT G Integrations The following integrations with 31 party software are within the scope of this implementation: Payment Processing includes revenue reporting to the City's ERP through iNovah integration. The City would like to ensure the ability to integrate with System Innovators' iNovah, the City's Enterprise Revenue Management system, to push revenue from the platform into iNovah so the same financial reports can be used throughout the City. • ESRI GIS ESRI GIS feature layer services for any or all of the following: o Address Validation o Any Boundary layers such as Rental District, Council District etc. o Any Polygon layers such as Parcels, Building Footprints etc. o Any point layers for City's assets such as Street Lights, Hydrants etc. All of these are optional and depend on the requirements from each agency. If the city wants to see Rent Registry data with any of such GIS information, the layer service is needed to make appropriate associations. City Council 20 — 33 2/7/2023 Community Development Agency santa-ana.org/community-development Item # 21 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report February 7, 2023 TOPIC: Amendment to FY 21-22 Agreement with Habitat for Humanity for Residential Rehabilitation Grant Program AGENDA TITLE: Approve a First Amendment to the FY 21-22 Agreement with Habitat for Humanity to Administer the Residential Rehabilitation Grant Program (Non -General Fund) RECOMMENDED ACTION Approve a First Amendment to the FY 21-22 Agreement with Habitat for Humanity of Orange County for the administration of the Residential Rehabilitation Grant Program to increase it by $11,000 for a new total agreement amount of $556,532, subject to non - substantive changes approved by the City Manager and City Attorney. DISCUSSION On July 6, 2021, the City Council approved an agreement with Habitat for Humanity of Orange County (Habitat) to administer the City's Residential Rehabilitation Grant Program from July 6, 2021 through June 30, 2022, in an amount not to exceed $545,532 in Community Development Block Grant (CDBG) funds (Exhibit 1). The Residential Rehabilitation Grant Program improves and preserves the City's housing stock by providing grants of up to $25,000 to eligible homeowners who are low-income and earn less than 80% of the Area Median Income as defined by the U.S. Department of Housing and Urban Development (HUD). The program utilizes CDBG funds to provide eligible households with grants to address municipal code violations, undertake vital repairs, and replace and/or install major systems of the home. After approving a homeowner's application, the City will provide a grant of up to $25,000 to pay for the required rehabilitation work on their home. Properties eligible for the program must be owner -occupied and all rehabilitation work is performed by Habitat and/or their sub -contractors. After an initial inspection by a City Code Enforcement Officer, Habitat will be provided the final Scope of Work (including City inspector's notes and specifications), for which a final work write-up will be created in coordination with the homeowner. Program participants are selected on a first -come, first -served basis. The City follows the requirements under 24 CFR Part 35.930(b), of the "HUD Lead Safe Housing Rule," for rehabilitation work not exceeding $15,000 for eligible home repair City Council 21 — 1 2/7/2023 Amendment to FY 21-22 Agreement with Habitat for Humanity for Residential Rehabilitation Grant Program February 7, 2023 Page 2 and $25,000 for eligible roof repair. If the home was built before 1978, the City will conduct lead -based paint (LBP) testing, and if LBP is found, Habitat will implement safe work practices during rehabilitation with a clearance examination of the worksite by the City prior to project closing. During FY 2021-22, Habitat successfully completed the rehabilitation of twenty-five (25) homes for low-income families under their agreement. The rehabilitation work varied from replacement of roofs and termite damaged wood, to pest fumigation, rehabilitation of plumbing in bathrooms and kitchens, exterior/interior paint, and installation of accessibility ramps to conform to the Americans with Disabilities Act. The City's partnership with Habitat is effectively improving the health and safety of housing for low- income families, preserving the City's housing stock, preventing families from displacement, and addressing lead and mold contamination. However, during their administration of the program in FY 21-22, Habitat identified several homes that had health and safety issues such as lead and mold contamination that required remediation efforts before issuing a notice of completion and closing the projects. Unfortunately, these remediation efforts exceeded the allowable cost of the agreement and resulted in an unanticipated expense of $11,000. In order to pay for these additional expenses, staff are seeking approval by the City Council to amend the FY 21-22 agreement with Habitat to add $11,000. The new total agreement amount will be $556,532 for FY 21-22. Most recently, for FY 22-23 the City entered into a new agreement with Habitat for $480,000 following approval by the City Council. However, the funds in the new FY 22- 23 Agreement cannot be used to pay for this $11,000 in unanticipated expenses incurred under the FY 21-22 agreement. FISCAL IMPACT Funding for this First Amendment to the agreement for $11,000 is available from unspent prior year CDBG funds. Funds are budgeted and available for expenditure as follows: Fiscal Accounting Unit - Accounting Unit - Year Account Fund Description Account No. Amount Description Community Development Community Development 2022-23 13518782-69135 Block Grant — Housing Payment to $11,000 Subagent City Council 21 — 2 2/7/2023 Amendment to FY 21-22 Agreement with Habitat for Humanity for Residential Rehabilitation Grant Program February 7, 2023 Page 3 EXHIBIT(S) 1. Staff Report from July 6, 2021 2. First Amendment to FY 21-22 Agreement with Habitat for Humanity Submitted By: Michael L. Garcia, Executive Director of Community Development Approved By: Kristine Ridge, City Manager City Council 21 — 3 2/7/2023 W:cu:1111111M AMENDMENT TO AGREEMENT WITH HABITAT FOR HUMANITY FOR USE OF COMMUNITY DEVELOPMENT BLOCK GRANT FUNDS THIS AMENDMENT to the above -referenced agreement is entered into on February 7, 2023, by and between Habitat for Humanity of Orange County, Inc., a California religious nonprofit corporation ("Subrecipient"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. The parties entered into Agreement No. A-2021-068-08 ("Agreement") dated July 6, 2021, wherein the City awarded an agreement with Habitat for Humanity for the administration of a residential rehabilitation program (`Program") in the amount of $545,532. The Program is designed to improve and preserve the housing stock with federal Community Development Block Grant (CDBG) fiords. The Program provides grants of up to $25,000 to eligible homeowners that are low-income or below 80% of the Area Median Income (AMI) as defined by the Department of Housing and Urban Development (HUD). B. The term of the Agreement was extended on May 10, 2022 (#A-2021-068-08A) until December 31, 2022. On January 3, 2023, the parties agreed to a further extension to the Agreement (#A-2021-068-08B) until February 28, 2023, after Habitat for Hmnanity identified several homes that had health and safety issues that included lead and mold contamination that required remediation efforts before issuing a notice of completion and closing the projects. C. The parties seek to amend the Agreement to allow for an increase in the amount of funds awarded to complete the Program. The Parties therefore agree: 1. Section 2.a, Compensation, is hereby amended to increase the total amount of funds awarded under this Agreement by an additional eleven thousand dollars ($11,000). 2. Except as modified by this Amendment, all terms and conditions of the Agreement, shall remain in full force and effect. [signature page to follow] City Council 21 — 4 2/7/ "r z WMu:1111111N IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to the Agreement on the date and year first written above. ATTEST Norma Orozco Acting Clerk of the Council APPROVED AS TO FORM SONIA R. CARVALHO City Attorney By: r� andon Salvatierra Deputy City Attorney RECOMMENDED FOR APPROVAL Michael Garcia Executive Director Community Development Agency CITY OF SANTA ANA Kristine Ridge City Manager HABITAT FOR HUMANITY By: Title: City Council 21 — 5 2/7/ "r z City Manager's Office www.santa-ana.org/city-managers-office Item # 22 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report February 7, 2023 TOPIC: Food Distribution Programs TITLE Approve Agreements with Delhi Center and Seva Collective for Food Distribution Programs for a One -Year Term in an Aggregate Amount Not to Exceed $500,000 (Revive Santa Ana Program) RECOMMENDED ACTION Authorize the City Manager to execute agreements with Delhi Center and Seva Collective to operate food distribution programs for a one-year term beginning March 1, 2023 and expiring February 29, 2024, in a total shared aggregate amount not to exceed $500,000, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION Revive Santa Ana is a comprehensive COVID-19 pandemic recovery initiative designed to deliver both short-term and long-term health, financial, educational and other support to the Santa Ana community. It is funded by the federal American Rescue Plan Act's State and Local Fiscal Recovery Fund allocation of $128.3 million, additional housing funding of $21.5 million, and $10.6 million in federal funds from the state for emergency rental assistance. The City Council approved the use of the money on August 2, 2022. On November 22, 2022, the City Manager's Office issued a Request for Proposals (RFP) for contractors to operate food distribution programs throughout the city. The RFP was advertised on the City's online bid management and publication system, with bids due on December 14, 2022 (Exhibit 1). Three nonprofit organizations submitted proposals and all three proposals were deemed responsive. An evaluation committee reviewed and rated the proposals according to the criteria listed in the RFP. The results of the evaluation are as follows: Proposer Location Score Delhi Center Santa Ana 97% Seva Collective Tustin 88% United Across Borders Foundation Anaheim 51% City Council 22-1 2/7/2023 Food Distribution Programs February 16, 2021 Page 2 Staff recommends awarding agreements to the top two proposers. (Exhibit 2-3). Organization Funding Amount Requested per Year Proposed Award Delhi Center $250,000 $250,000 Seva Collective $250,000 $250,000 (United Across Borders Foundation $83,333.33 $0 The proposed organizations are prepared to offer traditional food distribution events. These proposed programs will operate weekly and will provide low-income community members with access to free food, diapers, and other essential supplies. Additional program details including detailed budgets and scope of work for each of the proposed programs are outlined in the agreements (Exhibits 2-3). FISCAL IMPACT Funds are available for expenditure in Fiscal Year 2022-23. Any remaining balances not expended at the end of the fiscal year will be carried forward to the following fiscal year. Fiscal Accounting Fund Accounting Amount Year Unit/Account No. Description Unit/Account No. Project No. Description 2022- 18103013-Various American ARPA-CMO Food $500,000 23 221322 Rescue Plan Act Distribution Programs Total $500,000 EXHIBIT(S) 1. RFP No. 22-166A Food Distribution Programs 2. Agreement— Delhi Center 3. Agreement— Seva Collective Submitted By: Steven A. Mendoza, Assistant City Manager Approved By: Kristine Ridge, City Manager City Council 22 — 2 2/7/2023 (2) CITY OF SANTA ANA REQUEST FOR PROPOSALS NO. 22-166A FOR FOOD DISTRIBUTION PROGRAMS CITY OF SANTA ANA KEY RFP DATES: The schedule below is tentative and subject to change at the discretion of City, with appropriate notice to prospective Proposers. Issue Date: Tuesday, November 22, 2022 Deadline for Questions: Thursday, December 01, 2022, 4:00 P.M. Proposal Due Date: Wednesday, December 14, 2022, 4:00 P.M. City Council 22 — 3 2/7/2023 (aw�, 1 CITY OF SANTA ANA TABLE OF CONTENTS I. BACKGROUND...........................................................................................................................3 II. OVERVIEW OF PROJECT..........................................................................................................3 III. SCOPE OF SERVICES............................................................................................................... 3 IV. TERM OF AGREEMENT.............................................................................................................4 V. MINIMUM QUALIFICATIONS......................................................................................................4 VI. RESPONSE TO RFP.................................................................................................................. 4 VI I. CERTIFICATIONS (ATTACHMENTS).........................................................................................9 VIII. REFERENCES............................................................................................................................9 IX. MINIMUM SCOPE AND LIMIT OF INSURANCE....................................................................... 10 X. SELECTION PROCEDURES & CRITERIA............................................................................... 12 XI. WITHDRAWALS........................................................................................................................13 XII. GENERAL TERMS AND CONDITIONS.................................................................................... 13 XIII. AWARD OF AGREEMENT........................................................................................................ 18 XIV. IMPLEMENTATION................................................................................................................... 19 EXHIBITS Exhibits provided herein for Proposers'reference only. I SCOPE OF SERVICES II SAMPLE AGREEMENT III FEDERAL REGULATIONS ATTACHMENTS Attachments provided herein must be included in Proposal submissions. A PROPOSER'S CERTIFICATION, PROPOSAL ITEM PRICING B REFERENCES C PROPOSER'S STATEMENT D NON -COLLUSION AFFIDAVIT E NON -LOBBYING CERTIFICATION F NON-DISCRIMINATION CERTIFICATION G FEDERAL AWARD IDENTIFICATION INFORMATION H DEBARMENT CERTIFICATION I DRUG -FREE WORKPLACE J BUSINESS ENTITY STATUS DOCUMENTATION City Council 22 — 4 2/7/2023 (2) CITY OF SANTA ANA BACKGROUND Incorporated in 1886, Santa Ana, a Charter City, established a Council -Manager form of government in 1952. The City Council is composed of seven members: the Mayor elected at large and six Councilmembers elected by ward, who appoint the City Manager, City Attorney and Clerk of the Council. The City of Santa Ana (City) is a full -service City with a diverse population of approximately 335,000. The City's eleven departments provide all the traditional municipal services, as well as water utility, library system, 20-acre zoo, City Jail, Police Department, and contracts with the Orange County Fire Authority for provision of fire services. The City employs 1,178 authorized full-time positions and has an annual citywide budget is $646 million, including the General Fund budget of $316 million. The City of Santa Ana is located Los Angeles and 90 miles nort County, encompasses an area population in California. OVERVIEW OF PROJECT h 10 miles inland from the Pacific Ocean, 33 miles southeast of of San Diego. The City, which is the county seat of Orange of approximately 27 square miles and is the 11th largest by The City of Santa Ana (City) is seeking proposals from qualified nonprofit organizations (Proposers) to provide food distribution program services as part of the Revive Santa Ana COVID- 19 recovery program. Revive Santa Ana is a comprehensive COVID-19 pandemic recovery initiative designed to deliver both short-term and long-term health, financial, educational and other support to the Santa Ana community. It is funded by a federal American Rescue Plan Act allocation of $128.3 million, additional housing funding of $21.5 million, and $10.6 million in federal funds from the state for emergency rental assistance. The Santa Ana City Council approved the latest iteration of the Revive Santa Ana Spending Plan, which outlines the use of these funds for Santa Ana, on August 2, 2022. The purpose of this RFP is to award up to $500,000 (minimum $50,000/maximum $250,000 to individual organizations) in federal grant funds to qualified nonprofit organizations that have the expertise and experience in providing food distribution programs for cities similar to the City of Santa Ana and in accordance with Section V ("Minimum Qualifications"). Although not required, the City prefers that Proposers have experience providing said services to City of Santa Ana residents. This is a reimbursement grant opportunity. Organizations awarded grants will need to expend funds in qualified, eligible categories and then request reimbursement from the City with appropriate documentation of expenses. The term "Vendor", "Proposer", and "Contractor" shall refer to any legal entity or entities submitting a proposal in response to this Request for Proposals (RFP). SCOPE OF SERVICES SEE EXHIBIT I — SCOPE OF SERVICES City Council 22-5 Page 3 of 56 2/7/2023 (aw�, t CITY OF SANTA ANA Usage is not guaranteed. Execution of an agreement between the City and successful firm(s) and/or individual(s) does not guarantee work throughout the duration of the contract period. Numerous factors will be evaluated by the City in its delivery of project and assignments, including technical expertise required. IV. TERM OF AGREEMENT The anticipated term of the agreement is for an initial period of three (3) years. The City may, at its discretion, extend the agreement with the same or more limited scope of required services for two (2) additional one (1) year periods, upon mutual agreement contingent upon City Council approval, or City Manager or City Attorney authorization, as appropriate. The total term of the awarded agreement shall not exceed five (5) years. V. MINIMUM QUALIFICATIONS A) Contractor must have expertise and experience in providing the following programs for comparable cities or public agencies: 1) Providing food to individuals and families experiencing food insecurities as a result of the COVID-19 pandemic 2) Demonstrated track record of feeding 800+ households per month A. RESPONSE TO RFP A. SUBMITTAL INSTRUCTIONS It is the responsibility of the Proposer to ensure that any proposals submitted have been uploaded to PlanetBids prior to the RFP due date and time. Proposals, including all required sections and forms, shall be submitted electronically via the City's Bid Management System, PlanetBids. No other form of submittal will be accepted. PlanetBids will not accept late proposals and no exceptions shall be made. Proposers will receive an e-bid confirmation number with a time stamp from PlanetBids indicating that their proposal was submitted successfully. The City will only receive and consider those proposals that were transmitted successfully. Submit proposal online at: http://www.planetbids.com/portal/portal.cfm?CompanvlD=20137. Proposer shall be solely responsible for informing itself with respect to the proper utilization of the bid management system, for ensuring the capability of their computer system to upload the required documents, and for the stability of their internet service. Failure of the Proposer to successfully submit an electronic proposal shall be at the Proposer's sole risk and no relief will be given for late and/or improperly submitted proposals. Proposers experiencing any technical difficulties with the bid submission process may contact PlanetBids at (818) 992- 1771. Questions of an operational nature may be directed to the City's assigned Buyer. Neither the City, nor PlanetBids, makes any guarantee as to the timely availability of assistance, or assurance that any given problem will be resolved by the bid submission deadline. Proposals shall NOT be sent via telegraphic, electronic, or facsimile means. City Council 22 — 6 2/7/2023 Page 4 of 56 (2) CITY OF SANTA ANA All notifications, updates and addenda will be posted online on PlanetBids at httos://www.l)lanetbids.com/portal/r)ortal.cfm?Coml)anvlD=20137. Proposers shall be responsible for monitoring the site to obtain information regarding this solicitation. Failure to respond to required updates may result in a determination of a nonresponsive proposal. B. COMMUNICATION / CONTACT WITH CITY STAFF Unless otherwise authorized herein, Proposers who are considering submitting a proposal in response to this RFP, or who submit a proposal in response to this RFP, are only to communicate with the assigned Project Coordinator(s), and no other City staff about this RFP from the date this RFP is issued until a contract is awarded. The City will provide all official communication concerning this RFP in writing via the City's Bid Management System, PlanetBids. The City will not be responsible for or bound by any oral communication or any other information or contact that occurs outside the official communication process specified herein, unless confirmed in writing by the designated Project Manager(s). C. REQUEST FOR INFORMATION OR CLARIFICATION / QUESTIONS Questions regarding this RFP shall be submitted via PlanetBids. Responses to all questions will be posted on PlanetBids no later than the date and time shown at the schedule of key RFP dates on the cover page of this RFP. All prospective Proposers are advised to visit PlanetBids on a regular basis as responses may be posted earlier than the date above (if applicable). No verbal requests or responses will be accepted. Significant interpretations or clarifications will be addressed via addenda to this RFP. Requests submitted for City's consideration of proposed terms and conditions, including modifications to the City's RFP and/or Contract terms and conditions must be submitted by the deadline for questions. Such requests should include an attachment in Word or PDF format on formal company letterhead that shows the requested modifications. Significant interpretations or clarifications and responses to questions received by the deadline will be addressed via addenda to this RFP, which will be released and posted on PlanetBids under the "Addend a/Emails" tab. General process questions may be directed to the following: Eva Pierce Buyer EPierce(aDsanta-ana.orq D. ADDENDA Any changes in RFP from the date of release to date of submittal will result in an addendum or amendment. Notification of such addendum or amendment shall be posted on City's PlanetBids system, httos://www.l)lanetbids.com/portal/l)ortal.cfm?Comi3anvID=20137. Proposers shall be responsible for monitoring the site to obtain information regarding this solicitation. E. UNDERSTANDING PROPOSAL It is the responsibility of each Proposerto inquire about any criteria, condition, term, provision, or requirement of the RFP that the Proposer does not understand. Responses to inquiries, f they cinnifirantly rhnnpe or clarify the RFP rpniiirempnte nr any acnprt of the mct�rement City Council 22 — 7 2/7/2023 Page 5 of 56 (2) CITY OF SANTA ANA process, will be forwarded by addenda to all Proposers. The City will not be bound by any oral responses to inquiries. By submitting proposals, Proposers assert that they have fully read the RFP and any addenda issued by the City, the proposed Contract and any other Contract Documents, and affirm that the terms and conditions stated therein are fully understood and are acceptable to the Proposer. Each Proposer accepts the terms and conditions of the Contract Documents and indicates their ability and willingness to perform the requested services under such terms and conditions. Any exceptions to the terms and conditions set forth in the Contract Document should be clearly noted in each Proposer's proposal. F. PROPOSAL CONTENTS Proposals are to be prepared in such a way as to provide a straightforward, concise delineation of capabilities to satisfy the requirements of this RFP. Colored displays, promotional materials, photographs etc., are not necessary or desired. Emphasis should be concentrated on conformance to RFP instructions, responsiveness to the RFP requirements, and on completeness and clarity of content. Digital dividers and clear organization of content and material are encouraged. All proposal submissions shall be on 8-1/2" x 11" white paper. 1. Statement of Qualifications (SOQ) SOQ must include a Table of Contents. Additionally, SOQ must include the following: a. Cover Letter Proposals shall include a letter signed by a principal or authorized representative who can make legally binding commitments for the entity. Include type of business entity. Cover Letter shall not exceed one page. Cover letter must be addressed to the following City Project Manager: Lauren Matthews City of Santa Ana — City Manager's Office 20 Civic Center Plaza Santa Ana, CA 92701 b. Services Provided A description of proposed services to be provided and how they meet the needs of the City as described in Section III — Scope of Services (Above). c. Agreement Statement Proposal shall include a statement outlining your concurrence or concerns with any and all provisions as contained in EXHIBIT II — Sample Agreement of this RFP (if any). d. Firm and Team Experience Proposal shall include a profile of the firm's experience including the following: A general description of the firm, including size and number of employees working directly with the City on this agreement. ii. Firm's nearest address serving the City of Santa Ana and headquarters address. City Council 22 — 8 2/7/2023 Page 6 of 56 (2) CITY OF SANTA ANA iii. Name and contact information of the supervising Project Manager/Principal Agent, to be assigned to the agreement. The Project Manager/Principal Agent shall be the primary contact person to represent your firm and will be the person to conduct the presentation, if invited to an interview. iv. Organizational Chart (1 page maximum) V. Brief profile of leadership staff, including organizational experience (1 page maximum) vi. Relevant Program/Service Experience: (1 page maximum) Proposal shall include a list of programs/services which your organization has provided within the last five (5) years. Program/Service information should include program descriptions, approximate number of residents served, and proportion of residents considered impacted or disproportionately impacted. vii. Federal Funding: (1 page maximum) Proposal shall include a listing that contains the items below of Federal grants received (directly or from a Pass - through Agency) within the past five (5) years. • Name of Federal Awarding Agency • Name of Grant • Grant Agreement Number • Federal Catalog Number • Project Period • Award Amount • Scope of work e. Proposed Work Plan Proposal shall include a statement demonstrating the firm's understanding of the Scope of Services. Additionally, proposed work plan shall include Proposers': Program Design and Description: Describe the food distribution services for which you are requesting funding. Include when and where (locations, times, days of week, etc.) all services will take place and by whom they will be delivered (if applicable), including any services with partners. (3 pages maximum) (1) Describe key services (e.g., operations, meal programs, home delivery of food, other goods provided, education, etc.) you will implement. Describe how these services best serve impacted and disproportionately impacted populations. (2) If requesting funding for multiple services, describe how the services will be integrated to better serve our community. (3) Indicate which services are new for your agency. Please attach a separate start-up timeline chart for each new service. (4) Include the anticipated number of unduplicated households to be served annually for each service. City Council 22 — 9 2/7/2023 Page 7 of 56 (aw�, t CITY OF SANTA ANA ii. Proposed Scope of Services: (5 pages maximum) (1) Proposal shall include details of food distribution services to be provided, the tasks to be accomplished, duration of the program and the deliverables to be provided; (2) Proposal shall include details of the target population; (3) Proposal shall include details of the unmet need; (4) Proposal shall include details of collaborations with local organizations; and (5) Proposal shall include details of innovation in program/service delivery iii. Data Collecting, Reporting and Compliance: (2 pages maximum) (1) The proposal shall include details on how the organization will comply with the State and Local Fiscal Recovery Funds, Compliance and Reporting responsibilities for the following categories: 2: Negative Economic Impacts 2.1 Household Assistance: Food Programs Proposers will have to comply with and demonstrate Evidence of Use and Project Demographic Distribution. See link for guidance book: httr)s:Hhome.treasury. gov/system/files/136/SLFRF-Compliance- and-Reporting-Guidance.pdf a) Details regarding Proposer's approach to servicing people in a Qualified Service Tract (QCT) (see link for below for map, zoom into the City and select "Color QCT Qualified Tracts (Zoom 7+)" to view QCTs). If service is not in a QCT, how will the organization support their determination that the pandemic resulted in disproportionate public health or economic outcomes to the specific population, household, or geographic area served. https://www.huduser.gov/portal/sadda/sadda act.html b) Details regarding Proposer's plan to comply and experience with 2 CFR part 200 (Uniform Administrative Requirements). See link for below for regulations. https: //www.ecfr. g ov/current/title-2/subtitle-A/cha pter-I I/part-200?toc=1 iv. Suggestions or special concerns the evaluation committee should take into consideration (if any); v. Description of deliverables and implementation plan. Proposer shall submit a City Council 22 — 10 2/7/2023 Page 8 of 56 (aw�, t CITY OF SANTA ANA general description of the deliverables, implementation plan, and timeline. References: Attachment B — References shall be submitted for similar projects performed for state and/or similar government clients. 2. Cost Proposal Cost Proposal is limited to a maximum of two (2) pages. All Proposers are required to submit a detailed line item budget proposal for services for the entirety of the program period. In addition, please describe your organization's ability to support cashflow needs between reimbursement of expenditures, estimated 90-120 days (invoicing is anticipated to be monthly). The City shall not provide reimbursement for travel -related expenses, mileage, parking, lodging, meals, incidental fees, insurance, freight/shipping and handling/delivery, and any other business expenses, supplies and materials related to providing services as specified herein. Additional costs will not be considered and will not be reimbursed by the City, therefore, such costs must be absorbed in Proposer's cost proposal fee structure. Proposals shall be valid for a minimum of one hundred eighty (180) days following Proposal deadline. The cost for developing the Proposal is the sole responsibility of the Proposer. All Proposals submitted become property of the City. VI I. CERTIFICATIONS (ATTACHMENTS) M In addition to the SOQ, Narrative/Technical Proposal, and Cost Proposal, the following forms, included in this RFP, shall be signed and included as part of the proposal submittal package: • Attachment A: Proposer's Certification and Proposal Item Pricing • Attachment B: References • Attachment C: Proposer's Statement • Attachment D: Non -Collusion Affidavit • Attachment E: Non -Lobbying Certification • Attachment F: Non -Discrimination Certification • Attachment G: Federal Award Identification Information • Attachment H: Debarment Certification • Attachment I: Drug -Free Workplace • Attachment J: Business Entity Status Documentation The proposal must be completely responsive to the RFP. Incomplete proposals will be deemed as nonresponsive and will be rejected. The City reserves the right to reject any or all proposals submitted and no representation is made hereby that any commitment will be awarded pursuant to this RFP or otherwise. PLEASE NOTE. City will not be waive notarization requirement when applicable on any of the required attachments. Contractor shall provide three (3) references from other similar public agencies for which services similar to those specified in this RFP have been performed, including contact names and City Council 22 —11 2/7/2023 Page 9 of 56 (aw�, t CITY OF SANTA ANA telephone numbers. Use ATTACHMENT B — References. The respondent grants permission for the City to contact any individuals listed as references. City may disqualify a Proposer if - References fail to substantiate Proposer's description of services and deliverables provided; or • References fail to support that Proposer has a continuing pattern of providing capable, productive, and skilled personnel, or City is unable to reach the point of contact with reasonable effort. It is the Proposer's responsibility to inform the point of contact(s) of normal City working hours. IX. MINIMUM SCOPE AND LIMIT OF INSURANCE The selected Proposer shall provide the required evidence of insurance coverage as set forth in the standard agreement within ten (10) business days after receipt of Notice of Intent to Award. Contractor must maintain, for the duration of its contract, insurance coverages as required by the City. Additionally, Contractor shall provide the following insurance coverage: Coverage shall be at least as broad as: • Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. • Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code 1), or if Contractor has no owned autos, hired, (Code 8) and non -owned autos (Code 9), with limit no less than $1,000,000 per accident for bodily injury and property damage. • Workers' Compensation: as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. • Sexual Abuse or Molestation (SAM) Liability: If the work will include contact withminors, and the CGL policy referenced above is not endorsed to include affirmative coverage for sexual abuse or molestation, Vendor shall obtain and maintain a policycovering Sexual Abuse and Molestation with a limit no less than $100,000 per occurrence or claim and with a limit no less than $1,000,000 per occurrence or claim for organization. • Professional Liability (Errors and Omissions) Insurance appropriates to the Consultant's profession, with limit no less than $1,000,000 per occurrence or claim, $2,000,000aggregate. If the Contractor maintains broader coverage and/or higher limits than the minimums shown above, the Entity requires and shall be entitled to the broader coverage and/or the higher limits maintained by the contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the Entity. City Council 22 — 12 2/7/2023 Page 10 of 56 (aw�, t CITY OF SANTA ANA Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions: Additional Insured Status The Entity, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Contractor's insurance (at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later edition is used). Primary Coverage For any claims related to this contract, the Contractor's insurance coverage shall be primary coverage at least as broad as ISO CG 20 01 04 13 as respects the Entity, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the Entity, its officers, officials, employees, or volunteers shall be excess of the Contractor's insurance and shall not contribute with it. Notice of Cancellation Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the Entity. Waiver of Subrogation Contractor hereby grants to Entity a waiver of any right to subrogation which any insurer of said Contractor may acquire against the Entity by virtue of the payment of any loss under such insurance. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the Entity has received a waiver of subrogation endorsement from the insurer. Self -Insured Retentions Self -insured retentions must be declared to and approved by the Entity. The Entity may require the Contractor to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self -insured retention may be satisfied by either the named insured or Entity. Acceptability of Insurers Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the Entity. Claims Made Policies (note — should be applicable only to professional liability, see below) If any of the required policies provide claims -made coverage: 1. The Retroactive Date must be shown, and must be before the date of the contract or the beginning of contract work. 2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. 3. If coverage is canceled or non -renewed, and not replaced with another claims -made policy form with a Retroactive Date prior to the contract effective date, the Contractor must purchase "extended reporting" coverage for a minimum of five (5) years after completion of work. City Council 22 — 13 2/7/2023 Page 11 of 56 (2) CITY OF SANTA ANA Verification of Coverage Contractor shall furnish the Entity with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to Entity before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor's obligation to provide them. The Entity reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. Subcontractors Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that Entity is an additional insured on insurance required from subcontractors. Special Risks or Circumstances Entity reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. X. SELECTION PROCEDURES & CRITERIA A. The City will establish a proposal review committee. The review committee will evaluate proposals based on the response to the RFP, which includes adherence to outlined directions and format, and the City evaluation criteria set forth below. B. Proposers will be ranked by the review committee based on the following criteria: CATEGORY POINTS Experience of Firm and Personnel 25 Proposed Scope of Services 25 Cost Proposal 25 Data Collection, Reporting and Compliance 25 TOTAL POSSIBLE SCORE 100 C. The City is under no obligation to accept any proposal and reserves the right to negotiate with respondents as to fees and terms. The City may reject proposals at its sole discretion. If proposal fails to satisfy any requirements outlined in this RFP, it may be considered non- responsive and may be rejected. The City shall not be obligated to accept the lowest priced proposals, but will make awards in the best interests of the City after all factors have been evaluated. The review committee will recommend the qualified Proposers to the City Council or City Dd&Qager tgr a ... ard cf contract, as appropriate City Council 22 — 14 2/7/2023 Page 12 of 56 (aw�, t CITY OF SANTA ANA D. The review committee may invite the proposers to interview. The City reserves the right to seek additional information from any or all Proposers invited to present proposals. A final score will be calculated for each submitted proposal and used to rank Proposers. City reserves the right to begin negotiations and enter into a contract without holding interviews, or further discussions. XI. WITHDRAWALS Proposers are responsible for verifying all prices and information before submitting a proposal. Prior to the proposal due date, the Proposer or Proposer's representative may withdraw the proposal by providing written notice of the proposal withdrawal to the City Contact/Project Manager. Verbal or telephonic withdrawals are not permissible. XII. GENERAL TERMS AND CONDITIONS A. AMERICANS WITH DISABILITIES ACT The awarded Contractor hereby certifies that it will comply, as applicable, with the Americans with Disabilities Act of 1990 ("ADA"), 42 USC §§ 12101 et seq., and its implementing regulations, including Subtitle A, Title II of the ADA. Contractor will not discriminate against persons with disabilities nor against persons due to their relationship to or association with a person with a disability. Any contract entered into by the awarded Contractor (or any subcontract thereof), relating to this RFP, shall be subject to the provisions of this paragraph. B. CITY BUSINESS LICENSE The selected proposer shall be required to obtain a City of Santa Ana Business license within thirty (30) days of selection and must provide a copy to the City projects manager or designee prior to commencing any work in Santa Ana. C. CITY RIGHT TO REJECT The City reserves the right to reject any or all proposals submitted and no representation is made hereby that any agreement will be awarded pursuant to this RFP or otherwise. The City reserves the right to accept or reject the combined or separate components of this proposal in part or in its entirety or to waive any minor inconsistency, informality or technical defect in the proposal. D. CONFLICT OF INTEREST Contractor shall exercise reasonable care and diligence to prevent any actions or conditions that could result in a conflict with the best interests of the City. This obligation shall apply to the Contractor; the Contractor's employees, agents, and Subcontractors associated with accomplishing work and services hereunder. The Contractor's efforts shall include, but not be limited to, establishing precautions to prevent its employees, agents, and Subcontractors from providing or offering gifts, entertainment, payments, loans or other considerations which could be deemed to influence or appear to influence City staff or elected officers from acting in the best interests of the City. Each Proposer must disclose any existing or potential conflict of interest relative to the performance of the contractual services resulting from this RFP. Any such relationship that might be perceived or represented as a conflict should be disclosed. The City reserves the right to disqualify any Proposer on the grounds of actual or apparent conflict of interest. City Council 22 — 15 2/7/2023 Page 13 of 56 (2) CITY OF SANTA ANA No person, firm, or subsidiary thereof who has been awarded this Contract may be awarded a Contract for the provision of services, the delivery of supplies, or the provision of any other related action which is required, suggested, or otherwise deemed appropriate as an end product of this Contract. Therefore, Contractor is precluded from contracting for any work recommended as a result of this Contract. E. CONTRACTOR'S EXPENSE Pre -Contractual Expenses: The City is not liable for any costs incurred by Proposers prior to entering into a formal contract. Costs of developing a response to this RFP, are entirely the responsibility of the Proposer, and shall not be reimbursed in any manner by the City. Pre - contractual expenses are not to be included in the cost proposal. Pre -contractual expenses include, but are not limited to, preparation of the proposal, submission of the proposal and additional information, attendance at pre -proposal conference, negotiating any matter related to this RFP with City, and/or any other expenses incurred by the Proposer prior to the date of award and execution, if any, of the contract. Other Expenses: The Contractor will be responsible for all costs related to photo copying, telephone communications, fax communications, and parking while on City sites during the performance of work and services under this Contract. F. CONTRACTOR'S PROJECT MANAGER/KEY PERSONNEL Except as formally approved by the City, the key personnel identified in Contractor's proposal shall be the individuals who will actually complete the work. Changes in staffing must be reported in writing and approved by the City. The City shall have the right to require the removal and replacement of the Contractor's Project Manager and key personnel under the awarded contract. The City shall notify the Contractor in writing of such action. The City is not required to provide any reason, rationale, or additional factual information if it elects to request any specific key personnel be removed from performing services under the awarded contract. The City shall review and approve the appointment of the replacement for the Contractor's personnel. Said approval shall not be unreasonably withheld. Standards of Conduct: Contractor's personnel shall be courteous and maintain good working relationships with all stakeholders, state or outside agencies, other team members and staff within the City. G. COST PROPOSAL The awarded Contractor agrees to provide the purchased services at the costs, rates, and fees as set forth in their Fee Schedule in response to this RFP. No other costs, rates or fees shall be payable to the awarded Subcontractor for implementation of their proposal. H. DATA RETENTION Contractor shall be responsible for retaining data, records, and documentation for the preparation of required items. These materials shall be made available to and as requested by City. All materials, documents, data or information obtained from the City Data files or any City medium furnished to Contractor in the performance of an awarded contract will at all times remain the property of the City. Such data or information may not be used or copied for direct or indirect use by Contractor after completion or termination of this Contract without the express written consent of the City. All materials, documents, data or information, including copies, must be returned to the City at the end of the contract. City Council 22 — 16 2/7/2023 Page 14 of 56 (2) CITY OF SANTA ANA All data, documents and other products used, developed, or produced during response preparation of the RFP will become property of the City. All responses to the RFP shall become property of the City. Proposer information identified as proprietary shall be maintained confidential, to the extent allowed under the California Public Records Act. DILIGENCE MATERIAL Diligence Material, if provided, is subject to the following disclaimer: Neither the CITY or any of its agents, advisors, or representatives: has made or makes any representation or warranty, express or implied, as to the accuracy or completeness of the Diligence Material. Without limiting the generality of the foregoing, the Diligence Material may include certain assumptions, statements, estimates and projections provided by or with respect to the CITY. Such assumptions, statements, estimates, and projections reflect various assumptions made by the CITY, which assumptions may or may not prove to be correct. No representations are made by the CITY as to the accuracy of such assumptions, statements, estimates, or projections. J. DRUG -FREE WORKPLACE The awarded Contractor certifies compliance with Government Code Section 8355 in matters relating to providing a drug -free workplace. Failure to comply with these requirements may result in suspension of payments under the Contract or termination of the contract or both, and the Contractor may be ineligible for award of any future City contracts. K. EVIDENCE OF FINANCIAL CAPACITY Proposer may be requested to submit its most recent audited financial statement, evidencing PROPOSER's financial capacity to fully perform the required services, including provision of equipment and personnel expenses over a ninety (90) day period. If said financial statement does not reflect full ninety (90) day operational capacity, PROPOSER may include a letter of credit as evidence of supplemental capacity. L. EXAMINATION Proposer represents that it has thoroughly examined and become familiar with the services and responsibilities required this RFP and that it is capable of effectively and efficiently performing quality work to achieve the City's objectives. Any attachments referenced herein or any interpretations, clarifications or amendments subsequently posted in relation to this RFP are fully incorporated. Any irregularities or lack of clarity in the RFP should be brought to the designated City Contact/Project Manager's attention as soon as possible so that corrective addenda may be furnished to prospective Proposers. Proposals which appear unrealistic in the terms of technical commitments, lack of technical competence, or are indicative of failure to comprehend the complexity and risk of this contract, may be rejected. M. EXECUTION OF AGREEMENT Upon successful negotiations, the City and the selected Proposer will enter into an Agreement similar to that as shown in EXHIBIT II — Sample Agreement of this RFP. If a Proposer is unwilling or unable to execute an Agreement within thirty (30) days after being notified of selection under this RFP, the City reserves the right to disqualify them without any further obligation City Council 22 — 17 Page 15 of 56 2/7/2023 (2) CITY OF SANTA ANA N. FEDERAL GRANT CONTRACT PROVISIONS Proposer must agree to the federal contract provisions outlined in the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards at 2 CFR Part 200.326. These provisions will become part of the agreement resulting from this bid. O. FISCAL NONFUNDING CLAUSE In the event sufficient budgeted funds are not available for a new fiscal period, the City shall retain the right to notify the provider of such occurrence in writing at least thirty (30) days before the end of the current fiscal period and terminate the contract on the last day of the current fiscal period without penalty or expense to the City. P. JOINT OFFERS/SUBCONSULTANTS Where two or more Proposers desire to submit a single proposal in response to this RFP, they should do so on a prime sub -consultant basis. The City intends to contract with a single firm, also known as the prime, and not with multiple firms doing business as a joint venture. Should the use of sub -consultants be offered, the Proposer shall provide the same assurances of competence for the sub -consultant plus the demonstrated ability to manage and supervise the subcontracted work. Sub -consultants shall not be allowed to further subcontract with others for work under the Agreement. The provisions of the Agreement shall apply to all sub -consultants in the same manner as the Proposer. The proposer is responsible for all the actions taken by their sub -contractor. The City reserves the right to reject, replace and approve any and all Subcontractors. All Subcontractor(s) shall be identified in the response to the RFP and the City reserves the right to reject any proposed Subcontractor(s). Subcontractors shall be the responsibility of the prime Contractor and the City shall assume no liability of such Subcontractors. Q. INDEPENDENT CONTRACTOR Contractor is considered an independent Contractor and neither Contractor, its employees, nor anyone working under Contractor will be considered an agent or an employee of City. Neither Contractor, its employees, nor anyone working under Contractor, will qualify for workers' compensation or other fringe benefits of any kind through City. R. JOINT OFFERS/SUBCONSULTANTS Where two or more Proposers desire to submit a single Proposal in response to this RFP, they should do so on a prime sub -consultant basis. The City intends to contract with a sin Ice firm and not with multiple firms doing business as a joint venture. Should the use of sub - consultants be offered, the Proposer shall provide the same assurances of competence for the sub -consultant plus the demonstrated ability to manage and supervise the subcontracted work. Sub -consultants shall not be allowed to further subcontract with others for work under the Agreement. The provisions of the Agreement shall apply to all sub -consultants in the same manner as the Proposer. The City reserves the right to reject, replace and approve any and all Subcontractors. All Subcontractor(s) shall be identified in the response to the RFP and the City reserves the right to reject any proposed Subcontractor(s). Subcontractors shall be the responsibility of the prime Contractor and the City shall assume no liability of such Subcontractors. S. LITIGATION STATUS Each Proposer must include in its proposal a complete disclosure of any alleged significant prior or ongoing contract failures, any civil or criminal litigation or investigation pending which City ouncal _ re to Page 16 of 56 (2) CITY OF SANTA ANA comply with the terms of this provision will disqualify any proposal. The City reserves the right to reject any proposal based upon the Proposer's prior history with the City or with any other party, which documents, without limitation, unsatisfactory performance, adversarial or contentious demeanor, significant failure(s) to meet contract milestones or other contractual failures. T. NEGOTIATIONS The City reserves the right to negotiate final contract terms with any Proposer selected. The contract between the parties will consist of the RFP together with any modifications thereto, and the awarded Contractor's proposal, together with any modifications and clarifications thereto that are submitted at the request of the City during the evaluation and negotiation process. In the event of any conflict or contradiction between or among these documents, the documents shall control in the following order of precedence: the final executed contract, the RFP, any modifications and clarifications to the awarded Contractor's proposal, and the awarded Contractor's proposal. Specific exceptions to this general rule may be noted in the final executed contract. Negotiations shall be confidential and not subject to disclosure to competing Contractors unless and until an agreement is reached. If contract negotiations cannot be concluded successfully, the City reserves the right to negotiate a contract with another Contractor or withdraw the RFP. U. NON -PAYMENTS Note that payments will NOT be made for any unsatisfactory work until corrected. In the event of nonpayment of undisputed sums by the City, Contractor shall give the City thirty (30) working days to cure the alleged breach. V. OWNERSHIP OF DOCUMENTS The City has permanent ownership of all directly connected and derivative materials produced under this contract by the Contractor. All documents, reports and other incidental or derivative work or materials furnished hereunder shall become and remains the sole property of the City and may be used by the City as it may require without additional cost to the City. Contractor shall provide the City copies of documents upon its request at any time. None of the documents, reports and other incidental or derivative work or furnished materials shall be used by the Contractor without the express written consent of the City. W. PARKING The City will not provide free parking and/or reimbursement for the cost of parking while providing services and conducting business with the City. X. PROFESSIONAL STANDARDS Contractor staff shall be courteous to the public and City staff utilizing facilities where Contractor is performing work, but shall be responsive only to the requests of the City's Project Manager or designee. Contractor staff shall direct all inquiries to Project Manager or designee. Contractor acknowledges that City locations consist of public -use facilities and recognizes the obligation to ensure Contractor personnel and agents maintain the highest level of professional standards in attire, decorum, and interaction with the public and City personnel. Y. PROJECT MANAGER The selected Proposerwill assume responsibility for all services in its proposal. The selected City o nci I 2 — 23 Page 17 of 56 (aw�, t CITY OF SANTA ANA knowledge in regard to the required service operations and contractual matters, including payment of any and all charges resulting from the Agreement. Z. PROPOSAL VALIDITY Services, pricing, and warranties indicated in a Proposer's Proposal must be valid fora period of 180 days at minimum after the submission of the Proposal. AA.PUBLIC AGENCIES Other public agencies, as defined by California Government Code Section 6500, may choose to use the terms of this Contract, subject to Contractor's acceptance. The City is not liable or responsible for any obligations related to a subsequent contract between Contractor and another public agency. BB.PUBLIC RECORDS Proposals will become public record after the award of a contract unless the proposal or specific parts of the proposal can be shown to be exempt by law. Each Proposer may clearly label all or part of a proposal as "CONFIDENTIAL" provided that the Proposerthereby agrees to indemnify and defend the City for honoring such a designation. The failure to so label any information that is released by the City shall constitute a complete waiver of any and all claims for damages caused by any release of the information. Proposer information identified as proprietary shall be maintained confidential, to the extent allowed under the California Public Records Act. CC. SUBCONTRACTORS Proposals in response to this RFP must identify any Subcontractors, and outline the contractual relationship between the Awarded Subcontractor and each Subcontractor. An official of each proposed Subcontractor must sign, and include as part of the proposal submitted by the Prime Contractor, a statement to the effect that the Subcontractor has read and will agree to abide by the awarded Contractor's obligations. Any Subcontractor proposed after award of contract must be approved by the City before commencement of work. The City will look solely to the awarded Contractor for the performance of all contractual obligations which may result from an award based on this RFP, and the awarded Contractor shall not be relieved for the non-performance of any or all Subcontractors. XIII. AWARD OF AGREEMENT Selected Contractor(s) will be notified in writing. Any award is contingent upon the successful negotiation of final contract terms. A. REQUEST FOR COUNCIL ACTION Following evaluation and rating by the proposal review committee, the Executive Director will recommend award of an agreement to the PROPOSER(S) providing the best quality and value to the CITY. B. EXECUTION OF AGREEMENT A standard agreement is included as EXHIBIT II Sample Agreement of this RFP. "Proposer" will hereinafter be referred to as "Consultant" or "Contractor" in standard agreement. The term of the agreement will begin after the agreement is fully executed, and all required bonds, insurance documents and contents of the payment information packet have been received and approved. City Council 22 — 20 2/7/2023 Page 18 of 56 (2) CITY OF SANTA ANA IMPLEMENTATION A. KICK-OFF MEETINGS The successful proposer will be required to meet with City staff prior to commencement of services or at any time as required by the City, to discuss and agree on operational issues including transition of services and scheduling. B. NOTICE TO PROCEED Following the kick-off meeting, a formal Notice to Proceed (NTP) may be issued after the agreement is fully executed, and all insurance documents and contents of the Payment Information Packet have been received and approved. City Council 22 — 21 Page 19 of 56 2/7/2023 (2) CITY OF SANTA ANA EXHIBIT I SCOPE OF SERVICES Scope of services shall be performed in accordance with the following: A. GENERAL REQUIREMENTS 1. Contractor shall provide food distribution program services including, but not limited to the following: a) Providing food to individuals and families experiencing food insecurities as a result of the COVID-19 pandemic; b) Distributing food to more than 800 households per month. 2. Contractor must provide appropriate levels of staffing, supervision, training, equipment, and supplies required to perform services as specified herein and as proposed to the City. 3. Contractor must comply with all applicable federal, state, and local laws and guidelines throughout the term of the contract, including any extension periods. 4. Contractor must identify distribution locations, dates, and times. 5. Contractor must source food to be distributed and coordinate all activities related to distribution of sourced foods. 6. Contractor shall be solely responsible for obtaining the proper permits, coordinating any traffic control needed, and for facilitating any other communications required to provide services successfully and in a manner complying with any applicable safety guidelines and regulations at its own cost. 7. Contractor and all its representatives and staff shall be courteous to the public and City staff where Contractor is performing work. 8. Contractor shall be responsible for clean-up at completion of work. All debris, excess material, and supplies shall be removed at the completion of each distribution event. 9. Prepared food or meals shall not be allowed nor distributed under this contract at any time. B. SAFETY REQUIREMENTS 1. Contractor shall provide training to all employees and representatives in the work practices necessary to safely perform work as assigned. 2. Contractor shall provide at its expense all safeguards, safety devices and protective equipment, and shall take any and all actions approptiate to providing a safe project site. City Council 22 — 22 2/7/2023 (aw�, t CITY OF SANTA ANA 3. Contractor shall provide, erect, and maintain all warning devices (i.e., barricades, cones, etc.) as required or necessary to ensure the safety of the public, City, and Contractor's employees. 4. Contractor shall take all reasonable precautions in accordance with sound industrial practices, to safeguard and protect property and property adjacent to distribution sites. Damages to properties caused by Contractor's negligence shall be repaired at no cost (both labor and material) to the City. C. REPORTING REQUIREMENTS Contractor shall submit monthly reports in a form supplied by City. Reports may be required in formats including, Google Forms, Excel, Word, and PDF. Formats are subject to change according to City needs. 2. Contractor shall utilize City -provided tracking forms to document recipients and their demographic and need data. 3. Contractor shall comply with all City, federal, and state reporting requirements in a timely manner. Reports shall be provided to the City upon request or regularly at a frequency to be determined by the City. 4. Contractor shall provide monthly reports in form supplied by the City to the City's Project Manager and must include the following at minimum: a) Quantity of food distributed; b) Number of households to which food was distributed; c) Date of distribution event(s); d) Distribution event location(s); and e) Distribution event time frame and number of hours City Council 22 — 23 2/7/2023 (2) CITY OF SANTA ANA EXHIBIT II SAMPLE AGREEMENT AGREEMENT BETWEEN THE CITY OF SANTAANAAND FOR USE OF AMERICAN RESCUE PLAN ACT (ARPA) FUNDS This Agreement is hereby by and between the City of Santa under the Constitution and laws c "CONTRACTOR"). RECITALS: made and entered into this day of , 2023, Ana, a charter city and municipal corporation organized and existing the State of California ("CITY") and _, a California domestic nonprofit corporation ("CONTRACTOR" or A. The American Rescue Plan Act ("ARPA") was signed into law in March 2021. ARPA provides funding for a number of different programs, including the Coronavirus State and Local Fiscal Recovery Fund ("SLFRF"), to provide monetary support to local governments to respond to, mitigate, and recover from the COVID-19 public health emergency. B. On July 20, 2021, the Santa Ana City Council authorized the City Manager to utilize ARPA SLFRF funding from the United States Department of Treasury for the Revive Santa Ana Spending Plan, which includes five spending categories: recovery from the pandemic, direct assistance programs, public health and safety, critical infrastructure, and city fiscal health. C. CONTRACTOR has been selected by the CITY to receive ARPA SLFRF Funds in order to provide a food distribution program, in accordance with the Scope of Work attached hereto as Exhibit A and incorporated herein by reference ("said program"). CONTRACTOR represents that it is qualified and willing to operate said program and certifies that the administration of said program carried out with funds provided under this Agreement will meet ARPA's objectives to respond to, mitigate, and recover from this historic COVID-19 public health crisis. D. CONTRACTOR agrees that it will adhere to the tasks and services as indicated in Exhibit A for said program. Failure to follow the requirements and meet the stated expectations may constitute breach of contract that could result in termination of this Agreement or serve as reason for the CITY to recapture the grant funds awarded to CONTRACTOR pursuant to this Agreement. WHEREFORE, it is agreed by and between the parties that the foregoing Recitals are a substantive part of this Agreement and the following terms and conditions are approved and together with all exhibits and attachments hereto, shall constitute the entire Agreement between the CITY and CONTRACTOR: ARPA PROGRAM PROVISIONS A. Scope of Work. CONTRACTOR shall be responsible for the specific tasks and services of said program, and agrees to administersaid program in compliance with the tasks and services as described in the Scope of Work attached hereto as Exhibit A. CONTRACTOR's failure to perform as required may, in City Council 22 — 24 2/7/2023 (2) CITY OF SANTA ANA addition to other remedies set forth in this Agreement, result in readjustment of the amount of funds for said program or termination of this Agreement. B. Term of Aareement. The term of said Agreement shall commence on the date first written above and continue through February 29, 2024 ("Term"), unless terminated earlier pursuant to the terms of this Agreement. This Agreement shall also cover any and all services provided by the CONTRACTOR to the CITY since the date the ARPA SLFRF Funds were awarded to the CITY. Additionally, the Term of this Agreement may be extended by a writing executed by the City Manager, or designee, and the City Attorney. C. Amount of Grant Funding. The total exceed dollars ($ the Agreement. CONTRACTOR agrees to use sai outlined in Exhibit A. amount of funds provided for said program shall not ("ARPA SLFRF Funds") during the Term of t ARPA SLFRF Funds to administer said program as D. Disbursement of Funds. Said ARPA SLFRF Funds shall be disbursed by CITY to CONTRACTOR pursuant to the terms found in the Fee Payment Schedule attached hereto as Exhibit B, with payments subject to the submittal of invoices and other reporting requirements, as hereinafter more fully set forth. CONTRACTOR shall be obligated to perform such duties as would normally extend beyond the term, including, but not limited to, obligations with respect to indemnification, audits, reporting, data retention/reporting, and accounting. Failure to provide any of the required documentation and reporting will cause CITY to withhold all or a portion of a request for ARPA SLFRF Funds, or return the entire request to CONTRACTOR, until such documentation and reporting has been received and approved by CITY. (1) Reduction in ARPA SURF Funding. The CITY reserves the right to reduce the amount of ARPA SLFRF Funds to CONTRACTOR, or to completely terminate this Agreement, in the CITY's sole discretion, if there is a reduction in ARPA SLFRF Funds provided to the CITY. (2) Reduced Distribution of Funds. The CITY reserves the right to reduce the grant application if the CITY's fiscal monitoring indicates that CONTRACTOR's rate of expenditure will result in unspent funds at the end of the program term. Amendments in the grant allocation will be made after consultation with CONTRACTOR. (3) Reversion of Assets. CONTRACTOR agrees that any and all funds received under this Agreement shall be utilized during the Term of this Agreement, and that any and all funds remaining as of the end of the Term, which have not been utilized, shall be returned by CONTRACTOR to the CITY within thirty (30) days of the expiration or earlier termination of the Agreement. No expense of CONTRACTOR will be reimbursed by CITY if incurred after the end of the Term of the Agreement. E. Grant Program Requirements. (1) CONTRACTOR acknowledges that the source of funding for said program is the federal ARPA, and that payments from the ARPA SLFRF Funds are only to be used to make necessary expenditures incurred due to the public health emergency with respect to COVID-19. (2) CONTRACTOR acknowledges that ARPA provisions allow the use of ARPA SLFRF Funds to respond to, mitigate, and recover from the COVID-19 public health emergency, and will not use these funds for any other uses. City Council 22 — 25 2/7/2023 (2) CITY OF SANTA ANA (3) CONTRACTOR shall follow the process and determination of eligibility for participants in said program as outlined in Exhibit A. F. Performance Monitoring. (1) CONTRACTOR shall submit program performance information as often as requested by CITY, but no less than the submission of monthly reports and a final report to CITY with the information requested by and in the format acceptable to CITY. Each monthly report is due within thirty (30) days of completion of work for each month. The final report is due within thirty (30) days after the termination or expiration of this Agreement. (2) CITY will evaluate CONTRACTOR's management and operation of said program with respect to the project expectations as described in Exhibit A. (3) CITY will review the audit of the CONTRACTOR to ensure that grant funds are used for authorized purposes in compliance with laws, regulations, and the provisions of contracts or grant agreements under this Agreement, including attachments and exhibits. (4) If action to correct any substandard performance is not taken by the CONTRACTOR within a reasonable period after being notified by CITY, suspension or termination procedures may be initiated by CITY. (5) All performance shall be subject to review by the CITY or other regulatory agencies at all times. CONTRACTOR shall provide adequate cooperation to any inspector or other CITY representative to permit the same to determine CONTRACTOR's conformity with the terms of this Agreement. If any services performed by CONTRACTOR are not in conformance with the terms of this Agreement, the CITY shall have the right to require CONTRACTOR to perform the services in conformance with the terms of the Agreement at no additional cost. The CITY may also terminate this Agreement for default and charge CONTRACTOR for any costs incurred by the CITY because of CONTRACTOR's failure to perform. (6) CONTRACTOR shall establish adequate procedures for self -monitoring and quality control and assurance to ensure proper performance under this Agreement; and shall permit a CITY representative or other regulatory official to monitor, assess, or evaluate CONTRACTOR's performance under this Agreement at any time, upon reasonable notice to CONTRACTOR. G. Audit. (1) CONTRACTOR shall maintain complete and accurate records and supporting documentation to facilitate financial and/or program audits by CITY. This requirement shall apply to any records and documentation CITY shall reasonably require or as required to be maintained pursuant to the ARPA regulations. (2) The books and accounts, files, and other records of CONTRACTOR, which are applicable to this Agreement, shall be available for inspection, review, and audit during normal business hours by CITY to determine the proper application and use of all ARPA SLFRF Funds provided to or for the account or benefit of CONTRACTOR. (3) CONTRACTOR assumes responsibility for reimbursement to CITY a sum of money equivalent to the amount of any expenditures disallowed should the CITY, or an authorized agency, rule through audit, exception, or some other appropriate means, that expenditures from funds allocated to City Council 22 — 26 2/7/2023 (2) CITY OF SANTA ANA CONTRACTOR for direct and/or administrative costs were not made in compliance with the applicable cost principles, regulations, or the provisions of this Agreement. (4) CONTRACTOR agrees to comply with the requirements of OMB Uniform Guidance 2 CFR Part 200. CONTRACTOR further agrees to provide CITY with a copy of completed independent auditors' report within thirty (30) days of CITY's request for such report. If the report contains instances of non-compliance with federal laws and regulations that bear directly on the performance or administration of this Agreement, CONTRACTOR shall provide CITY copies of responses to auditors' reports, a plan for corrective action, and auditors' response that the noncompliance has been resolved. All reports prepared in accord with the requirements of OMB Uniform Guidance 2 CFR Part 200 shall be available for inspection by representatives of CITY or the federal government during normal business hours. (5) All accounting records, reports, and evidence pertaining to all costs, expenses and the ARPA SLFRF Funds of CONTRACTOR and all documents related to this Agreement shall be maintained and kept available at CONTRACTOR'S office or place of business for the duration of the Agreement and thereafter for five (5) years from the date of final payment under this Agreement. Records which relate to: (a) complaints, claims, administrative proceedings or litigation arising out of the performance of this Agreement; or, (b) costs and expenses of this Agreement to which CITY or any other governmental agency takes exception, shall be retained beyond the five (5) years until complete resolution or disposition of such appeals, litigation claims, or exceptions. In the event CONTRACTOR does not make the above -referenced documents available within the City of Santa Ana, California, CONTRACTOR agrees to pay all necessary and reasonable expenses incurred by CITY in conducting any audit at the location where said records and books of account are maintained. H. Ownership/Use of Materials. CONTRACTOR agrees that all materials, reports or products in any form, including electronic, created by CONTRACTOR for which CONTRACTOR has been compensated pursuant to this Agreement shall be the sole property of the CITY. The material, reports, or products may be used by the CITY for any purpose that the CITY deems to be appropriate, including, but not limit to, duplication and/or distribution within the CITY or to third parties. CONTRACTOR agrees not to release or circulate in whole or part such materials, reports, or products without prior written authorization of the CITY. I. Close -Out. CONTRACTOR agrees to comply with the closeout procedures detailed in 2 CFR §200.343, including the following: (1) CONTRACTOR must submit, no later than ninety (90) calendar days after the end date of the period of performance, all financial, performance, and other reports as required by the terms and conditions of this Agreement; (2) CONTRACTOR must promptly refund any balances of unobligated cash that the CITY paid in advance or paid and that is not authorized to be retained by CONTRACTOR for use in other projects (See OMB Circular A-129 and 2 CFR §200.345); and, (3) CITY should complete all closeout actions for the Federal award no later than one year after receipt and acceptance of all required final reports. CONTRACTOR'S OBLIGATIONS A. Representations and Warranties. City Council 22 — 27 2/7/2023 (2) CITY OF SANTA ANA (1) Authority. CONTRACTOR is a duly organized and existing domestic nonprofit corporation in good standing and authorized to do business under the laws of the State of California. CONTRACTOR has full right, power and lawful authority to accept the funding hereunder and to undertake all obligations as provided herein and the execution, performance and delivery of this (2) Experience. CONTRACTOR is qualified to provide the administrator services for said program detailed herein. (3) Familiarity With Services Required. By executing this Agreement, CONTRACTOR warrants that: (i) it has thoroughly investigated and considered the administrator services to be performed and provided for said program as detailed in Exhibit A; (ii) it has carefully considered how the services should be performed; and, (iii) it fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. (4) No Conflict. To the best of CONTRACTOR'S knowledge, CONTRACTOR'S execution, delivery and performance of its obligations under this Agreement will not constitute a default or a breach under any contract, agreement or order to which CONTRACTOR is a party or by which it is bound. (5) No Bankruptcy. CONTRACTOR is not the subject of any current or threatened bankruptcy proceeding. (6) No Pending Legal Proceedings. CONTRACTOR is not the subject of a current or threatened litigation that would or may materially affect CONTRACTOR'S performance under this Agreement. (7) Proposal Veracity. All provisions of and information provided in CONTRACTOR's proposal submitted to CITY, including any exhibits, are true and correct in all material respects. (8) No Pending Investigation. CONTRACTOR has no knowledge that it is the subject of any current or threatened criminal or civil action investigation by any public agency, including without limitation a police agency or prosecuting authority, which would relate to or affect performance of the Agreement or provision of services hereunder. B. Licensing. CONTRACTOR agrees to obtain and maintain all required licenses, registrations, accreditation and inspections from all agencies governing its operations. CONTRACTOR shall ensure that its staff shall also obtain and maintain all required licenses, registrations, accreditation and inspections from all agencies governing CONTRACTORSs operations hereunder. Such licensing requirements include obtaining a City business license, as applicable. C. Zoning. CONTRACTOR agrees that anyfacility/property used in furtherance of said program shall be specifically zoned and permitted for such use(s) and activities. Should CONTRACTOR fail to have the required land entitlement and/or permits, thus violating any local, state or federal rules and regulations relating thereto, CONTRACTOR shall immediately make good -faith efforts to gain compliance with local, state or federal rules and regulations following written notification of said violation(s) from the CITY or other authorized citing agency. CONTRACTOR shall notify CITY immediately of any pending violations. Failure to notify CITY of pending violations, or to remedy such known violation(s) shall result in termination of grant City Council 22 — 28 2/7/2023 (2) CITY OF SANTA ANA funding hereunder. CONTRACTOR must make all corrections required to bring the facility/property into compliance with the law within sixty (60) days of notification of the violation(s); failure to gain compliance within such time shall result in termination of grant funding hereunder. D. Separation of Accounts. All funds received by CONTRACTOR from CITY pursuant to this Agreement shall be maintained in an account in a federally insured banking or savings and loan institution with record keeping of such accounts maintained pursuant to applicable 2 CFR 200.302 requirements. CONTRACTOR is not required to maintain separate depository accounts forARPA SLFRF Funds; provided however, the CONTRACTOR must be able to account for receipt, obligation, distribution and expenditure of ARPA SLFRF Funds pursuant to applicable 2 CFR 200.302 requirements. E. Audit Report Requirements. CONTRACTOR agrees that if CONTRACTOR expends Seven Hundred Fifty Thousand Dollars ($750,000) or more in federal funds, CONTRACTOR shall have an annual audit conducted by a certified public accountant in accordance with the standards as set forth and published by the United States Office of Management and Budget. CONTRACTOR shall provide CITY with a copy of said audit by April 1 of the year following the program year in which this Agreement is executed. F. Compliance with Law/Program Income. CONTRACTOR acknowledges that the funds being provided by CITY for said program are received by CITY pursuant to ARPA, and that distribution and expenditure of these ARPA SLFRF Funds shall be in accordance with ARPA and all pertinent regulations issued by agencies of the federal government, including, but not limited to, all regulations found at Title 24 of the Code of Federal Regulations. Any program income received by CONTRACTOR shall be returned to CITY, unless otherwise provided for in this Agreement. CONTRACTOR agrees to comply fully with all federal, state and local laws and court orders applicable to its operation and administration of said program, whether or not referred to in this Agreement. G. Debarment. To protect the public interest and ensure the integrity of Federal programs, CITY may only conduct business with responsible persons and may not make any award or permit any award to any party which is debarred or suspended or is otherwise excluded from or ineligible for participation in Federal assistance programs under Executive Order 12549, "Debarment and Suspension". See also 24 CFR 570.609. CONTRACTOR must review and sign Exhibit D "Debarment', which is attached hereto and incorporated herein by this reference. CONTRACTOR shall be in good standing, without suspension by the California Secretary of State, Franchise Tax Board or Internal Revenue Service. Any change in the corporate status or suspension of CONTRACTOR shall be reported immediately to CITY. H. Confidentiality. Without prejudice to any other provisions of this Agreement, CONTRACTOR shall, where applicable, maintain the confidential nature of information provided to it concerning participants in accordance with the requirements of federal and state law. However, CONTRACTOR shall submit to CITY or its representatives, all records requested, including audit, examinations, monitoring and verifications of reports submitted by CONTRACTOR, costs incurred and services rendered hereunder. I. Independent Contractor. CONTRACTOR agrees that the performance of obligations hereunder is rendered in its capacity as an independent contractor and that it is in no way an agent of CITY. J. Violation of Terms and Conditions. CONTRACTOR agrees that if CONTRACTOR violates any of the terms and conditions of this Agreement or any prior Agreement whereby ARPA SLFRF Funds were received by CONTRACTOR, or if CONTRACTOR reports inaccurately, or if on audit there is a disallowance of certain expenditures, CONTRACTOR agrees to remedy the acts or omissions causing the City Council 22 — 29 2/7/2023 (2) CITY OF SANTA ANA disallowance and repay CITY all amounts spent in violation thereof. If CONTRACTOR engaged in fraudulent activity to obtain and/or justify distribution or expenditure of the ARPA SLFRF Funds granted hereunder, CONTRACTOR shall be required to reimburse the CITY of all such funds that were obtained, distributed and/or spent under fraudulent circumstances. K. Fraud. CONTRACTOR shall immediately report all suspected or known instances and facts concerning possible fraud, abuse or criminal activity related to said program for the ARPA SLFRF Funds under this Agreement. L. Prohibited Use. CONTRACTOR hereby certifies and agrees that it will not use ARPA SLFRF Funds provided through this Agreement to pay for entertainment, meals or gifts, or other prohibited uses. M. Lobbying. CONTRACTOR certifies that it will comply with federal law (31 U.S.C. 1352) and regulations found at 24 CFR Part 87, which provide that no appropriated funds may be expended by the recipient of a federal contract, grant, loan or cooperative agreement to pay any person for influencing or attempting to influence an officer or employee of any agency, Member of Congress, or an officer or employee of a Member of Congress in connection with awarding of any federal contract, the making of any federal grant or loan, entering into any cooperative agreement and the extension, renewal, amendment or modification of any federal contract, grant, loan or cooperative agreement. CONTRACTOR shall sign a certification to that effect in a form as set forth in Exhibit E, attached hereto and by this reference incorporated herein. CONTRACTOR shall submit said signed certification to CITY prior to performing any of its obligations under this Agreement and prior to any obligation arising on the part of CITY to pay any sums to CONTRACTOR under the terms and conditions of this Agreement. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit a "Disclosure Form to Report Lobbying," in accordance with its instructions (Exhibit E). N. Financial Interest. CONTRACTOR agrees that except for the use of administrative fees to pay salaries and other related administrative or personnel costs, no persons who exercise or have exercised any function with respect to administering said program under the terms of this Agreement, or who are in a position to participate in a decision -making process or gain inside information with regard to the administration of said program, may obtain a financial interest or benefit from said program, either for themselves or those with whom they have family or business ties, during their tenure or for one year thereafter. This prohibition applies to any person who is an employee, agent, consultant, officer, or elected or appointed official of CITY, or of any designated public agency, or the CONTRACTOR. O. Labor Standards. The CONTRACTOR agrees to comply with the requirements of the Secretary of Labor in accordance with the Davis -Bacon Act as amended, the provisions of Contract Work Hours and Safety Standards Act (40 U.S.C. 327 et seq.) and all other applicable Federal, state and local laws and regulations pertaining to labor standards insofar as those acts apply to the performance of this Agreement. The CONTRACTOR agrees to comply with the Copeland Anti -Kick Back Act (18 U.S.C. 874 et seq.) and its implementing regulations of the U.S. Department of Labor at 29 CFR Part 5. The CONTRACTOR shall maintain documentation that demonstrates compliance with hour and wage requirements of this part. Such documentation shall be made available to the CITY for review upon request. City Council 22 — 30 2/7/2023 (2) CITY OF SANTA ANA P. Equal Employment Opportunities. CONTRACTOR shall make every effort to ensure that all projects funded wholly or in part by ARPA SLFRF Funds shall provide equal employment opportunities for minorities and women. Q. Women and Minority -Owned Businesses (W/MBE)_ CONTRACTOR will use its best efforts to afford small businesses, minority business enterprises, and women's business enterprises the maximum practicable opportunity to participate in the performance of this Agreement in accordance with the requirements of 2 CFR 200.321 "Contracting with small and minority businesses, women's business enterprises, and labor surplus area firms". As used in this Agreement, the term "small business" means a business that meets the criteria set forth in section 3(a) of the Small Business Act, as amended (15 U.S.C. 632), and "minority and women's business enterprise" means a business at least fifty-one percent (51%) owned and controlled by minority group members or women. For the purpose of this definition, "minority group members" are African -Americans, Spanish-speaking, Spanish surnamed or Spanish - heritage Americans, Asian -Americans, and American Indians. CONTRACTOR may rely on written representations by businesses regarding their status as minority and female business enterprises in lieu of an independent investigation. R. Drug Free Workplace. CONTRACTOR agrees to provide a drug -free workplace and to execute a certification as set forth in Exhibit F attached hereto and incorporated herein by this reference. S. Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards. The following requirements and standards must be complied with: 2 CFR Part 200 et al. CONTRACTOR shall procure all materials, property, or services in accordance with the requirements of 2 CFR 200.318-326. III. CITY'S OBLIGATIONS A. Audit of Account. CITY shall include an audit of the account maintained by CONTRACTOR in CITY's audit of all ARPA SLFRF Funds in accordance with Title 24 of the Code of Federal Regulations and other applicable federal laws and regulations. B. Common Rule: Pursuant to 2 CFR 200.328(a), the CITY manages the day-to-day operations of each grant and subgrant supported activities. CITY staff has detailed knowledge of the grant program requirements and monitors grant and subgrant supported activities to assure compliance with federal requirements. Such monitoring covers each program, function and activity and performance goals are reviewed periodically. C. Project Expectations: CITY shall monitor the performance of CONTRACTOR against goals and performance standards required herein. The CONTRACTOR shall be responsible to accomplish the project expectations as set forth in Exhibit A, and report such results to the CITY. If the CONTRACTOR estimates such goals will not be met, the CONTRACTOR is to contact the CITY, at which time the CITY will determine if any adjustments to the grant award is appropriate. Substandard performance as determined by the CITY will constitute non-compliance with this Agreement. Should the CITY determine that the CONTRACTOR has not performed its obligations as stated in this contract in a satisfactory manner, or if the CITY determines that insufficient supporting information has been submitted, the CITY shall notify the CONTRACTOR in writing of its determination specifying in full detail the objections that it has to the CONTRACTOR's performance. If action to correct such substandard performance is not taken by the CONTRACTOR after being notified by the CITY, within a reasonable period of time as stipulated in the written notification, contract suspension or termination procedures will be initiated. City Council 22 — 31 2/7/2023 (2) CITY OF SANTA ANA IV. GENERAL PROVISIONS A. Non -Discrimination. 1. CONTRACTOR agrees to comply with Executive Order 11246, which requires that during the performance of this Agreement, CONTRACTOR agrees not to discriminate against any employee or applicant for employment because of race, religion, sex, color or national origin. Such action shall include, but not be limited to the following: employment, upgrading, demotion, or transfer, rates of pay or other forms of compensation, and selection for training, including apprenticeship. CONTRACTOR agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the CONTRACTOR setting forth the provisions of this nondiscrimination clause. 2. CONTRACTOR agrees to comply with Title VI of the Civil Rights Act of 1964, which indicates that no person shall, on the ground of race, color or national origin, be excluded from participation in, be denied the benefits of, or be subject to discrimination under any program of activity receiving federal financial assistance. 3. No person shall, on the grounds of race, sex, creed, color, religion, marital status, national origin, age, sexual orientation, or physical or mental handicap be excluded from participation in, be refused the benefits of, or otherwise be subject to discrimination in any activities, programs or employment supported by this Agreement. CONTRACTOR is prohibited from discrimination on the basis of age or with respect to an otherwise qualified handicapped person as provided for under Section 109 of the Housing and Community Development Act of 1974, as amended. 4. CONTRACTOR agrees to comply with the Age Discrimination Act of 1975, which requires that during the performance of this Agreement, CONTRACTOR agrees not to discriminate against any employee or applicant for employment because of age. Such action shall include, but not be limited to the following: employment upgrading, demotion, or transfer, rates of pay or other forms of compensation, and selection for training, including apprenticeship. CONTRACTOR agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the CONTRACTOR setting forth the provisions of this age discrimination clause. 5. CONTRACTOR agrees to comply with Section 504 of the Rehabilitation Act of 1973, which requires that no otherwise qualified individual with a disability in the United States, shall, solely by reason of his or her disability, be excluded from the participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving federal financial assistance or under any program or activity conducted by any executive agency or by the United States Postal Service. B. Conflict of Interest. Pursuant to the conflict of interest requirements set forth in 24 CFR 570.611 and 2 CFR 200.112, CONTRACTOR certifies that no member, officer, employee, agent or assignee of CITY having direct or indirect control of any ARPA SLFRF Funds granted to the CITY, inclusive of the subject ARPA SLFRF Funds, shall serve as an officer of CONTRACTOR. Further, any conflict or potential conflict of interest of any officer of CONTRACTOR shall be fully disclosed in writing prior to the execution of this Agreement and said writing shall be attached and deemed fully incorporated as a part hereof. Notice shall be sent by CONTRACTOR to CITY regarding any changes or modifications to its board of directors and list of officers. C. Special Certification for Religious Entities. If CONTRACTOR is a religious entity, CONTRACTOR hereby agrees that in connection with the provision of the services CONTRACTOR shall provide with ARPA SLFRF Funds, in accordance with 24 CFR 570.2000): City Council 22 — 32 2/7/2023 (2) CITY OF SANTA ANA 1. CONTRACTOR shall not discriminate against any employee or applicant for employment on the basis of religion and shall not limit employment or give preference in employment to persons on the basis of religion. 2. CONTRACTOR shall not discriminate against any person applying for the services CONTRACTOR agrees to provide under the terms of this Agreement on the basis of religion and shall not limit such services or give preference to applicants for such services on the basis of religion. 3. CONTRACTOR shall NOT provide religious instruction or counseling, conduct any religious worship or services, or engage in any religious proselytizing, or exert any religious influence in the provision of the services in said program. The parties agree that this covenant is intended to and shall be construed for the limited purpose of assuring compliance with respect to the use of CITY funds by CONTRACTOR with applicable constitutional limitations respecting the establishment of religion as set forth in the establishment clause under the First Amendment of the United States Constitution and Article I, Section 4 of the California Constitution, and is not in any manner intended to restrict other activities of CONTRACTOR. 4. The portion of a facility used to provide public services assisted in whole or in part under this Agreement shall contain no sectarian or religious symbols. 5. Where the services to be provided under said program are rendered on property owned by the primarily religious entity CONTRACTOR, ARPA SLFRF Funds may also be used for minor repairs to such property, which are directly related to the cost of rendering the services under said program, where the cost constitutes in dollar terms only an incidental portion of the ARPA expenditure for rendering the services under said program. D. Prohibition of Nepotism. CONTRACTOR agrees not to hire or permit the hiring of any person to fill a position funded through this Agreement if a member of that person's immediate family is employed in an administrative capacity by CONTRACTOR. For the purposes of this section, the term "immediate family" means spouse, child, mother, father, brother, sister, brother-in-law, sister-in-law, father-in-law, mother-in-law, son-in-law, daughter-in-law, aunt, uncle, niece, nephew, stepparent and stepchild. The term "administrative capacity" means having selection, hiring, supervisor or management responsibilities. E. Notices. Notices to the parties shall, unless otherwise requested in writing, be sent by U.S. Mail, postage prepaid, and addressed as follows: TO CITY: City of Santa Ana Lauren Matthews Management Aide City Manager's Office 20 Civic Center Plaza P.O. Box 1988 Santa Ana, California 92702-1988 TO CONTRACTOR: City Council 22 — 33 2/7/2023 (2) CITY OF SANTA ANA F. Assignability. None of the duties of, or work to be performed by, CONTRACTOR under this Agreement shall be subcontracted or assigned to any agency, consultant, or person without the prior written consent of CITY. CONTRACTOR must submit all subcontracts and other agreements that relate to this Agreement to CITY. No subcontract or assignment shall terminate or alter the legal obligations of CONTRACTOR pursuant to this Agreement. G. Indemnification/Hold Harmless. CONTRACTOR shall indemnify, defend and save harmless CITY, its officers, employees, agents, representatives and volunteers from and against any and all damages to or for loss of use of property and for injuries to or death of any person or persons, including property and employees or agents of CITY, and shall defend, indemnify and save harmless CITY, its officers, employees, agents, representatives and volunteers from and against any and all claims, demands, suits, actions or proceedings of any kind or nature, including, but not by way of limitation, workers compensation claims and including attorney fees and reasonable expenses for litigation or settlement, resulting from or arising out of the negligent or wrongful acts, errors or omissions of CONTRACTOR, its officers, directors, employees, agents, subcontractors and suppliers arising out of CONTRACTOR's performance of this Agreement. H. Insurance. Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the Contractor, its agents, representatives, employees, or subcontractors. a. MINIMUM SCOPE AND LIMIT OF INSURANCE Coverage shall beat least as broad as: 1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, eitherthe general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. 2. Automobile Liability: Insurance Services Office Form Number CA 0001 covering, Code 1 (any auto), or if Contractor has no owned autos, Code 8 (hired) and 9 (non -owned), with limit no less than $1,000,000 (if program services includes transportation of youth, the limit shall be no less than $5,000,000) per accident for bodily injury and property damage. (Not required if an automobile is not required to fulfill services.) 3. Workers' Compensation: insurance as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. 4. Sexual Abuse or Molestation (SAM) Liability: If the CGL policy referenced above is not endorsed to include affirmative coverage for sexual abuse or molestation, Contractor shall obtain and maintain a policy covering Sexual Abuse and Molestation with a limit no less than $1,000,000 per occurrence or claim. 5. If the Contractor maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. b. Other Insurance Provisions —The insurance policies are to contain, or be endorsed to contain, the following provisions: 1. Additional Insured Status: The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability City Council 22 — 34 2/7/2023 (2) CITY OF SANTA ANA arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Contractor's insurance (at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if a later edition is used). 2. Primary Coverage: For any claims related to this contract, the Contractor's insurance coverage shall be primary coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Contractor's insurance and shall not contribute with it. 3. Notice of Cancellation: Each insurance policy required above shall state that coverage shall not be canceled, except with notice to the City. 4. Waiver of Subrogation: Contractor hereby grants to City a waiver of any right to subrogation which any insurer of said Contractor may acquire against the City by virtue of the payment of any loss under such insurance. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. 5. Self -Insured Retentions: Self -insured retentions must be declared to and approved by the City. The City may require the Contractor to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self -insured retention may be satisfied by either the named insured or City. 6. Acceptability of Insurers: Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the City. 7. Claims Made Policies: If any of the required policies provide coverage on a claims - made basis: 1. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work. 2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. 3. If coverage is canceled or non -renewed, and not replaced with another claims - made policy form with a Retroactive Date prior to the contract effective date, the Contractor must purchase "extended reporting" coverage for a minimum of five (5) years after completion of contract work. 8. Verification of Coverage: Contractor shall furnish the City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to City before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor's obligation to provide them. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. 9. Special Risks or Circumstances: City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. I. Termination. City Council 22 — 35 2/7/2023 (2) CITY OF SANTA ANA 1. This Agreement may be terminated on thirty (30) days' written notice by either party. In the event of such termination, CONTRACTOR shall only be entitled to reimbursement for approved expenses incurred to the effective date of termination. 2. This Agreement may be suspended or terminated by CITY upon five (5) days' written notice for violation by CONTRACTOR of Federal Laws governing the use of ARPA SLFRF Funds. In the event of such suspension or termination, CONTRACTOR shall only be entitled to reimbursement for approved expenses incurred up to the effective date of suspension or termination. 3. Pursuant to 2 CFR 200.340, in the event CONTRACTOR defaults by failing to fulfill all or any of its obligations hereunder, CITY may declare a default and termination of this Agreement by written notice to CONTRACTOR, which default and termination shall be effective on a date stated in the notice which is to be not less than ten (10) days after certified mailing or personal service of such notice, unless such default is cured before the effective date of termination stated in such notice. If terminated for cause, CITY shall be relieved of further liability or responsibility under this Agreement, or as a result of the termination thereof, including the payment of money, except for payment for approved expenses incurred for services satisfactorily and timely performed prior to the mailing or service of the notice of termination, and except for reimbursement of: (1) any payments made for services not subsequently performed in a timely and satisfactory manner; and, (2) costs incurred by CITY in obtaining substitute performance. 4. The grant of funds under this Agreement may be terminated for convenience by either the CITY or CONTRACTOR, in whole or in part, by setting forth the reasons for such termination, the effective date, and, in the case of portion termination, their portion to be terminated. However, if in the case of a partial termination, the CITY determines that the remaining portion of the award will not accomplish the purpose for which the award was made, the CITY may terminate the award in its entirety. 5. The grant of funds under this Agreement maybe terminated due to the non-performance of CONTRACTOR and/or failure of SUBRECIPENT to perform the work described in Exhibit A 6. The grant of funds under this Agreement maybe terminated due to the failure of the CITY to receive sufficient or anticipated funding for the ARPA program for any term subject to this Agreement. 7. In the event this Agreement is terminated as set forth in subparagraphs I(1) through 1(6), inclusive, CONTRACTOR agrees to immediately return to CITY upon CITYs demand and prior to any adjudication of CONTRACTOR's rights, any and all funds not used, and to comply with the Reversion of Assets requirements in this Agreement. J. Limitation of Funds. The United States of America may in the future place programmatic or fiscal limitations on the use of ARPA SLFRF Funds, which limitations are not presently anticipated. Accordingly, CITY reserves the right to revise this Agreement in order to take account of actions affecting ARPA program funding. In the event of funding reduction, CITY may, in its sole and absolute discretion, reduce the budget of this Agreement, may limit the rate of CONTRACTOR's authority to utilize funds, or may restrict CONTRACTOR's use of uncommitted funds. Where CITY has been directed to implement a reduction in funding, with respect to funding for this Agreement, CITY's City Manager or delegate is authorized to act for CITY in implementing and effecting such a reduction and in revising, modifying, or amending the Agreement for such purposes. If such a reduction in funding occurs, CONTRACTOR shall be permitted to de -scope accordingly. Where CITY has reasonable grounds to question CONTRACTOR's fiscal accountability or compliance with this Agreement, CITY may suspend the operation of this Agreement for up to sixty (60) days upon five (5) days written notice to CONTRACTOR of its intention to so act, pending an audit or other resolution of such questions. In no event, however, shall any revisions made by CITY affect City Council 22 — 36 2/7/2023 (2) CITY OF SANTA ANA expenditures and legally binding commitments made by CONTRACTOR before it received notice of such revision, provided that such amounts have been committed in good faith and are otherwise allowable and that such commitments are consistent with ARPA SLFRF Funds withdrawal guidelines. K. Exclusivity and Amendment of Agreement. This Agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the use of CITY's ARPA SLFRF Funds by CONTRACTOR and contains all the covenants and agreements between the parties with respect to SUBRECIPIENT's administration of said program. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement or amendment hereto shall be effective unless executed in writing and signed by both CITY and CONTRACTOR. L. Laws Governing this Agreement. This Agreement shall be governed by and construed in accordance with the laws of the State of California, and all applicable federal laws and regulations. M. Validity and Severability. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. Whenever possible, each provision of this AGREEMENT shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this AGREEMENT is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions of this AGREEMENT. N. Waiver. No delay or omission by either party hereto to exercise any right or power accruing upon any noncompliance or default by the other party with respect to any of the terms of this Agreement shall impair any such right or power or be construed to be a waiver thereof. A waiver by either of the parties hereto of any of the covenants, conditions, or agreements to be performed by the other shall not be construed to be a waiver of any succeeding breach thereof or of any other covenant, condition or agreement herein contained. O. Federal Award Identification Information. CONTRACTOR's pertinent Federal Award Identification Information, including DUNS Number and Federal Award Identification Number (FAIN), as well as the applicable information for ARPA, are included in Exhibit C attached hereto and incorporated herein by this reference. P. Miscellaneous Provisions. 1. 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. 2. All Exhibits and Attachments referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 3. This Agreement must be signed below and may be signed in counterpart and delivered by fax, email as a PDF (Portable Document Format) file attachment, or by other means that displays the original or a copy of the signatures. Any subsequent amendments may be signed and delivered in the same manner. {Signatures on following page} City Council 22 — 37 2/7/2023 (2) CITY OF SANTA ANA IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first written above. ATTEST: Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: Assistant City Attorney CONTRACTOR: Name: Title: LEI #: CITY OF SANTA ANA KRISTINE RIDGE City Manager SAMPLE ONLY City Council 22 — 38 2/7/2023 (2) CITY OF SANTA ANA EXHIBIT III FEDERAL REGULATIONS Federal Regulations — Recipient must comply with the government cost principles, uniform administrative requirements and audit requirements for federal grant program housed within Title 2, Part 200 of the Code of Federal Regulations. b. Debarment and Suspension — As required by Executive Orders 12549 and 12689, and 2 CFR §200.212 and codified in 2 CFR Part 200, Recipient must provide protection against waste, fraud, and abuse by debarring or suspending those persons deemed irresponsible in their dealings with the Federal government. C. Audit Records - With respect to all matters covered by this agreement all records shall be made available for audit and inspection by CITY, the grant agency and/or their duly authorized representatives for a period of three (3) years from the date of submission of the final expenditure report by the City of Santa Ana. For a period of three years after final delivery hereunder or until all claims related to this Agreement are finally settled, whichever is later, Recipient shall preserve and maintain all documents, papers and records relevant to the services provided in accordance with this Agreement, including the Attachments hereto. For the same time period, Recipient shall make said documents, papers and records available to City and the agency from which City received grant funds or their duly authorized representative(s), for examination, copying, or mechanical reproduction on or off the premises of Recipient, upon request during usual working hours. d. Reports - Recipient shall provide to City all records and information requested by City for inclusion in monthly reports and such other reports or records as City may be required to provide to the agency from which City received grant funds or other persons or agencies. e. Section 504 of the Rehabilitation Act of 1973 (Handicapped) - All recipients of federal funds must comply with Section 504 of the Rehabilitation Act of 1973 (The Act). Therefore, the federal funds recipient pursuant to the requirements of The Act hereby gives assurance that no otherwise qualified handicapped person shall, solely by reason of handicap be excluded from the participation in, be denied the benefits of or be subject to discrimination, including discrimination in employment, in any program or activity that receives or benefits from federal financial assistance. The Recipient agrees it will ensure that requirements of The Act shall be included in the agreements with and be binding on all of its contractors, subcontractors, assignees or successors. f. Americans with Disabilities Act of 1990 - (ADA) Recipient must comply with all requirements of the Americans with Disabilities Act of 1990 (ADA), as applicable. 9. Political Activity - None of the funds, materials, property, or services provided directly or indirectly under this agreement shall be used for any partisan political activity, or to further the election or defeat of any candidate for public office, or otherwise in violation of the provisions of the "Hatch Act". h. No Lobbying - Recipient will comply with all applicable lobbying prohibitions and laws, including those found in the Byrd Anti -Lobbying Amendment (31 U.S.C. 1352, et sec.), and agrees that none of the funds provided under this award may be expended by the Recipient to pay any person to influence, or attempt to influence an officer or employee of any agency, a Member of Congress, an officer City Council 22 — 39 2/7/2023 (2) CITY OF SANTA ANA or employee of Congress, or an employee of a Member of Congress in connection with any federal action concerning the award or renewal of any federal contract, grant, loan, or cooperative agreement. i. Non -Discrimination and Eaual Opportunity - Recipient will comply, and all its contractors (or subrecipients) will comply, with Title VI of the Civil Rights Act of 1964, as amended; Section 504 of the Rehabilitation Act of 1964, as amended; Subtitle A, Title I I of the Americans with Disabilities Act (ADA) (1990); Title IX of the Education Amendments of 1972; the Age Discrimination Act of 1975, as amended; Drug Abuse Office and Treatment Act of 1972, as amended; Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970, as amended; Section 523 and 527 of the Public Health Service Act of 1912, as amended; Title VIII of the Civil Rights Act of 1968, as amended; Department of Justice Non -Discrimination Regulations, 28 CFR Part 42, Subparts C, D, E, and G; and Department of Justice regulations on disability discrimination, 28 CFR Part 35 and 39. In the event a Federal or State court, Federal or State administrative agency, or the Recipient makes a finding of discrimination after a due process hearing on the grounds of race, color, religion, national origin, sex, or disability against a recipient of funds, the Recipient will forward a copy of the findings to CITY which will, in turn, submit the findings to the Office of Civil Rights, Office of Justice Programs, U.S. Department of Justice. If applicable, recipient will comply with the equal opportunity clause in 41 C.F.R. 60-1.4(b) in accordance with Executive Order 11246 as amended by Executive Order No. 11375. j. Equal Emplovment Opportunity - Recipient will comply, and all its contractors (or subrecipients) will comply, with all requirements of the Executive Order 11246 of September 24, 1965, entitled "Equal Employment Opportunity," as amended by Executive Order 11375 of October 13, 1967, and as supplemented in Department of Labor regulations (41 CFR chapter 60), as applicable. k. Public Contracts Code - Recipient will comply, and all its contractors (or subrecipients) will comply, with all requirements of the California Public Contract Code Section 10295.3, as applicable. I. Copeland Anti -Kickback Act - Recipient will comply, and all its contractors and subcontractors (or subrecipients) shall comply, with all requirements of the Copeland "Anti -Kickback" Act (30 U.S.C. 3145) as supplemented in Department of Labor regulations (29 CFR Part 3), as applicable. (1)Contractor — Contractors shall comply with 18 U.S.C. § 874, 40 U.S.C. § 3145, and the requirements of 29 C.F.R. pt. 3 as may be applicable, which are incorporated by reference into this contract. (2) Subcontracts — Contractor or subcontractor shall insert in any subcontracts the clause above and such other clauses as FEMA may by appropriate instructions require, and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all of these contract clauses. (3) Breach — A breach of the contract clauses above may be grounds for termination of the contract, and for debarment as a contractor and subcontractor as provided in 29 C.F.R. § 5.12. M. Davis -Bacon Act - Recipient will comply, and all its contractors (or subrecipients) will comply, with all requirements of the Davis -Bacon Act (40 U.S.C. 3141-3144 and 3146-3148) as supplemented by Department of Labor regulations (29 CFR Part 5), as applicable. City Council 22 — 40 2/7/2023 (2) CITY OF SANTA ANA Contractors are required to pay wages to laborers and mechanics at a rate no less than the prevailing wages specified in a wage determination made by the Secretary of Labor. Additionally, contractors are required to pay wages not less than once a week. n. Work Hours and Safety - Recipient will comply, and all its contractors (or subrecipients) will comply, with all requirements of Sections 103 and 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 3702 and 3704) as supplemented by Department of Labor regulations (29 CFR Part 5), as applicable. o. Clean Air Act - Recipient will comply, and all its contractors (or subrecipients) will comply, with all applicable standards, orders or requirements issued under the Clean Air Act (42 U.S.C. 7401-7671q), and the Federal Water Pollution Control Act (33 U.S.C. 1251-1387), as applicable. P. Energy and Conservation - Recipient will comply, and all its contractors (or subrecipients) will comply, with all requirements of the Energy Policy and Conservation Act (42 U.S.C. 6201), as applicable. q. Waste Disposal - Recipient will comply, and all its contractors (or subrecipients) will comply, with all requirements of Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act, as applicable. r. Patent Rights - Recipient agrees that the Department of Homeland Security shall have the authority to seek patent rights for any process, product, invention or discovery developed and paid for with funding through this Agreement based on the requirements of 37 CFR§ 401 and any other implementing regulations, as applicable. S. Copyright - Recipient may copyright any books, publications or other copyrightable materials developed in the course of or under this Agreement. However, the federal awarding agency, State Administrative Agency (SAA) and City reserve a royalty -free, non-exclusive, and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use, for federal government, SAA and/or City purpose: (1) the copyright in any work developed through this Agreement; and (2) any rights of copyright to which the subcontractor purchases ownership with support through this grant. The Federal government's, SAA's and City's rights identified above must be conveyed to the publisher and the language of the publisher's release form must ensure the preservation of these rights. t. Telecommunications (2 CFR 200.216) - Recipient will comply with FEMA Policy 405-143- 1, Prohibitions on Expending FEMA Award Funds on Covered Telecommunication Equipment or Services (Interim), which prohibits grant recipients and subrecipients from obligating or expending loan or grant funds to procure or obtain, extend or renew a contract to procure or obtain, or to enter into a contract (or extend or renew a contract) to procure or obtain equipment, services, or systems that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. As described in Public Law 115-232, section 889, covered telecommunications equipment is: City Council 22-41 2/7/2023 (aw�, t CITY OF SANTA ANA (1) Telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities). (2) For the purpose of public safety, security of government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities). (3) Telecommunications or video surveillance services provided by such entities or using such equipment. (4) Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of the National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country. U. Domestic preferences for procurements (2 CFR 200.322) - Recipient agrees that as appropriate and to the extent consistent with law, it will, to the greatest extent practicable under a Federal award, provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). This requirement must be included in all subawards including all contracts and purchase orders for work or products under this award. For purposes of this provision: "produced in the United States' means, for iron and steel products, that all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States; and "manufactured products" means items and construction materials composed in whole or in part of non-ferrous metals such as aluminum; plastics and polymer -based products such as polyvinyl chloride pipe; aggregates such as concrete; glass, including optical fiber; and lumber. V. Equal Employment in Construction Contracts - Pursuant to Equal Employment Opportunity requirements of 41 C.F.R. 60-1.4(b) in accordance with Executive Order 11246 as amended by Executive Order No. 11375, as to any construction contract thereunder, if applicable, during the performance of this contract, the contractor agrees as follows: (1) The contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. The contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. Such action shall include, but not be limited to the following: Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. City Council 22 — 42 2/7/2023 (2) CITY OF SANTA ANA (2) The contractor will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin. (3) The contractor will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the contractor's legal duty to furnish information. (4) The contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the contractor's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. (5) The contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. (6) The contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. (7) In the event of the contractor's noncompliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, this contract may be canceled, terminated, or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. (8) The contractor will include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (8) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The contractor will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance. FOR PROPOSERS' REFERENCE ONLY City Council 22 — 43 2/7/2023 (2) CITY OF SANTA ANA ATTACHMENT A PROPOSER'S CERTIFICATION, PROPOSAL ITEM PRICING Certification - I certify that I have read, understand and agree to the terms and conditions of this Request for Proposals. I have examined the Scope of Services (Exhibit 1) and am qualified to provide services being requested as specified herein. I understand and agree that I am responsible for reporting any errors, omissions or discrepancies to the City for clarification prior to the submission of my proposal. PROPOSER'S STATEMENT: I have read, understood and agree to the terms and conditions on all pages of the Request for Qualifications. Upon request, I will transfer and deliver goods or services to the City in accordance with said terms and conditions. LEGAL NAME OF COMPANY PHONE AND FAX NUMBERS BUSINESS ADDRESS PRINTED NAME OF AUTHORIZED AGENT TITLE SIGNATURE OF AUTHORIZED AGENT DATE E-MAIL ADDRESS FEDERAL ID NUMBER (IF APPLICABLE) CONTRACTOR LICENSE NUMBER (IFAPPLICABLE) THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. City Council 22 — 44 2/7/2023 (2) CITY OF SANTA ANA ATTACHMENT B REFERENCES List and describe fully the contracts performed by your firm which demonstrate your ability to provide the supplies, equipment or services included in the scope of the proposal specifications. Attach additional pages if required. The City reserves the right to contact each of the references listed for additional information regarding your firm's qualifications. REFERENCE Customer Name: Contact Individual: Address: Contract Amount: Number: EMAIL: Year: Description of supplies, equipment, or services provided: REFERENCE Customer Name: Address: Contract Amount: Contact Individual: Phone Number: . EMAIL: Year: Description of supplies, equipment, or services provided: REFERENCE Customer Name: Contact Individual: Address: Contract Amount: Number: EMAIL: Year: Description of supplies, equipment, or services provided: THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. City Council 22 — 45 2/7/2023 (2) CITY OF SANTA ANA ATTACHMENT C PROPOSER'S STATEMENT Proposer understands and agrees that this written RFP (or any part thereof specifically designated and accepted by the City of Santa Ana, hereinafter City) shall constitute the entire agreement between proposer and the City only after it has been accepted by the City Council, endorsed by the Clerk of the Council with her signature and official seal noting hereon the action of approval of the Council, signed by the Executive Director or his duly authorized agent, and signed by the City Attorney, denoting his approval of the form of this document, and its execution, and when it or an exact copy of it has been either delivered to proposer or deposited with the United States Postal Service properly addressed to the proposer with the correct postage affixed thereto. Proposer further agrees that upon delivery (as defined above) of the accepted agreement he/she will furnish City all required bonds and certificate of liability insurance within ten (10) days (excluding Saturdays, Sundays and City's legal holidays), or the funds, check, draft, or proposer's bond substituted in lieu thereof accompanying this proposal shall become the property of the City and shall be considered as payment of damages due to the delay and other causes suffered by City because of the failure to furnish the necessary bonds and because it is distinctly agreed that the proof of damages actually suffered by City is difficult to ascertain; otherwise said funds, check drafts, or proposer's bond substituted in lieu thereof shall be returned to the undersigned. Proposer understands that a proposal is required for the entire work, that the estimated quantities set forth in the RFP schedule are solely for the purpose of comparing proposals, and that final compensation under the contract will be based upon the actual quantities of work satisfactorily completed. All terms contained in the specifications, the certification of nondiscrimination by contractors, and the required insurance certificates are to be incorporated by reference into this agreement and are made specifically as part of this RFP. Firm Signed and Printed Name: Title Date THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. City Council 22 — 46 2/7/2023 (2) CITY OF SANTA ANA ATTACHMENT D NON -COLLUSION AFFIDAVIT (Title 23 United States Code Section 112 and Public Contract Code Section 7106) To the CITY OF SANTA ANA In accordance with Title 23 United States Code Section 112 and Public Contract Code 7106 the proposer declares that the proposal is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the proposal is genuine and not collusive or sham; that the proposer has not directly or indirectly induced or solicited any other proposer to put in a false or sham proposal, and has not directly or indirectly colluded, conspired, connived or agreed with any proposer or anyone else to put in a sham proposal, or that anyone shall refrain from bidding; that the proposer has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the proposal price of the proposer or any proposer, or to fix any overhead, profit, or cost element of the proposal price, or of that of any other proposer, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the proposal are true; and, further, that the proposer has not, directly or indirectly, submitted his or her proposal price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham proposal. Note: The above non -collusion affidavit is part of the proposal. Signing this proposal on the signature portion thereof shall also constitute signature of this non -collusion affidavit. Proposers are cautioned that making a false certification may subject the certifier to criminal prosecution. Signed State of , County of Subscribed and sworn to (or affirmed) before me on this day of , 20 , by , proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me. Notary Public Signature Notary Public Seal THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. City Council 22 — 47 2/7/2023 (2) CITY OF SANTA ANA ATTACHMENT E NON -LOBBYING CERTIFICATION The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: (1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure of Lobbying Activities," in conformance with its instructions. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier subcontracts, which exceed $100,000 and that all such subrecipients shall certify and disclose accordingly. Signed: Title: Firm: Date: THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. City Council 22 — 48 2/7/2023 (2) CITY OF SANTA ANA ATTACHMENT NON-DISCRIMINATION CERTIFICATION The undersigned consultant or corporate officer, during the performance of this contract, certifies as follows: The Consultant shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Consultant shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without, regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Consultant agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. 2. The Consultant shall, in all solicitations or advertisements for employees placed by or on behalf of the Consultant, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. 3. The Consultant shall send to each labor union or representative of workers with which he/she has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Consultant's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4. The Consultant shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. 5. The Consultant shall furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his/her books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation, to ascertain compliance with such rules, regulations, and orders. In the event of the Consultant's non-compliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, the contract may be canceled, terminated, or suspended in whole or in part and the Consultant may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Execution Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulations, or order of the Secretary of Labor, or as otherwise provided by law. 2. The Consultant shall include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontract City Council 22 — 49 2/7/2023 (2) CITY OF SANTA ANA or purchase order as the administering agency may direct as means of enforcing such provisions, including sanctions for noncompliance; provided, however, that in the event the Consultant becomes involved in, or is threatened with, litigation with a subconsultant or vendor as a result of such direction by the administering agency, the Consultant may request that the United States enter into such litigation to protect the interests of the United States. 8. Pursuant to California Labor Code Section 1735, as added by Chapter 643 Stats. 1939, and as amended, no discrimination shall be made in the employment of persons upon public works because of race, religious creed, color, national origin, ancestry, physical handicaps, mental condition, marital status, or sex of such persons, except as provided in Section 1420, and any consultant of public works violating this Section is subject to all the penalties imposed for a violation of the Chapter. Signed: Title: Firm: Date: THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. City Council 22 — 50 2/7/2023 (2) CITY OF SANTA ANA ATTACHMENT G FEDERAL AWARD IDENTIFICATION INFORMATION The General Program Requirements were designed to provide the framework where the CONTRACTOR will provide ARPA programs identified in this attachment. I. GOVERNANCE The CONTRACTOR agrees to comply, remain informed, and deliver services consistent with the provisions of ARPA. Where local policy has not been set, the CONTRACTOR agrees to adhere to state and/or federal policy, as appropriate. II. GOVERNANCE REFERENCES A. Additional state and federal agencies that provide funding to the CITY may be incorporated herein. B. Information Bulletins, Directives, and any other federal and state guidance documents pertaining to the ARPA SLFRF Funds. C. Actions, directives, and policy and procedures issued by the CITY. D. CITY policies, as applicable. III. CONTRACTOR/CONTRACTOR DETERMINATION: In accordance with the requirements of 2 CFR 200.330 (CONTRACTOR and Contractor determination) and for the purpose of this CONTRACT, CONTRACTOR is determined to be a CONTRACTOR. City Council 22 — 51 2/7/2023 (2) CITY OF SANTA ANA IV. FEDERAL AWARD IDENTIFICATION FAIN INFORMATION A. CONTRACTOR Name: B. CONTRACTOR'S Unique Identifier (D-U-N-S): Federal Award C. Identification Number FAIN : D. Federal Award Date: E. Subaward Period of Performance: Total Amount of Federal F. Funds Obligated by the $ Action: Total Amount of Federal G. Funds Obligated to the $ CONTRACTOR: H. Total Amount of the $ Federal Award:1. Federal Award Project ARPA SLFRF Description: J. Federal Awarding Agency: U.S. Department of the Treasury K. Name of PTE: L. Contact Information for the Kristine Ridge, City Manager Awarding Official: Phone Number: (714) 647-5200 E-mail Address: kridae(&santa-ana.ora M. CFDA Number: CFDA Name: ARPA N. Whether Award is R&D: O Indirect Cost Rate for the Federal Award: THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. City Council 22 — 52 2/7/2023 (2) CITY OF SANTA ANA ATTACHMENT H CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY AND VOLUNTARY EXCLUSION LOWER TIER COVERED TRANSACTIONS This certification is required by the regulations implementing Executive Order 12549, Debarment and Suspension, 29 CFR Part 98, Section 98.510, Participants' responsibilities. The regulations were published as Part VI of the May 26, 1988 Federal Register (pages 19160-19211). (BEFORE COMPLETING CERTIFICATION, READ INSTRUCTIONS FOR CERTIFICATION —on following page) (1) The prospective recipient of federal assistance funds certifies, by submission of this proposal, that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any federal department or agency. (2) Where the prospective recipient of federal assistance funds is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal. Name and Title of Authorized Representative Signature Date THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. City Council 22 — 53 2/7/2023 (aw�, t CITY OF SANTA ANA INSTRUCTIONS FOR CERTIFICATION By signing and submitting this proposal, the prospective recipient of federal assistance funds is providing the certification as set out below. 2. The certification in this clause is a material representation of fact upon which reliance was placed when this transaction was entered into. If it is later determined that the prospective recipient of federal assistance funds knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government, the Department of Labor (DOL) may pursue available remedies, including suspension and/or debarment. 3. The prospective recipient of federal assistance funds shall provide immediate written notice to the person to which this proposal is submitted if at any time the prospective recipient of federal assistance funds learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances. 4. The terms "covered transaction," "debarred," "suspended," "ineligible," 'lower tier covered transaction," "participant," "person," "primary covered transaction," "principal," "proposal," and "voluntarily excluded," as used in this clause, have the meanings set out in the Definitions and Coverage sections of rules implementing Executive Order 12549. You may contact the person to which this proposal is submitted for assistance in obtaining a copy of those regulations. 5. The prospective recipient of federal assistance funds agrees by submitting this proposal that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the DOL. 6. The prospective recipient of federal assistance funds further agrees by submitting this proposal that it will include the clause titled "Certification Regarding Debarment, Suspension, Ineligibility and voluntary exclusion - Lower Tier Covered Transactions," without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not debarred, suspended, ineligible, or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous. A participant may decide the method and frequency by which it determines the eligibility of its principals. Each participant may, but is not required to check the List of Parties Excluded from Procurement or Non - Procurement Programs. 8. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. 9. Except for transactions authorized under paragraph 5 of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal Government, the DOL may pursue available remedies, including suspension and/or debarment. City Council 22 — 54 2/7/2023 (2) CITY OF SANTA ANA ATTACHMENT DRUG -FREE WORKPLACE Certification Regarding Drug -Free Workplace Requirements The certification set out below is a material representation upon which reliance is placed by the U.S. Department of Housing and Urban Development in awarding the grant. If it is later determined that the contractor knowingly rendered a false certification, or otherwise violates the requirements of the Drug - Free Workplace Act, the U.S. Department of Housing and Urban Development, in addition to any other remedies available to the Federal Government, may take action authorized under the Drug -Free Workplace Act. CERTIFICATION A. The contractor certifies that it will provide a drug -free workplace by: (a) Publishing a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession or use of a controlled substance is prohibited in the contractor's workplace and specifying the actions that will be taken against employees for violation of such prohibition; (b) Establishing a drug -free awareness program to inform employees about — (1) The dangers of drug abuse in the workplace; (2) The contractor's policy of maintaining a drug -free workplace; (3) Any available drug counseling, rehabilitation, and employee assistance program; and (4) The penalties that may be imposed upon employees for drug abuse violations occurring in the workplace; (c) Making it a requirement that each employee who will be engaged in the performance of the grant be given a copy of the statement required by paragraph (a); (d) Notifying the employee in the statement required by paragraph -(a) that, as a condition of employment under the contract, the employee will - (1) Abide by the terms of the statement; and (2) Notify the employer of any criminal drug statute conviction for a violation occurring in the workplace no later than five days after such conviction. (e) Notifying the U.S. Department of Housing and Urban Development within ten days after receiving notice under subparagraph (d)(2) from an employee or otherwise receiving actual notice of such conviction; (f) Taking one of the following actions, within 30 days of receiving notice under subparagraph (d)(2), with respect to any employee who is so convicted - City Council 22 — 55 2/7/2023 w�, t CITY OF SANTA ANA ( 1) Taking appropriate personnel action against such an employee, up to and including termination; or (2) Requiring such employee to participate satisfactorily in a drug abuse assistance or rehabilitation program approved for such purposes by a Federal, State, or local health, law enforcement, or other appropriate agency; (g) Making a good faith effort to continue to maintain a drug -free workplace through implementation of paragraphs (a), (b), (c), (d), (e) and (f). B. The contractor shall insert in the space provided on the attached `Place of Performance" form the site(s) for the performance of work to be carried out with the grant funds (including street address, city, county, state, and zip code) .the contractor further certifies that, if it is subsequently determined that additional sites will be used for the performance of work under the contract, it shall notify the U.S. Department of Housing and Urban Development immediately upon the decision to use such additional sites by submitting a revised "Place of Performance" form. Organization Authorized Signature Date THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. City Council 22 — 56 2/7/2023 (2) Na CITY OF SANTA ANA ATTACHMENT DRUG -FREE WORKPLACE (CONTINUED) PLACE OF PERFORMANCE FOR CERTIFICATION REGARDING DRUG -FREE WORKPLACE REQUIREMENTS The Contractor shall insert in the space provided below the site(s) expected to be used for the performance of work under the contract covered by the certification: Place of Performance (include street address, city, county, state, zip code for each site): THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. City Council 22 — 57 2/7/2023 (2) CITY OF SANTA ANA ATTACHMENT BUSINESS ENTITY STATUS DOCUMENTATION In addition to all other RFP Attachments required with proposal submittals, the following documentation must be included with Proposers' submittal packet. 1) Include a copy of SAM.gov Status, including UEI Link: https://sam.gov/content/home 2) Include a copy of 501(c)3 Status Link: https://www.irs.gov/charities-non-profits/search-for-tax-exempt-organizations 3) Include a copy of State of California Status Link: https://bizfileonline.sos.ca.qov/ THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. City Council 22 — 58 2/7/2023 AGREEMENT BETWEEN THE CITY OF SANTAANAAND DELHI CENTER FOR USE OF AMERICAN RESCUE PLAN ACT (ARPA) FUNDS This Agreement is hereby made and entered into this 7th day of February, 2023, by and between the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("CITY"), and Delhi Center, a California domestic nonprofit corporation ("CONTRACTOR"). RECITALS: A. The American Rescue Plan Act ("ARPA") was signed into law in March 2021. ARPA provides funding for a number of different programs, including the Coronavirus State and Local Fiscal Recovery Fund ("SLFRF"), to provide monetary support to local governments to respond to, mitigate, and recover from the COVID-19 public health emergency. B. On July 20, 2021, the Santa Ana City Council authorized the City Manager to utilize the City's initial ARPA SLFRF funding allocation from the United States Department of Treasury for the Revive Santa Ana Spending Plan, which includes five spending categories: recovery from the pandemic, direct assistance programs, public health and safety, critical infrastructure, and city fiscal health. C. On August 2, 2022, the City Council approved the updated Revive Santa Ana Spending Plan, and appropriated the City's second and final ARPA allocation of $64,180,000. D. On November 22, 2022, the City Manager's Office issued a Request for Proposals (RFP) for contractors to operate food distribution programs throughout the City, which is an eligible expense under the category of direct assistance programs. E. CONTRACTOR has been selected by the CITY to receive ARPA SLFRF Funds in order to provide a food distribution program, in accordance with the Scope of Work attached hereto as Exhibit A and incorporated herein by reference ("said program"). CONTRACTOR represents that it is qualified and willing to operate said program and certifies that the administration of said program carried out with funds provided under this Agreement will meet ARPA's objectives to respond to, mitigate, and recover from this historic COVID-19 public health crisis. F. CONTRACTOR agrees that it will adhere to the tasks and services as indicated in Exhibit A for said program. Failure to follow the requirements and meet the stated expectations may constitute breach of contract that could result in termination of this Agreement or serve as reason for the CITY to recapture the grant funds awarded to CONTRACTOR pursuant to this Agreement. City Council 22 — 59 2/7/2023 WHEREFORE, it is agreed by and between the parties that the foregoing Recitals are a substantive part of this Agreement and the following terms and conditions are approved and together with all exhibits and attachments hereto, shall constitute the entire Agreement between the CITY and CONTRACTOR: I. ARPA PROGRAM PROVISIONS A. Scope of Work. CONTRACTOR shall be responsible for the specific tasks and services of said program, and agrees to administer said program in compliance with the tasks and services as described in the Scope of Work attached hereto as Exhibit A. CONTRACTOR's failure to perform as required may, in addition to other remedies set forth in this Agreement, result in readjustment of the amount of funds for said program or termination of this Agreement. B. Term of Agreement. The term of said Agreement shall commence on March 1, 2023 and continue through February 29, 2024 ("Term"), unless terminated earlier pursuant to the terms of this Agreement. Subject to funding availability, the City has the option to grant up to a one (1) year renewal option, exercisable by a writing by the City Manager and City Attorney. C. Amount of Grant Funding. The total amount of funds provided for said program shall not exceed Two Hundred Fifty Thousand dollars ($250,000) ("ARPA SLFRF Funds") during the Term of the Agreement. CONTRACTOR agrees to use said ARPA SLFRF Funds to administer said program as outlined in Exhibit A. City neither warrants nor guarantees any minimum or maximum compensation to Contractor under this Agreement. D. Disbursement of Funds. Said ARPA SLFRF Funds shall be disbursed by CITY to CONTRACTOR pursuant to the terms found in the Fee Payment Schedule attached hereto as Exhibit B, with payments subject to the submittal of invoices and other reporting requirements, as hereinafter more fully set forth. CONTRACTOR shall be obligated to perform such duties as would normally extend beyond the term, including, but not limited to, obligations with respect to indemnification, audits, reporting, data retention/reporting, and accounting. Failure to provide any of the required documentation and reporting will cause CITY to withhold all or a portion of a request for ARPA SLFRF Funds, or return the entire request to CONTRACTOR, until such documentation and reporting has been received and approved by CITY. (1) Reduction in ARPA SLFRF Funding. The CITY reserves the right to reduce the amount of ARPA SLFRF Funds to CONTRACTOR, or to completely terminate this Agreement, in the CITY's sole discretion, if there is a reduction in ARPA SLFRF Funds provided to the CITY. (2) Reduced Distribution of Funds. The CITY reserves the right to reduce the grant application if the CITY's fiscal monitoring indicates that CONTRACTOR's rate of expenditure will result in unspent funds at the end of the program term. Amendments City Council 22 — 60 2/7/2023 in the grant allocation will be made after consultation with CONTRACTOR. E. Grant Program Requirements. (1) CONTRACTOR acknowledges that the source of funding for said program is the federal ARPA SLFRF, and that payments from the ARPA SLFRF Funds are only to be used to make necessary expenditures incurred due to the public health emergency with respect to COVID-19. (2) CONTRACTOR acknowledges that ARPA provisions allow the use of ARPA SLFRF Funds to respond to, mitigate, and recover from the COVID-19 public health emergency, and will not use these funds for any other uses. (3) CONTRACTOR shall follow the process and determination of eligibility for participants in said program as outlined in Exhibit A. F. Performance Monitoring. (1) CONTRACTOR shall submit program performance information as often as requested by CITY, but no less than the submission of monthly reports and a final report to CITY with the information requested by and in the format acceptable to CITY. Each monthly report is due within thirty (30) days of completion of work for each month. The final report is due within thirty (30) days after the termination or expiration of this Agreement. (2) CITY will evaluate CONTRACTOR's management and operation of said program with respect to the project expectations as described in Exhibit A. (3) CITY will review the audit of the CONTRACTOR to ensure that grant funds are used for authorized purposes in compliance with laws, regulations, and the provisions of contracts or grant agreements under this Agreement, including attachments and exhibits. (4) If action to correct any substandard performance is not taken by the CONTRACTOR within a reasonable period after being notified by CITY, suspension or termination procedures may be initiated by CITY. (5) All performance shall be subject to review by the CITY or other regulatory agencies at all times. CONTRACTOR shall provide adequate cooperation to any inspector or other CITY representative to permit the same to determine CONTRACTOR's conformity with the terms of this Agreement. If any services performed by CONTRACTOR are not in conformance with the terms of this Agreement, the CITY shall have the right to require CONTRACTOR to perform the services in conformance with the terms of the Agreement at no additional cost. The CITY may also terminate this Agreement for default and charge CONTRACTOR for any costs incurred by the CITY because of CONTRACTOR's failure to perform. City Council 22 — 61 2/7/2023 (6) CONTRACTOR shall establish adequate procedures for self -monitoring and quality control and assurance to ensure proper performance under this Agreement; and shall permit a CITY representative or other regulatory official to monitor, assess, or evaluate CONTRACTOR's performance under this Agreement at any time, upon reasonable notice to CONTRACTOR. G. Audit. (1) CONTRACTOR shall maintain complete and accurate records and supporting documentation to facilitate financial and/or program audits by CITY. This requirement shall apply to any records and documentation CITY shall reasonably require or as required to be maintained pursuant to federal and state law including but not limited to the ARPA regulations. (2) The books and accounts, files, and other records of CONTRACTOR, which are applicable to this Agreement, shall be available for inspection, review, and audit during normal business hours by CITY or CITY's agent to determine the proper application and use of all ARPA SLFRF Funds provided to or for the account or benefit of CONTRACTOR. (3) CONTRACTOR assumes responsibility for reimbursement toCITY asum of money equivalent to the amount of any expenditures disallowed should the CITY, or an authorized agency, rule through audit, exception, or some other appropriate means, that expenditures from funds allocated to CONTRACTOR for direct and/or administrative costs were not made in compliance with the applicable cost principles, regulations, or the provisions of this Agreement. (4) CONTRACTOR agrees to comply with the requirements of OMB Uniform Guidance 2 CFR Part 200. CONTRACTOR further agrees to provide CITY with a copy of completed independent auditors' report within thirty (30) days of CITY's request for such report. If the report contains instances of non-compliance with federal laws and regulations that bear directly on the performance or administration of this Agreement, CONTRACTOR shall provide CITY copies of responses to auditors' reports, a plan for corrective action, and auditors' response that the noncompliance has been resolved. All reports prepared in accord with the requirements of OMB Uniform Guidance 2 CFR Part 200 shall be available for inspection by representatives of CITY or the federal government during normal business hours. (5) All accounting records, reports, and evidence pertaining to all costs, expenses and the ARPA SLFRF Funds of CONTRACTOR and all documents related to this Agreement shall be maintained and kept available at CONTRACTOR'S office or place of business for the duration of the Agreement and thereafter for five (5) years from the date of final payment under this Agreement. Records which relate to: (a) complaints, claims, administrative proceedings or litigation arising out of the performance of this Agreement; or, (b) costs and expenses of this Agreement to which CITY or any other governmental agency takes exception, shall be retained beyond the five (5) years until City Council 22 — 62 2/7/2023 complete resolution or disposition of such appeals, litigation claims, or exceptions. In the event CONTRACTOR does not make the above -referenced documents available within the City of Santa Ana, California, CONTRACTOR agrees to pay all necessary and reasonable expenses incurred by CITY in conducting any audit at the location where said records and books of account are maintained. H. Ownership/Use of Materials. CONTRACTOR agrees that all materials, reports or products in any form, including electronic, created by CONTRACTOR for which CONTRACTOR has been compensated pursuant to this Agreement shall be the sole property of the CITY. The material, reports, or products may be used by the CITY for any purpose that the CITY deems to be appropriate, including, but not limit to, duplication and/or distribution within the CITY or to third parties. CONTRACTOR agrees not to release or circulate in whole or part such materials, reports, or products without prior written authorization of the CITY. I. Close -Out. CONTRACTOR agrees to comply with the closeout procedures detailed in 2 CFR §200.343, including the following: (1) CONTRACTOR must submit, no later than ninety (90) calendar days after the end date of the period of performance, all financial, performance, and other reports as required by the terms and conditions of this Agreement; (2) CITY should complete all closeout actions for the Federal award no later than one year after receipt and acceptance of all required final reports. II. CONTRACTOR'S OBLIGATIONS A. Representations and Warranties. (1)Authority. CONTRACTOR is a duly organized and existing domestic nonprofit corporation in good standing and authorized to do business under the laws of the State of California. CONTRACTOR has full right, power and lawful authority to accept the funding hereunder and to undertake all obligations as provided herein and the execution, performance and delivery of this Agreement by CONTRACTOR has been fully authorized by all requisite actions on the part of CONTRACTOR. (2) Experience. CONTRACTOR is qualified to provide the administrator services for said program detailed herein. (3) Familiarity with Services Required. By executing this Agreement, CONTRACTOR warrants that: (i) it has thoroughly investigated and considered the administrator services to be performed and provided for said program as detailed in Exhibit A; (ii) it has carefully considered how the services should be performed; and, (iii) it fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. City Council 22 — 63 2/7/2023 (4) No Conflict. To the best of CONTRACTOR'S knowledge, CONTRACTOR'S execution, delivery and performance of its obligations under this Agreement will not constitute a default or a breach under any contract, agreement or order to which CONTRACTOR is a party or by which it is bound. (5) No Bankruptcy. CONTRACTOR is not the subject of any current or threatened bankruptcy proceeding. (6) No Pending Legal Proceedings. CONTRACTOR is not the subject of a current or threatened litigation that would or may materially affect CONTRACTOR'S performance under this Agreement. (7) Proposal Veracity. All provisions of and information provided in CONTRACTOR's proposal submitted to CITY, including any exhibits, are true and correct in all material respects. (8) No Pending Investigation. CONTRACTOR has no knowledge that it is the subject of any current or threatened criminal or civil action investigation by any public agency, including without limitation a police agency or prosecuting authority, which would relate to or affect performance of the Agreement or provision of services hereunder. B. Licensing. CONTRACTOR agrees to obtain and maintain all required licenses, registrations, accreditation and inspections from all agencies governing its operations. CONTRACTOR shall ensure that its staff shall also obtain and maintain all required licenses, registrations, accreditation and inspections from all agencies governing CONTRACTOR's operations hereunder. Such licensing requirements include obtaining a City business license, as applicable. C. Zoning. CONTRACTOR agrees that any facility/property used in furtherance of said program shall be specifically zoned and permitted for such use(s) and activities. Should CONTRACTOR fail to have the required land entitlement and/or permits, thus violating any local, state or federal rules and regulations relating thereto, CONTRACTOR shall immediately make good -faith efforts to gain compliance with local, state or federal rules and regulations following written notification of said violation(s) from the CITY or other authorized citing agency. CONTRACTOR shall notify CITY immediately of any pending violations. Failure to notify CITY of pending violations, or to remedy such known violation(s) shall result in termination of grant funding hereunder. CONTRACTOR must make all corrections required to bring the facility/property into compliance with the law within sixty (60) days of notification of the violation(s); failure to gain compliance within such time shall result in termination of grant funding hereunder. D. Separation of Accounts. All funds received by CONTRACTOR from CITY pursuant to this Agreement shall be maintained in an account in a federally insured banking or savings and loan institution with record keeping of such accounts maintained pursuant to applicable 2 CFR 200.302 requirements. CONTRACTOR is not required to maintain separate depository accounts for ARPA SLFRF Funds; provided however, the City Council 22 — 64 2/7/2023 CONTRACTOR must be able to account for receipt, obligation, distribution and expenditure of ARPA SLFRF Funds pursuant to applicable 2 CFR 200.302 requirements. E. Audit Report Requirements. CONTRACTOR agrees that if CONTRACTOR expends Seven Hundred Fifty Thousand Dollars ($750,000) or more in federal funds, CONTRACTOR shall have an annual audit conducted by a certified public accountant in accordance with the standards as set forth and published by the United States Office of Management and Budget. CONTRACTOR shall provide CITY with a copy of said audit by April 1 of the year following the program year in which this Agreement is executed. F. Compliance with Law/Program Income. CONTRACTOR acknowledges that the funds being provided by CITY for said program are received by CITY pursuant to ARPA, and that distribution and expenditure of these ARPA SLFRF Funds shall be in accordance with ARPA and all pertinent regulations issued by agencies of the federal government, including, but not limited to, all regulations found at Title 24 of the Code of Federal Regulations. Any program income received by CONTRACTOR shall be returned to CITY, unless otherwise provided for in this Agreement. CONTRACTOR agrees to comply fully with all federal, state and local laws and court orders applicable to its operation and administration of said program, whether or not referred to in this Agreement. G. Debarment. To protect the public interest and ensure the integrity of Federal programs, CITY may only conduct business with responsible persons and may not make any award or permit any award to any party which is debarred or suspended or is otherwise excluded from or ineligible for participation in Federal assistance programs under Executive Order 12549, "Debarment and Suspension". See also 24 CFR 570.609. CONTRACTOR must review and sign Exhibit C "Debarment", which is attached hereto and incorporated herein by this reference. CONTRACTOR shall be in good standing, without suspension by the California Secretary of State, Franchise Tax Board or Internal Revenue Service. Any change in the corporate status or suspension of CONTRACTOR shall be reported immediately to CITY. H. Confidentiality. Without prejudice to any other provisions of this Agreement, CONTRACTOR shall, where applicable, maintain the confidential nature of information provided to it concerning participants in accordance with the requirements of federal and state law. However, CONTRACTOR shall submit to CITY or its representatives, all records requested, including audit, examinations, monitoring and verifications of reports submitted by CONTRACTOR, costs incurred and services rendered hereunder. I. Independent Contractor. CONTRACTOR agrees that the performance of obligations hereunder is rendered in its capacity as an independent contractor and that it is in no way an agent of CITY. J. Violation of Terms and Conditions. CONTRACTOR agrees that if CONTRACTOR violates any of the terms and conditions of this Agreement or any prior Agreement whereby ARPA SLFRF Funds were received by CONTRACTOR, or if CONTRACTOR reports inaccurately, or if on audit there is a disallowance of certain City Council 22 — 65 2/7/2023 expenditures, CONTRACTOR agrees to remedy the acts or omissions causing the disallowance and repay CITY all amounts spent in violation thereof. If CONTRACTOR engaged in fraudulent activity to obtain and/orjustify distribution or expenditure of the ARPA SLFRF Funds granted hereunder, CONTRACTOR shall be required to reimburse the CITY of all such funds that were obtained, distributed and/or spent under fraudulent circumstances. K. Fraud. CONTRACTOR shall immediately report all suspected or known instances and facts concerning possible fraud, abuse or criminal activity related to said program for the ARPA SLFRF Funds under this Agreement. L. Prohibited Use. CONTRACTOR hereby certifies and agrees that it will not use ARPA SLFRF Funds provided through this Agreement to pay for entertainment, meals or gifts, or other prohibited uses. M. Lobbying. CONTRACTOR certifies that it will comply with federal law (31 U.S.C. 1352) and regulations found at 24 CFR Part 87, which provide that no appropriated funds may be expended by the recipient of a federal contract, grant, loan or cooperative agreement to pay any person for influencing or attempting to influence an officer or employee of any agency, Member of Congress, or an officer or employee of a Member of Congress in connection with awarding of any federal contract, the making of any federal grant or loan, entering into any cooperative agreement and the extension, renewal, amendment or modification of any federal contract, grant, loan or cooperative agreement. CONTRACTOR shall sign a certification to that effect in a form as set forth in Exhibit D, attached hereto and by this reference incorporated herein. CONTRACTOR shall submit said signed certification to CITY prior to performing any of its obligations under this Agreement and prior to any obligation arising on the part of CITY to pay any sums to CONTRACTOR under the terms and conditions of this Agreement. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit a "Disclosure Form to Report Lobbying," in accordance with its instructions (Exhibit E). N. Financial Interest. CONTRACTOR agrees that except for the use of administrative fees to pay salaries and other related administrative or personnel costs, no persons who exercise or have exercised any function with respect to administering said program under the terms of this Agreement, or who are in a position to participate in a decision -making process or gain inside information with regard to the administration of said program, may obtain a financial interest or benefit from said program, either for themselves or those with whom they have family or business ties, during their tenure or for one year thereafter. This prohibition applies to any person who is an employee, agent, consultant, officer, or elected or appointed official of CITY, or of any designated public agency, or the CONTRACTOR. City Council 22 — 66 2/7/2023 O. Labor Standards. The CONTRACTOR agrees to comply with the requirements of the Secretary of Labor in accordance with the Davis -Bacon Act as amended, the provisions of Contract Work Hours and Safety Standards Act (40 U.S.C. 327 et seq.) and all other applicable Federal, state and local laws and regulations pertaining to labor standards insofar as those acts apply to the performance of this Agreement. The CONTRACTOR agrees to comply with the Copeland Anti -Kick Back Act (18 U.S.C. 874 et seq.) and its implementing regulations of the U.S. Department of Labor at 29 CFR Part 5. The CONTRACTOR shall maintain documentation that demonstrates compliance with hour and wage requirements of this part. Such documentation shall be made available to the CITY for review upon request. P. Equal Employment Opportunities. CONTRACTOR shall make every effort to ensure that all projects funded wholly or in part by ARPA SLFRF Funds shall provide equal employment opportunities for minorities and women. Q. Women and Minority -Owned Businesses (W/MBE). CONTRACTOR will use its best efforts to afford small businesses, minority business enterprises, and women's business enterprises the maximum practicable opportunity to participate in the performance of this Agreement in accordance with the requirements of 2 CFR 200.321 "Contracting with small and minority businesses, women's business enterprises, and labor surplus area firms". As used in this Agreement, the term "small business" means a business that meets the criteria set forth in section 3(a) of the Small Business Act, as amended (15 U.S.C. 632), and "minority and women's business enterprise" means a business at least fifty-one percent (51%) owned and controlled by minority group members or women. For the purpose of this definition, "minority group members" are African -Americans, Spanish-speaking, Spanish surnamed or Spanish -heritage Americans, Asian -Americans, and American Indians. CONTRACTOR may rely on written representations by businesses regarding their status as minority and female business enterprises in lieu of an independent investigation. R. Druq Free Workplace. CONTRACTOR agrees to provide a drug -free workplace and to execute a certification as set forth in Exhibit F attached hereto and incorporated herein by this reference. S. Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards. The following requirements and standards must be complied with: 2 CFR Part 200 et al. CONTRACTOR shall procure all materials, property, or services in accordance with the requirements of 2 CFR 200.318-326. CITY'S OBLIGATIONS A. Audit of Account. CITY shall include an audit of the account maintained by CONTRACTOR in CITY's audit of all ARPA SLFRF Funds in accordance with Title 24 of the Code of Federal Regulations and other applicable federal laws and regulations. City Council 22 — 67 2/7/2023 B. Common Rule: Pursuant to 2 CFR 200.328(a), the CITY manages the day-to-day operations of each grant and subgrant supported activities. CITY staff has detailed knowledge of the grant program requirements and monitors grant and subgrant supported activities to assure compliance with federal requirements. Such monitoring covers each program, function and activity and performance goals are reviewed periodically. C. Project Expectations: CITY shall monitor the performance of CONTRACTOR against goals and performance standards required herein. The CONTRACTOR shall be responsible to accomplish the project expectations as set forth in Exhibit A, and report such results to the CITY. If the CONTRACTOR estimates such goals will not be met, the CONTRACTOR is to contact the CITY, at which time the CITY will determine if any adjustments to the grant award is appropriate. Substandard performance as determined by the CITY will constitute non-compliance with this Agreement. Should the CITY determine that the CONTRACTOR has not performed its obligations as stated in this contract in a satisfactory manner, or if the CITY determines that insufficient supporting information has been submitted, the CITY shall notify the CONTRACTOR in writing of its determination specifying in full detail the objections that it has to the CONTRACTOR's performance. If action to correct such substandard performance is not taken by the CONTRACTOR after being notified by the CITY, within a reasonable period of time as stipulated in the written notification, contract suspension or termination procedures will be initiated. IV. GENERAL PROVISIONS A. Non -Discrimination. 1. CONTRACTOR agrees to comply with Executive Order 11246, which requires that during the performance of this Agreement, CONTRACTOR agrees not to discriminate against any employee or applicant for employment because of race, religion, sex, color or national origin. Such action shall include, but not be limited to the following: employment, upgrading, demotion, or transfer, rates of pay or other forms of compensation, and selection for training, including apprenticeship. CONTRACTOR agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the CONTRACTOR setting forth the provisions of this nondiscrimination clause. 2. CONTRACTOR agrees to comply with Title VI of the Civil Rights Act of 1964, which indicates that no person shall, on the ground of race, color or national origin, be excluded from participation in, be denied the benefits of, or be subject to discrimination under any program of activity receiving federal financial assistance. 3. No person shall, on the grounds of race, sex, creed, color, religion, marital status, national origin, age, sexual orientation, or physical or mental handicap be excluded from participation in, be refused the benefits of, or otherwise be subject to discrimination in any activities, programs or employment supported by this Agreement. CONTRACTOR is prohibited from discrimination on the basis of age or with respect to an otherwise qualified City Council 22 — 68 2/7/2023 handicapped person as provided for under Section 109 of the Housing and Community Development Act of 1974, as amended. 4. CONTRACTOR agrees to comply with the Age Discrimination Act of 1975, which requires that during the performance of this Agreement, CONTRACTOR agrees not to discriminate against any employee or applicant for employment because of age. Such action shall include, but not be limited to the following: employment upgrading, demotion, or transfer, rates of pay or other forms of compensation, and selection for training, including apprenticeship. CONTRACTOR agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the CONTRACTOR setting forth the provisions of this age discrimination clause. 5. CONTRACTOR agrees to comply with Section 504 of the Rehabilitation Act of 1973, which requires that no otherwise qualified individual with a disability in the United States, shall, solely by reason of his or her disability, be excluded from the participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving federal financial assistance or under any program or activity conducted by any executive agency or by the United States Postal Service. B. Conflict of Interest. Pursuant to the conflict of interest requirements set forth in 24 CFR 570.611 and 2 CFR 200.112, CONTRACTOR certifies that no member, officer, employee, agent or assignee of CITY having direct or indirect control of any ARPA SLFRF Funds granted to the CITY, inclusive of the subject ARPA SLFRF Funds, shall serve as an officer of CONTRACTOR. Further, any conflict or potential conflict of interest of any officer of CONTRACTOR shall be fully disclosed in writing prior to the execution of this Agreement and said writing shall be attached and deemed fully incorporated as a part hereof. Notice shall be sent by CONTRACTOR to CITY regarding any changes or modifications to its board of directors and list of officers. C. Special Certification for Religious Entities. If CONTRACTOR is a religious entity, CONTRACTOR hereby agrees that in connection with the provision of the services CONTRACTOR shall provide with ARPA SLFRF Funds, in accordance with 24 CFR 570.2000): 1. CONTRACTOR shall not discriminate against any employee or applicant for employment on the basis of religion and shall not limit employment or give preference in employment to persons on the basis of religion. 2. CONTRACTOR shall not discriminate against any person applying for the services CONTRACTOR agrees to provide under the terms of this Agreement on the basis of religion and shall not limit such services or give preference to applicants for such services on the basis of religion. 3. CONTRACTOR shall NOT provide religious instruction or counseling, conduct any religious worship or services, or engage in any religious proselytizing, or exert any religious influence in the provision of the services in said program. The parties agree A. City Council 22 — 69 2/7/2023 that this covenant is intended to and shall be construed for the limited purpose of assuring compliance with respect to the use of CITY funds by CONTRACTOR with applicable constitutional limitations respecting the establishment of religion as set forth in the establishment clause under the First Amendment of the United States Constitution and Article I, Section 4 of the California Constitution, and is not in any manner intended to restrict other activities of CONTRACTOR. 4. The portion of a facility used to provide public services assisted in whole or in part under this Agreement shall contain no sectarian or religious symbols. 5. Where the services to be provided under said program are rendered on property owned by the primarily religious entity CONTRACTOR, ARPA SLFRF Funds may also be used for minor repairs to such property, which are directly related to the cost of rendering the services under said program, where the cost constitutes in dollar terms only an incidental portion of the ARPA expenditure for rendering the services under said program. D. Prohibition of Nepotism. CONTRACTOR agrees not to hire or permit the hiring of any person to fill a position funded through this Agreement if a member of that person's immediate family is employed in an administrative capacity by CONTRACTOR. For the purposes of this section, the term "immediate family" means spouse, child, mother, father, brother, sister, brother-in-law, sister-in-law, father-in-law, mother-in-law, son-in-law, daughter-in-law, aunt, uncle, niece, nephew, stepparent and stepchild. The term "administrative capacity" means having selection, hiring, supervisor or management responsibilities. E. Notices. Notices to the parties shall, unless otherwise requested in writing, be sent by U.S. Mail, postage prepaid, and addressed as follows: TO CITY: City of Santa Ana Lauren Matthews Management Aide City Manager's Office 20 Civic Center Plaza P.O. Box 1988 Santa Ana, California 92702-1988 TO CONTRACTOR: Delhi Center Patrisia Gonzalez Associate Director 505 Central Avenue Santa Ana, CA 92707 City Council 22 — 70 2/7/2023 F. Assignability. None of the duties of, or work to be performed by, CONTRACTOR under this Agreement shall be subcontracted or assigned to any agency, consultant, or person without the prior written consent of CITY. CONTRACTOR must submit all subcontracts and other agreements that relate to this Agreement to CITY. No subcontract or assignment shall terminate or alter the legal obligations of CONTRACTOR pursuant to this Agreement. G. Indemnification/Hold Harmless. CONTRACTOR shall indemnify, defend and save harmless CITY, its officers, employees, agents, representatives and volunteers from and against any and all damages to or for loss of use of property and for injuries to or death of any person or persons, including property and employees or agents of CITY, and shall defend, indemnify and save harmless CITY, its officers, employees, agents, representatives and volunteers from and against any and all claims, demands, suits, actions or proceedings of any kind or nature, including, but not by way of limitation, workers compensation claims and including attorney fees and reasonable expenses for litigation or settlement, resulting from or arising out of the negligent or wrongful acts, errors or omissions of CONTRACTOR, its officers, directors, employees, agents, subcontractors and suppliers arising out of CONTRACTOR's performance of this Agreement. H. Insurance. Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the Contractor, its agents, representatives, employees, or subcontractors. a. MINIMUM SCOPE AND LIMIT OF INSURANCE Coverage shall beat least as broad as: 1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. 2. Automobile Liability: Insurance Services Office Form Number CA 0001 covering, Code 1 (any auto), or if Contractor has no owned autos, Code 8 (hired) and 9 (non -owned), with limit no less than $1,000,000 (if program services includes transportation of youth, the limit shall be no less than $5,000,000) per accident for bodily injury and property damage. (Not required if an automobile is not required to fulfill services.) 3. Workers' Compensation: insurance as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. 4. Sexual Abuse or Molestation (SAM) Liability: If the CGL policy referenced above is not endorsed to include affirmative coverage for City Council 22 — 71 2/7/2023 sexual abuse or molestation, Contractor shall obtain and maintain a policy covering Sexual Abuse and Molestation with a limit no less than $1,000,000 per occurrence or claim. 5. If the Contractor maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. b. Other Insurance Provisions — The insurance policies are to contain, or be endorsed to contain, the following provisions: 1. Additionallnsured Status: The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Contractor's insurance (at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if a later edition is used). 2. Primary Coverage: For any claims related to this contract, the Contractor's insurance coverage shall be primary coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Contractor's insurance and shall not contribute with it. 3. Notice of Cancellation: Each insurance policy required above shall state that coverage shall not be canceled, except with notice to the City. 4. Waiver of Subrogation: Contractor hereby grants to City a waiver of any right to subrogation which any insurer of said Contractor may acquire against the City by virtue of the payment of any loss under such insurance. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. 5. Self -Insured Retentions: Self -insured retentions must be declared to and approved by the City. The City may require the Contractor to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self -insured retention may be satisfied by either the named insured or City. 6. Acceptability of Insurers: Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the City. 7. Claims Made Policies: If any of the required policies provide coverage on a claims -made basis: City Council 22 — 72 2/7/2023 1. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work. 2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. 3. If coverage is canceled or non -renewed, and not replaced with another claims -made policy form with a Retroactive Date prior to the contract effective date, the Contractor must purchase "extended reporting" coverage for a minimum of five (5) years after completion of contract work. 8. Verification of Coverage: Contractor shall furnish the City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to City before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor's obligation to provide them. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. 9. Special Risks or Circumstances: City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. I. Termination. 1. This Agreement may be terminated on thirty (30) days' written notice by either party. In the event of such termination, CONTRACTOR shall only be entitled to reimbursement for approved expenses incurred to the effective date of termination. 2. This Agreement may be suspended or terminated by CITY upon five (5) days' written notice for violation by CONTRACTOR of Federal Laws governing the use of ARPA SLFRF Funds. In the event of such suspension or termination, CONTRACTOR shall only be entitled to reimbursement for approved expenses incurred up to the effective date of suspension or termination. 3. Pursuant to 2 CFR 200.340, in the event CONTRACTOR defaults by failing to fulfill all or any of its obligations hereunder, CITY may declare a default and termination of this Agreement by written notice to CONTRACTOR, which default and termination shall be effective on a date stated in the notice which is to be not less than ten (10) days after certified mailing or personal service of such notice, unless such default is cured before the effective date of termination stated in such notice. If terminated for cause, CITY shall be relieved of further liability or responsibility under this Agreement, or as a result of the termination thereof, including the payment of money, except for payment for approved expenses incurred for services satisfactorily and timely performed prior to the mailing or service of the notice of termination, and except for reimbursement of: (1) any payments City Council 22 — 73 2/7/2023 made for services not subsequently performed in a timely and satisfactory manner; and, (2) costs incurred by CITY in obtaining substitute performance. 4. The grant of funds under this Agreement may be terminated for convenience by either the CITY or CONTRACTOR, in whole or in part, by setting forth the reasons for such termination, the effective date, and, in the case of portion termination, their portion to be terminated. However, if in the case of a partial termination, the CITY determines that the remaining portion of the award will not accomplish the purpose for which the award was made, the CITY may terminate the award in its entirety. 5. The grant of funds under this Agreement may be terminated due to the non-performance of CONTRACTOR and/or failure of SUBRECIPENT to perform the work described in Exhibit A. 6. The grant of funds under this Agreement may be terminated due to the failure of the CITY to receive sufficient or anticipated funding for the ARPA program for any term subject to this Agreement. 7. In the event this Agreement is terminated as set forth in subparagraphs I(1) through 1(6), inclusive, CONTRACTOR agrees to immediately return to CITY upon CITY's demand and prior to any adjudication of CONTRACTOR's rights, any and all funds not used, and to comply with the Reversion of Assets requirements in this Agreement. J. Limitation of Funds. The United States of America may in the future place programmatic or fiscal limitations on the use of ARPA SLFRF Funds, which limitations are not presently anticipated. Accordingly, CITY reserves the right to revise this Agreement in order to take account of actions affecting ARPA program funding. In the event of funding reduction, CITY may, in its sole and absolute discretion, reduce the budget of this Agreement, may limit the rate of CONTRACTOR's authority to utilize funds, or may restrict CONTRACTOR's use of uncommitted funds. Where CITY has been directed to implement a reduction in funding, with respect to funding for this Agreement, CITY's City Manager or delegate is authorized to act for CITY in implementing and effecting such a reduction and in revising, modifying, or amending the Agreement for such purposes. If such a reduction in funding occurs, CONTRACTOR shall be permitted to de -scope accordingly. Where CITY has reasonable grounds to question CONTRACTOR's fiscal accountability or compliance with this Agreement, CITY may suspend the operation of this Agreement for up to sixty (60) days upon five (5) days written notice to CONTRACTOR of its intention to so act, pending an audit or other resolution of such questions. In no event, however, shall any revisions made by CITY affect expenditures and legally binding commitments made by CONTRACTOR before it received notice of such revision, provided that such amounts have been committed in good faith and are otherwise allowable and that such commitments are consistent with ARPA SLFRF Funds withdrawal guidelines. K. Exclusivity and Amendment of Agreement. This Agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the use of CITY's ARPA SLFRF Funds by CONTRACTOR and contains all the covenants City Council 22 — 74 2/7/2023 and agreements between the parties with respect to SUBRECIPIENT's administration of said program. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement or amendment hereto shall be effective unless executed in writing and signed by both CITY and CONTRACTOR. L. Laws Governing this Agreement. This Agreement shall be governed by and construed in accordance with the laws of the State of California, and all applicable federal laws and regulations. M. Validity and Severability. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. Whenever possible, each provision of this AGREEMENT shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this AGREEMENT is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions of this AGREEMENT. N. Waiver. No delay or omission by either party hereto to exercise any right or power accruing upon any noncompliance or default by the other party with respect to any of the terms of this Agreement shall impair any such right or power or be construed to be a waiver thereof. A waiver by either of the parties hereto of any of the covenants, conditions, or agreements to be performed by the other shall not be construed to be a waiver of any succeeding breach thereof or of any other covenant, condition or agreement herein contained. O. Federal Award Identification Information. CONTRACTOR's pertinent Federal Award Identification Information, including the Unique Entity ID created in SAM.gov. and Federal Award Identification Number (FAIN), as well as the applicable information for ARPA, are included in Exhibit G attached hereto and incorporated herein by this reference. P. Miscellaneous Provisions. 1. 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. 2. All Exhibits and Attachments referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 3. This Agreement must be signed below and may be signed in counterpart and delivered by fax, email as a PDF (Portable Document Format) file attachment, or by City Council 22 — 75 2/7/2023 other means that displays the original or a copy of the signatures. Any subsequent amendments may be signed and delivered in the same manner. {Signatures on following page} City Council 22 — 76 2/7/2023 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first written above. ATTEST: NORMA OROZCO Acting Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney �4c M By: JOSE MONTOYA Assistant City Attorney CONTRACTOR: Name: Juanita Preciado-Hernandez Title: Interim Chief Executive Officer Delhi Center UEI #: MQ6STJ7HPHW3 EIN/TIN:95-2520952 CITY OF SANTA ANA KRISTINE RIDGE City Manager City Council 22 — 77 2/7/2023 EXHIBIT A City Council 22 — 78 2/7/2023 STATEMENT OF QUALIFICATIONS FROM DELHI CENTER FOR RFP NO. 22-166A FOR FOOD DISTRIBUTION PROGRAMS DELHI CENTER Building Health and Wealth SUBMITTED TO IIsmM14kCEO] S*f_IaI_T_IJ_l DELHICENTER 505 CENTRAL AVE. SANTAANA ity 0uncil 22-79 2/7/2023 b) Services Provided City Council 22 — 80 2/7/2023 b) Services Provided Per Exhibit I: Scope of Services, Delhi shall provide the following services: GENERAL REQUIREMENTS 1. Services: The Delhi Center was previously awarded the American Rescue Plan Act Food Distribution grant from March 2022 through the end of February 2023 to provide food to individuals and families experiencing food insecurities as a result of the COVID-19 pandemic. This grant allowed the Center to increase our distribution efforts from serving 200 residents weekly to over 450 residents weekly. The grant will fund the continuation of the current services and expand services to an additional 150- 200 Santa Ana households. Through our collaboration with Second Harvest Food Bank's (SHFB) Grocery Rescue Program (GRP), we will go from an average of 450+ residents to over 600 residents served weekly. The grant will allow us to increase the number of grocers/partners and therefore pickups from 3 a week to daily pickups. Our current capacity does not allow for this. The proposed program will exceed the RFP's requirement of 800 households per month. Food insecurity is still being experienced by our community. The growth of our program allows us to not only serve more residents but also to improve our service by providing more fresh and healthy options. Our current City grant expires in February 2023 and without this new grant, Delhi would have to reduce its overall food distribution services. During the current grant, we entered into an agreement with Second Harvest Food Banks for their Grocery Rescue Program (GRP). The GRP connected us with local retail donors to pick up and then distribute fresh, nutritious food directly to the community. This results in perishable products being efficiently incorporated into our food pantry. We also receive fresh/frozen meats, dairy, grains, toiletries, and household goods items for a healthier selection and quantity of food for our residents and the unhoused community. The Delhi Center's partnerships include Walmart, Costco, Food4Less, and Smart & Final in Santa Ana. We currently do three pickups per week. This grant will fund the current and increase donation pickups from our grocery partners. We will also continue our collaboration with the Community Action Partnership of OC (CAP OC) to increase our range of services from food to diapers. Through this partnership, we will continue to offer a Diaper Bank to our community with infants and toddlers. With this grant, Delhi will also continue its partnership with DoorDash. DoorDash delivers food boxes to our seniors in Santa Ana and families in need without transportation. Currently, over 80 households are being served through this program, with this grant this service can continue and grow as needed. As of October 31, 2022, the Delhi Center has served a total of 12,627 unduplicated households from March 1, 2022, through October 31, 2022. Section 2: Performance Indicators Oct. TOTAL Total: Residents Served (Sum of household sizes 7,926 42,558 Total: Households, Unduplicated 1,633 12,627 Source: City of Santa Ana Google Reporting Intake Form By serving more residents in Santa Ana, the Delhi Center will continue its efforts in ending food insecurity in our community. A study from Feeding America demonstrated that in 2020, the overall (All Ages) Food Insecurity in California was 3,571,920 families. Orange County alone composes 9.4% of those families. The Delhi Center intends to continue its successful Food Distribution program to meet the City of Santa Ana's efforts by providing these much -needed services through partnerships and grants, such as this one, to end food insecurity. This will be done by continuing to provide an increase in the food supply, toiletries, PPE, diapers, and partnerships to ensure our efforts continue. Without a doubt, the Delhi Center has strong relevant program and service experience to assist the City of Santa Ana in its efforts to end food insecurity in Santa Ana. — 81 2/7/2023 In addition to the distribution services, we also link residents to other programs and services offered at Delhi Center, such as assistance in lowering cell phone and utility bills and avoiding disconnections, lowering monthly expenses, avoiding evictions, prevention of predatory lending services, budgeting, increasing income and savings, improving credit scores, and reducing debt. These services, much like food distribution, are aimed at helping families, not only to survive but also to improve their financial stability overall. Delhi Center also partners with other community -based organizations to provide additional services, such as public assistance enrollment, nutritional workshops, mental health services, COVID and flu vaccines, and COVID testing. These services are often provided at the center to help with accessibility. If a resident needs a service not offered at Delhi Center, we will find the solution and link residents to the proper service provider to meet their needs. 2. Staffing: This grant includes the funding of one (.50FTE) Family Income Support Coordinator/Case Manager, and (1 FTE) Customer Service Representative (CSR). The Case Manager will oversee quality control, procedures, policies, and reporting and assist with food collection and distribution. The Customer Service Representative (CSR) will manage and have oversight of the Food Distribution program. The CSR will conduct outreach, process intake and registration, and support with the monthly narrative reports due to the City. An additional (.50 FTE) Part -Time CSR/support staff member will be responsible for picking up donations and will also assist in stocking food, and supportwhere needed. This new staff person will allow Delhi to increase the number of grocery store partners and therefore pick-ups. During these past several years of administering the program, all staff has been provided with training, equipment, and supplies required to perform. When required, staff has obtained the necessary self -serve certificate for food handling. 3. Compliance: Delhi Center currently complies with all applicable federal, state, and local laws and guidelines. It will continue to do so throughout the duration of the contract. 4. Distribution: The proposed program will allow Delhi Center to dedicate 540 square feet of space for a permanent food pantrywhere food will be maintained and arranged much like a grocery store so residents can come in at greatly expanded time blocks to help select the items that their family needs. We will create a client -centered pantry that allows residents to select their own food instead of receiving a pre -packed or standard bag of groceries. With this method, residents do not have to take items they already have, do not like, or cannot eat for health or personal reasons. In addition to the weekly food distribution, the food pantry will be open Monday through Thursday from 8:30 am to about 8:30 pm and Fridays from 8:30 am to 6:00 pm, and Saturdays from 8:30 am to 4:30 pm. Our resident -centered approach is a way to show that we care enough to serve them in a dignified and personal manner. 5. Source of Food: Delhi Center works with a number of partners that provide a broad network of resources to reduce food scarcity in our community. Delhi Center strongly believes in working with other organizations to ensure maximum effectiveness by working together as opposed to working in isolation. With this priority in mind, Delhi Center has taken the lead in several initiatives that foster collaboration, information sharing, and parent involvement within all programs and services. Delhi sources inventory for the food pantry from a variety of sources/agencies. Through SHFB's Mobile Pantry Program Delhi receives weekly truck unloads several thousand pounds of food, depending on the needs of each distribution. The products vary depending on current inventory but may include produce, eggs, dairy products, snacks, canned goods, condiments, or any other items that are in abundance at SHFBOC's distribution center. We also partner with SHFB for their GRP with connects us with local retail donors to pick up and then distribute fresh, nutritious food directly to our community. This results in perishable products being efficiently incorporated into our food. This is done on a recurring basis based on an agreed -upon schedule. Community Action Partnership of Orange County (CAP OC) Food Bank sells food for six cents per pound for Delhi Center's La Tiendita food pantry. Delhi also partnered with PowerCrunch for a regular shipment of protein and nutritious bars. These are used for primarily for our unhoused community. Another partner is DoorDash. They do not supply food for the pantry but allow us to deliver food to those that cannot make it to our Center. Lastly, as Delhi's pantry expands, we will continue to look for additional partners to supplement our inventory and better serve our residents. City Council 22 — 82 2/7/2023 6. Coordination and safety guidelines: During the height of the pandemic Delhi established a drive -up distribution mode, along with a door-to-door delivery option. This is no longer part of the program; however, if needed we will obtain necessary permits, coordinate traffic, and for facilitating any other communications required to provide services successfully and, in a manner, that complies with any applicable safety guidelines and regulations at our own cost. 7. Customer Service: Serving the community in a courteous and respectful manner is the core value of Delhi. Staff is trained in customer service. They are expected to treat and be courteous to all the public, including City staff. 8. Cleanup/Janitorial: The food distribution and pantry are housed at the Delhi Center. Custodians clean, sanitize, and set up the ballroom and areas where community members will visit, tear down and provide constant cleaning of the Pantry to ensure the cleanliness and wellness of our visitors and staff, daily. 9. Prepared Foods: Delhi will not prepare or distribute meals under this contract. B. SAFETY REQUIREMENTS 1. Employee Training: Delhi shall provide training to all employees and representatives in the work practices necessary to safely perform their work as related to the food distribution program. 2. Protective Equipment and Safe Site: Delhi shall provide at its expense all safeguards, safety devices, and protective equipment, and shall take any and all actions appropriate to providing safe project site. Delhi has partnered with Abrazar for PPE and regularly restocks the inventory for staff and community needs. 3. Safety of the Public: Delhi does not plan on needing to erect barricades or cones for the food distribution program. However, if there is a change in the program and they are needed, it will ensure the safety of the public, City, and Delhi staff. 4. Protection of Adjacent Property: Delhi performs all the related services onsite. If damages arise that are caused by Delhi we will work through our insurance to repair and correct damages. C. REPORTING REQUIREMENTS 1. Monthly Reporting: As is currently required, Delhi will submit monthly reports using the City's form in whatever format the City designates. Delhi Center meets urgent community needs with swift and effective implementation while maintaining a robust documentation and compliance regime. An intake form will be used to register all participants and provide the necessary demographics for program eligibility and compliance as well as emergency contact information and liability waivers. The form includes annual income, household makeup, family composition, and other data points that help us ensure equitable delivery of government benefits and opportunities to underserved communities. This process may be modified depending on future COVID-19 closure mandates. 2. City Tracking Forms: Delhi shall utilize City -provided tracking forms to document recipients and their demographic and need data. For our current food distribution program, the Center uses a google intake form provided by the City of Santa Ana. This tool captures demographic information and pandemic -related adversities experienced by the client. 3. Timeliness of Reporting: Delhi prides itself on submitting timely reports as required. We shall continue to take reporting requirements and deadlines seriously and as a priority for our continued good standing. 4. Required Monthly Report Data: As required, Delhi will track and provide detailed monthly reports that include, the quantity of food distributed, number of households served, date of distributions, location(s) of distributions, and distribution time frame and number of hours. City Council 22 — 83 2/7/2023 e) Proposed Work Plan i. Program Design and Description (2 pages) ii. Proposed Scope of Services (5 pages maximum) City Council 22 — 84 2/7/2023 22-166A REVISED SCOPE OF WORK -Program Design and Description (1) Describe Key Services and Services to impacted and disproportionately impacted populations The revised award amount of $250,000 for the RFP 22-166A for the Food Distribution Program at Delhi Center will be sufficient for the center to continue with its goal for the term of one year. Increasing our Grocery Rescue donation pick- ups from local grocery stores from three (3) per week to five (5) pickups per week will result in a significant increase in the number of residents that could be served. The following is a revision of the originally submitted grant application from a three-year term to a one-year term. Delhi Center will absorb the entire cost of printing and permits, cleaning, and sanitation supplies. Donations will be requested from partners and sponsors for specific items needed. The registration, outreach, scheduling, preparation, and distribution functions will remain the same as originally proposed. The increased budget will cover the new DoorDash delivery expense. We were informed recently that effective January 2023, DoorDash will charge for deliveries at a rate of $4.50 per delivery. This funding will cover approximately nine (9) months of delivery fees. The Delhi Center will cover the cost for the remaining 3 months. ORIGINAL SUBMISSION: The proposed program is an expansion of Delhi Center's current food distribution program, which will enable the center to increase its distribution of food of serving 450 residents to over 600 residents weekly, resulting in a significant increase in the number of residents reached in a collaborative effort in ending food insecurity with the support from the City of Santa Ana. With in -person food distribution, food is arranged on tables for easy "shopping" so that residents can select the items they need. Currently, we are serving an average of 240 residents for Monday's food Distribution event. This event occurs weekly and runs from 10:00 am to 12:00 pm. When food delivery is conducted on Tuesdays through our partnership with DoorDash, which delivers to an average of 80 to 90 residents, weekly, the food is lined up on tables in the center lobby and portioned out in boxes and bags, which staff carry out and place in the vehicles. Food is distributed to pre -registered residents who have provided their addresses and the number of household members in advance to best determine how much food to deliver. This is an intense and massive undertaking every week and staff have developed a system that processes food to feed hundreds. Volunteers are also recruited to help with the entire process. During this time, about 450 households are served, which includes about 34% children and 30%seniors. EXPANDED PROGRAM: Funding for the proposed program will allow us to continue this strategy every week without interruption and to expand the program by significantly increasing the number of local grocery store pickups from 3 days per week to 5 days per week which will, in turn, increase the number of residents served from 450 to over 600. The proposed program will allow Delhi Center to dedicate 54D square feet of space for a permanent food pantry where food will be maintained and arranged much like a grocery store so residents can come in at greatly expanded time blocks to help feed their families consistently. In addition to the weekly food distribution, the food pantry will be open Monday through Thursday from 8:30 am to about 8:30 pm, Fridays from 8:30 am to 6:00 pm, and Saturdays from 8:30 am to 4:30 pm. The food pantry will be equipped with store shelves, refrigeration, bins, carts, and other equipment for attractive displays and easy distribution. It will be regularly stocked with food provided by donations and Second Harvest at no cost and food that will be purchased at six cents per pound from the Community Action Partnership of Orange County (CAP OC) Food Bank. Also, donations from our partners through Second Harvest's Grocery Rescue Program. Food will include shelf -stable canned and dry goods, produce, dairy, meat, and other essentials. Although residents will be encouraged to bring their own bags, bags and boxes will be made available. Residents will complete registration and will check in at the front desk each time they arrive, then go directly to the food pantry. There will be always a staff person in the food pantry that residents are visiting to ensure safety and cleanliness. One Staff will be hired to fill a Part -Time vacancy and will be trained to support the program by picking up from local grocery partner stores, daily. (2) If requesting funding for multiple services, describe how the services will be integrated to better serve our community - The Delhi Center is requesting funding only for the Food Distribution and Pantry Program services. recent additions to our Food Distribut!22 p--TIgam but not new. 2/7/2023 1. Diaper distribution through our partnership with CAP OC: Low-income Families with children needing diapers are encouraged to come to the center to receive up to 3 packages (25 diapers each package) once a month. To ensure these services are only being used by those in need the Delhi Center has developed an intake form to gather demographic data, household income information, and their certification that the items received will not be sold. 2. Free delivery of food boxes through our partnership with DoorDash: Seniors, Single -household families, and families without transportation are added to the delivery service to ensure receipt of food and household items on a weekly basis. Currently, over 80 households are being served through this program. Food is distributed to pre -registered residents who have provided their addresses and the number of household members in advance to best determine how much food to deliver. (4) Include the anticipated number of unduplicated households to be served annually for each service. Our current grant expires in Feb 2023; without this new grant, our program would be decreased by service hours and residents serviced. We currently serve 21,600 unduplicated households annually. With the award of this grant, it will allow the Food Distribution efforts to expand and reach approximately 28,000 unduplicated households per year. The grant will build on our current program and allow us to serve and reach more families in Santa Ana. With the additional staff/pickup person, we can increase our pickups from 3 times per week to 5 days per week. Increasing our food and toiletries supply to serve more residents in need in the City of Santa Ana. City Council 22 — 86 2/7/2023 Proposed Scope of Services (max. 5 pages) (1) Details/Tasks/Program Duration/Deliverables REGISTRATION: The Food Distribution program involves a registration process to gather contact and demographic information through a Google Intake Form provided by the City of Santa Ana. Additional information is gathered to help the staff determine the need to link residents to other Delhi Center services as well as to identify additional food and other commodities needed, which can be purchased from the CAP OC food bank and Diaper Bank. This will also provide information about how the residents heard about the program so that we can adjust our outreach efforts to focus on the strategies that are the most effective. OUTREACH AND SCHEDULING: Staff conduct outreach and provide notifications of when food distribution occurs to communicate any special circumstances regarding distribution via phone calls, text messages, and social media posts. Our teen leaders also volunteer to canvass the surrounding neighborhoods to distribute flyers by doorstep delivery. Also, flyers and notices are provided at the local church, which helps us get the word out to about 900 residents regularly. Additionally, the City of Santa Ana shares the Food Distribution location flyer information through its communication portals. PREPARATION AND DISTRIBUTION PROCESS: The facility must be sanitized before each distribution day and tables and chairs are set up depending on the format - in -person or drive -through pick-up or door -step delivery -for each distribution day. When the food is delivered by SHFB, staff help unload the food and break down the pallets by cutting the wrapping and cutting open the boxes of food. They sort through the produce to ensure it is clean, discard produce that has gone bad, and then package the produce, which is usually provided in bulk. Photos of discarded produce are submitted with the daily report as required by SHFB. Staff also check for expiration dates on canned and pre, packaged food to ensure quality. The food is arranged by category (dairy, canned goods, produce, etc.) and staff determines the maximum amount of each item allowed for residents to take based on the quantities received and the expected number of residents for the day. With in -person food distribution, food is arranged on tables for easy "shopping" so that residents can select the items they need. Currently, we are serving an average of 240 residents for Monday's food Distribution event. This event occurs weekly and runs from 10:00 am to 12:00 pm. Food delivery is conducted on Tuesdays through our partnership with DoorDash, which delivers to an average of 80 to 90 residents, weekly, the food is lined up on tables in the center lobby and portioned out in boxes and bags, which staff carry out and place in the vehicles. Food is distributed to pre -registered residents who have provided their addresses and the number of household members in advance to best determine how much food to deliver. With our current partnership with the GPR, we supplement and restock our Pantry with dry -shelf stable food, frozen meats, dairy, grains, toiletries, and more, at every pickup. These items are stored and distributed throughout the week so we can serve an average of 120 residents who walk into our Pantry program during the Center's operating hours, Monday through Saturday. The center is thoroughly cleaned and sanitized multiple times per day. The tracking report for the GRP is submitted to SHFB to document the number of households and individuals served, including the number of children (18 and under), adults (19-59), and seniors (60+). We also submit to the City tracking report, narrative, and financial reports on a monthly basis. This is an intense and massive undertaking every week and staff have developed a system that processes food to feed hundreds. Volunteers are also recruited to help with the entire process. During the week, about 450 households are served, which includes about 34% children and 30%seniors. Funding for the proposed program will allow us to continue this strategy every week without interruption and to expand the program by significantly increasing the number of local grocery store pickups from 3 days per week to 5 days per week which will, in turn, increase the number of residents served from 450 to over 600. The proposed program will allow Delhi Center to dedicate 540 square feet of space for a permanent food pantry where food will be maintained and arranged much like a grocery store so residents can come in at greatly expanded time blocks to help feed their families consistently. In addition to the weekly food distribution, the food pantry will be open Monday through Thursday from 8:30 am to about 8:30 pm and Fridays from 8:30 am to 6:00 pm, and Saturdays from 8:30 am to 4:30 pm. The food pantry will be equipped with store shelves, refrigeration, bins, carts, and other equipment for attractive displays and easy distribution. It will be regularly stol�q� �ui�hu�(i provided by donations and SHFB, GRRLaznd fed that will be purchased2a 6215 per pound from the CAP OC Food Bank. Food will include shelf -stable canned and dry goods, produce, dairy, meat, and other essentials. Although residents will be encouraged to bring their own bags, bags and boxes will be made available. Residents will complete registration and will check in at the front desk each time they arrive, then go directly to the food pantry. There will be always a staff person available to assist in the food pantry to serve residents and ensure safety and cleanliness. (2) Target Population The proposed program will serve all Santa Ana residents, with a focus on families with children and seniors living in the Delhi neighborhood that were adversely affected by the COVID-19 pandemic. Client demographics of over 979 Delhi Center's Food Distribution program alone (data from March through October 2022) include approximately 90.9% Hispanic and 9.1% Non -Hispanic participants. Of the 979 responses, 29.3% have incurred a Loss of Job due to the pandemic, 32.3% experienced a reduction in pay/hours worked, 14.1% lost a family/household member, 30.5% had COVID-19-related illnesses or hospitalizations, 9.2%faced eviction, and .2% became unhoused. See the table below (Source: Google Intake Food Distribution Form, March 1 through October 31, 2022). Has the COVID-19 pandemic affected your family? 979 responses Loss of lob 2a] (29.3%) ReEucllan in pa,ft.ra warkad 31a (2 Loss of family)housebold member 13B ryq.t%) COma19-Moiea Illnessrhospl.,. egg i30.6 Facing ewcllonlbeen a Pctsd N(9.2%) None IN (10.0%) Homeless —2 (0.21fi) Form! loss Loss or Income 1 (0.1%) sills - 1 (0.1%) Due to the proximity of the armory and railroad tracks, Delhi also sees and serves unhoused individuals. The adjacent Armory reactivates its homeless shelter during the winter months, which results in increased numbers of unhoused in t our area. We sort our food inventory and identify food for our unhoused residents. Injury 1(0.1%) The target population also includes residents who 0agresslon 1(0.1%) 0 100 zoo ago aoo are extremely low-income and who struggle with chronic income insecurity and face other challenges. This may include being undocumented with no one in the family having a legal earning capacity, a high risk for deportation, housing, and food insecurity, no access to health care, over -crowded living conditions, regular victimization of predatory lending services, low or no education, and no English -language capabilities. These are the residents served by Delhi Center and who will be served by the proposed program. (3) Unmet Need The proposed program will allow the Center to continue to target extremely low-income families, single parents, seniors, and residents who experience food insecurity, which by its very nature causes other hardships that prevent them from accessing services that may be available in other areas. Whether it is because of age, language barriers, low educational attainment, lack of resources, or fear, our target population is not equipped with the skills needed to research resources, find out where to go on their own, know what questions to ask, or other skills that would result in successful accessibility of food and other resources. Delhi Center is a trusted community entity and a safe place for residents from all walks of life. The proposed program will continue to bring needed services to an area that has been historically devoid of public resources unless they are attached to the Delhi Center. Flu shots, COVID testing and immunizations, fitness and nutrition classes, financial stability services, and many other services are provided at Delhi Center either directly or through partner organizations, who love to provide services at Delhi Center because they know this is where the residents most in need come to for help and the staff is trusted. Staff meets the need by being trustworthy and compassionate. They have built relationships with community leaders, nonprofits, government departments, SAPID, food banks, county, and school district officials, and others who help Delhi Center provide services directly in the neighborhood that needs them most. The proposed program will also continue to meet the need for regular and consistent food distribution by providing large- scale wee kly54d0i9tritimitions along with maintaining a food par22y4o88ngoing access as needed217k292&ts. Monthly food distribution is not enough, even weekly distribution does not fully meet the needs of the community. This is comparable to residents who receive social security or other benefit checks once a month - the resources simply do not make it to the end of the month. So, too, weekly or monthly food distribution is not sufficient for residents to meet their nutritional needs and prevent hunger. The proposed program fills that gap in service and ensures food stability for Santa Ana residents in a more meaningful and sustainable manner. (4) Collaborations with Local Organizations Delhi Center works with several partners that provide a broad network of resources to improve service delivery to the community. Delhi Center strongly believes in working with other organizations to ensure maximum effectiveness by working together as opposed to working in isolation. With this priority in mind, Delhi Center has taken the lead in several initiatives that foster collaboration, information sharing, and parent involvement within all programs and services. Organizations that will provide support specifically to the proposed program include Second Harvest Food Bank, which provides food to the Delhi Center, weekly, and the Grocery Rescue Program (GRP). GRP allows the Delhi Center to partner with local grocery stores to pick up donations 3 times per week. Community Action Partnership of Orange County (CAP OC) Food Bank sells food for six cents per pound for Delhi Center's food pantry. The Orange County Health Care Agency provides flu shots, Central City Mobile Clinic provides free medical services, Catholic Charities provides nutritional workshops, Community Health Initiative of OC provides enrollment for Cal Fresh and other public benefits, CalOptima provides educational workshops on health and medical benefits, OC Fire Authority donates turkeys at Thanksgiving, and the City of Santa Ana connects Delhi with other food banks and resources. All of our partners provide one or more links in the chain of survival for Santa Ana residents. All the services provided at Delhi Center help residents lower costs, access services that would otherwise not be available to them, and meet their needs in a safe and nurturing environment. (5) Details of Innovations Delhi Center has proven its ability to be flexible, responsive, and innovative in the face of crisis. The proposed program will provide consistent, regular, and accessible food to improve the nutritional well-being of residents. Delhi Center is flexible and can seamlessly shift its delivery methods to respond to the changing dynamics of the pandemic and the needs of the community by increasing Grocery Rescue donation pickups from local grocery stores. Currently, the Center picks up from 4 local grocery stores three (3) times per week. Should this grant be awarded we can increase pickups from three (3) times per week to daily pickups Monday through Friday, which in turn will increase the amount of food received and serve more residents per week. Increasing the selection of goods in the Pantry allows clients an opportunity to have a selection of food and goods that best meet the needs of their families. Our partnership with DoorDash allows our reach to be extended to those unable to come to the Center personally. We also provide an opportunity for teens and adults to make a meaningful contribution to their community by training them to serve residents with this much -needed service. We also use food distribution as an opportunity to identify the needs of residents and to link them to other services that will help improve their health and financial well-being. We can do this because of the partnerships we have established over the years. Other service providers know they can come to Delhi Center to provide their services because residents come to Delhi Center for services. We get food and other resources into the hands of people who need them. City Council 22 — 89 2/7/2023 Data Collecting, Reporting, and Compliance: (2 pages maximum) City Council 22 — 90 2/7/2023 III. Data Collecting, Reporting, and Compliance: (2 pages maximum) (1) Compliance with State and Local Fiscal Recovery Funds, Compliance and Reporting Responsibilities The Delhi Center Board of Directors is responsible for formulating financial policies and reviewing operations and activities periodically, and delegates this oversight responsibility to the Treasurer of the Board and the Finance Committee of which the Treasurer is the Chair. This responsibility is shared with the Chief Executive Officer and the Associate Director. Delhi Center's Fiscal Policies and Procedures (P & P) cover the responsibilities, distribution of duties, and oversight required of the Board of Directors and management staff. The P & P covers all financial transactions, segregation of duties, internal controls, purchasing and procurement, payroll and time and attendance tracking, document retention, and signature policies. For our current food distribution program, the Center uses a google intake form provided by the City of Santa Ana. This tool captures demographic information and pandemic -related adversities experienced by the client. Delhi Center uses QuickBooks as its accounting system and grant expenditures are coded by appropriate categories within the Chart of Accounts. Transactions are entered daily including deposits, payments, invoices, bills, and checks. The Agency maintains the QuickBooks company file on its local server. Backups are conducted daily and saved to the server automatically. As part of the month -end process, one person completes a "Verify Data" process within QuickBooks and saves a special backup afterward, which helps reduce the risk of data file corruption. Delhi Center uses a payroll company, ADP, to ensure proper documentation of personnel expenses. Staff timecards are coded to demonstrate hours worked under different funding sources and program components where applicable. An annual audit is performed by a Certified Public Accountant which also completes the annual tax return and provides guidance on several compliance issues. The use of these systems ensures that grant funds are not used for ineligible purposes and that there is no fraud, waste, or abuse associated with the SURF award. Delhi will comply with requirements and submit demographic data as required on Negative Economic Impacts and Household Food Assistance programs as required by the SLFRF. Delhi Center meets urgent community needs with swift and effective implementation while maintaining a robust documentation and compliance regime. An intake form will be used to register all participants and provide the necessary demographics for program eligibility and compliance as well as emergency contact information and liability waivers. The form includes annual income, household makeup, family composition, and other data points that help us ensure equitable delivery of government benefits and opportunities to underserved communities. This process may be modified depending on future COVID-19 closure mandates. A Deliverables Matrix is used to lay out all program compliance requirements and a log of all residents served is maintained to keep track of all numbers served by age (adult, children, and seniors). Staff is very experienced in using these instruments to track and document activities, ensure compliance, identify problems in service delivery, and develop strategies for improvement. a) Service to People in a Qualified Service Tract (QCT)/Determination of Disproportionate Public Health or Economic Outcomes to Target Population The financial impact the pandemic caused on families is evident in the Delhi neighborhood. Poverty is common and significant among all residents served at Delhi Center. Client demographics of over 700 Delhi Center program participants include approximately 83% extremely low-income households and 17% low-income, based on federal guidelines. Hispanics make up 87% with approximately 63% undocumented, which often translates to the inability of residents to earn a living wage due to immigration status and language barriers. It is no surprise that 52% of all persons served at Delhi Center have a median household income of $25,000 or less compared to the citywide median household income of $54,521. To make matters worse, 40% are female -headed households and 64%of all households served include 5 or more persons. The Delhi neighborhood has historically been burdened by the impacts of land use patterns, development, and other factors as clearly demonstrated by the Environmental Protection Agency. The Delhi neighborhood is one of the most vulnerable and disadvantaged areas in Santa Ana and suffers from exposure to environmental effects, such as pollution, groundwater contaminants, traffic, and solid and hazardous waste facilities. The Delhi neighborhood is in the "red zone" when it comes to health risks, resulting in high rates of asthma, cardiovascular disease, and low birth weight infants as well as socioeconomic factors such as low educational attainment, linguistic isolation, unemployment, poverty, and housing ins . City Council 22 — 91 2/7/2023 b) Compliance with 2 CFR part 200 (Uniform Administrative Requirements) The Uniform Guidance 2 CFR part 200 streamlines and consolidates government requirements for receiving and using federal awards to reduce administrative burden and improve outcomes. The Delhi Center will adhere to all Uniform Administrative Requirements and ensure that the significant elements below are followed to maintain compliance. Delhi Center will provide documentation to support accounting and cost records with adequate source documentation, including: • ADP payroll reports for salaries allocated to the program, timesheets, and a payroll reimbursement spreadsheet. • QuickBooks reports for all expenses directly associated with the program and costs incurred that are allowable by the grantor with supporting receipts or reports. • Direct, indirect, and unallowable costs will be identified appropriately and treated consistently. Costs that are identifiable to a specific project will be treated as a direct expense. Costs that are common to several projects and cannot be clearly allocated to one project will be treated as an indirect expense or will not be included in reimbursement. • Delhi Center will expense all funds during the performance period and will not go above the indirect cost allowed by the grantor. Policies and Procedures have been written to ensure the program and its staff are compliant with the deliverables and outcomes expected by the grantor. The Policies and Procedures include information on document retention, statistical information, income self -certification to demonstrate eligibility, Internal Quality Control Audit procedures, how to submit reports and when, confidentiality and conflict of interest disclosures, allowable costs, and procurement standards. This ensures that the work performed is being done per the agreement. iv. Suggestions or special concerns for evaluation committee None currently. Deliverables/Implementation/Timeline DELHICENTER FOOD DISTRIBUTION AND PANTRY PROGRAM DELIVERABLES AND OUTCOMES 2023-2026 Delhi Center - TOTAL # CLIENTS: 4SO-600 weekly, RESIDENTS SERVED/ TRACILING & DELIVERABLES PARTNERS FREQUENCY OUTCOMES EVALUATION TOOLS FOOD DISTRIBUTION/ ECONOMIC SUPPORT Intake 450-600 Weekly . 100%of Clients will fill out the google intake form a Intake Form (Mon- Sat) to pre -register . Client data tracking • 10D%of clients will be low-income. . 25%of clients will receive other needed services Identified during the Intake GROCERY RESCUE PROGRAM PICK UP Pickup and delivery of 5-10 Weekly . Daily Pickup of food donations from grocery store • Mileage Reimbursement Tool food/product from partners Monday through Friday . Monthly Reporting grocers/partners . Increased food and product availability to . QuickBooks community • Google Maps for Mileage Tracking • Increased healthy fresh produce options INCOME SUPPORT SERVICES Identity client's needs 10 Monthly . SO clients, per month, will be supported with . Intake Form for Diaper, Household for other services Income Support Services needed such as lowering items, clothing, and toiletries utility bills, Youth Program services, Senior Distribution Intake Form socialization program services, children's day . Reporting from related Delhi programs camp, toiletries, diapers, and household goods Items. City Council 22 — 92 2/7/2023 EXHIBIT B :; City Council 22 — 93 2/7/2023 DELHICENTER RFP 22-166A for Food Distribution Programs REVISED BUDGET PERSONNEL TOTAL DESCRIPTION Oversees scheduling of Food Distribution in the master calendar; Case Manager (.50 FTE) $25,971 supports monthly reporting, tracks numbers served, and assists with reports to Second Harvest and oversight of quality control and assists with food collection and distribution. Conducts outreach, intake, and registration, identifies resident needs, schedules residents for food pantry visits, tracks FT Customer Svc Rep (CSR) (1.0 FTE) $42,543 demographics and numbers served, provides customer service for the food pantry, maintains the panty fully stocked, and assists with food distribution reports. Support Personnel $22 584 (2) Support Staff (.20 FTE) will assist in Food Distribution events and assist with food collection and distribution. PT CSR will pick up food from Grocery Rescue Partners Monday PT Customer Service Rep $35,305 through Friday. Will stock and support food collection and (CSR) distribution. Sets up and tears down tables and chairs for weekly food FT Custodian (.50 FTE) $22,922 distribution sanitizes and cleans the center daily, assists with stockin the food antry and with food distribution Associate Director (.135 Oversees center operations, manage volunteer recruitment, $13,669 training, and supervision, and manages grant compliance and FTE) reporting. Collects data and submits reports to the City. PT Custodian (.625 FTE) $23400 Assists with food collection, stocking the food pantry, cleaning and sanitizing on a daily basis, assisting with food distribution TOTAL $186,394 Mileage Reimbursement Mileage Reimbursement $6,600 Daily pickup reimbursement of mileage from Grocery Rescue Partners, and grocery stores to stock the food pantry for 12 months QggjpAZ Nonprofit $12960 The QQ,g b nonprofit delivery cost for 80 deliveries per week at Delivery Cost , 4.50 for each delivery for 9 months. TOTAL $19,560 SPACE RENTAL DESCRIPTION 540 sq ft @ 3.29 per sq Dedicated space for the food pantry, room with storage cabinets, ft/month for 12 months $21,319 and a nearby sink to comply with the department's health department $1,776, monthly. TOTAL SPACE RENTAL $21,319 Each year TOTAL DIRECT COSTS $227,273 INDIRECT COSTS (10%) $22,727.30 TOTAL REQUESTED $250,000 City Council 22 — 94 2/7/2023 EXHIBIT C City Council 22 — 95 2/7/2023 D CITY OF SANTA ANA ATTACHMENT H CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY AND VOLUNTARY EXCLUSION LOWER TIER COVERED TRANSACTIONS This certification is required by the regulations implementing Executive Order 12549, Debarment and Suspension, 29 CFR Part 98, Section 98.510, Participants' responsibilities. The regulations were published as Part VII of the May 26, 1988 Federal Register (pages 19160-19211). (BEFORE COMPLETING CERTIFICATION, READ INSTRUCTIONS FOR CERTIFICATION — on following Page) (1) The prospective recipient of federal assistance funds certifies, by submission of this proposal, that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any federal department or agency. (2) Where the prospective recipient of federal assistance funds is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal. �O�kV1Sl G1 (.I O V12r1 Zf 4S5000te -DI re,4U"Y Name and Title of Authorized Representative Date THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. J City Council 22 — 96 2/7/2023 c CITY OF SANTA ANA INSTRUCTIONS FOR CERTIFICATION 1. By signing and submitting this proposal, the prospective recipient of federal assistance funds is providing the certification as set out below. 2. The certification in this clause is a material representation of fact upon which reliance was placed when this transaction was entered into. If it is later determined that the prospective recipient of federal assistance funds knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government, the Department of labor (DOL) may pursue available remedies, including suspension and/or debarment. 3. The prospective recipient of federal assistance funds shall provide immediate written notice to the person to which this proposal is submitted if at any time the prospective recipient of federal assistance funds leams that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances. 4. The terms "covered transaction," "debarred," "suspended," "ineligible," "lower tier covered transaction," "participant," "person," "primary covered transaction," "principal," "proposal," and "voluntarily excluded," as used in this clause, have the meanings set out in the Definitions and Coverage sections of rules implementing Executive Order 12549. You may contact the person to which this proposal is submitted for assistance in obtaining a copy of those regulations. 5. The prospective recipientof federal assistance funds agrees by submitting this proposal that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the DOL. 6. The prospective recipient of federal assistance funds further agrees by submitting this proposal that it will include the clause titled "Certification Regarding Debarment, Suspension, Ineligibility and voluntary exclusion - Lower Tier Covered Transactions," without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions. 7. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not debarred, suspended, ineligible, or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous. A participant may decide the method and frequency by which it determines the eligibility of its principals. Each participant may, but is not required to check the List of Parties Excluded from Procurement or Non - Procurement Programs. 8. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. 9. Except for transactions authorized under paragraph 5 of these Instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal Government, the DOL may pursue available remedies, including suspension and/or debarment. City Council 22 — 97 2/7/2023 EXHIBIT D City Council 22 — 98 2/7/2023 CITY OF SANTA ANA ATTACHMENT D NON -COLLUSION AFFIDAVIT (Title 23 United States Code Section 112 and Public Contract Code Section 7106) To the CITY OF SANTA ANA In accordance with TRIe 23 United States Code Section 112 and Public Contract Code 7106 the proposer declares that the proposal is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the proposal is genuine and not collusive or sham; that the proposer has not directly or indirectly induced or solicited any other proposer to put in a false or sham proposal, and has not directly or indirectly colluded, conspired, connived or agreed with any proposer or anyone else to put in a sham proposal, or that anyone shall refrain from bidding; that the proposer has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the proposal price of the proposer or any proposer, or to fix any overhead, profit, or cost element of the proposal price, or of that of any other proposer, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the proposal are true; and, further, that the proposer has not, directly or indirectly, submitted his or her proposal price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham proposal. Note: The above non -collusion affidavit is part of the proposal. Signing this proposal on the signature portion thereof shall also constitute signature of this non -collusion affidavit. Proposers are cautioned that making a false certification may subject the certifier to criminal prosecution. State of , County of Subscribed and swom to (or affirmed) before me on this day of , 20. by , proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me. Notary Public Signature �-et' M A71 GVL2d Notary Public Seal THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. City Council 22 — 99 2/7/2023 California All -Purpose Acknowledgment A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document, to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of Orange On 12/12/22 before me, Corina Veloz notary public, personally appeared """Patrisia Gonzalez" , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify UNDER PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand Sig Optional (Seal) Notary Public- CalRornia ie Orange County Commission M 2305170 My Comm. Expires Sep 14, 2023 Though the information below is not required bylaw, it may prove valuable to persons relying on the document and could preventfrqudulent removal of this reattachment of this form to another document. Description of Attached Document Title or Type of Document: Non Colliusion Affida Document Date: December 12, 2022 # of Pages: 1 Signer(s) Other Than Named Above: City Council 22 — 100 2/7/2023 EXHIBIT E City Council 22 — 101 2/7/2023 CITY OF SANTA ANA ATTACHMENT E NON -LOBBYING CERTIFICATION The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: (1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure of Lobbying Activities," in conformance with its instructions. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier subcontracts, which exceed $100,000 and at all such subrecipients shall certify and disclose accordingly. Signed: 4AI D _ Title: A�hc�IG1"fir! ��reG�p1' Firm: 1/(YYI i�/�It (OUY�r7l f1 r Date: THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. City Council 22 — 102 2/7/2023 EXHIBIT F City Council 22 — 103 2/7/2023 0 CITY OF SANTA ANA ATTACHMENT DRUG -FREE WORKPLACE Certification Regarding Drug -Free Workplace Requirements The certification set out below is a material representation upon which reliance is placed by the U.S. Department of Housing and Urban Development in awarding the grant. If it is later determined that the contractor knowingly rendered a false certification, or otherwise violates the requirements of the Drug - Free Workplace Act, the U.S. Department of Housing and Urban Development, in addition to any other remedies available to the Federal Government, may take action authorized under the Drug -Free Workplace Act. CERTIFICATION A, The contractor certifies that it will provide a drug -free workplace by: (a) Publishing a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession or use of a controlled substance is prohibited in the contractor's workplace and specifying the actions that will be taken against employees for violation of such prohibition; (b) Establishing a drug -free awareness program to inform employees about — (1) The dangers of drug abuse in the workplace; (2) The contractor's policy of maintaining a drug -free workplace; (3) Any available drug counseling, rehabilitation, and employee assistance program; and (4) The penalties that may be imposed upon employees for drug abuse violations occurring in the workplace; (c) Making it a requirement that each employee who will be engaged in the performance of the grant be given a copy of the statement required by paragraph (a); (d) Notifying the employee in the statement required by paragraph -(a) that, as a condition of employment under the contract, the employee will - (1) Abide by the terms of the statement; and (2) Notify the employer of any criminal drug statute conviction for a violation occurring in the workplace no later than five days after such conviction. (e) Notifying the U.S. Department of Housing and Urban Development within ten days after receiving notice under subparagraph (d)(2) from an employee or otherwise receiving actual notice of such conviction; (f) Taking one of the following actions, within 30 days of receiving notice under subparagraph (d)(2), with respect to any employee who is so convicted - City Council 22 — 104 2/7/2023 (a CITY OF SANTA ANA ( 1) Taking appropriate personnel action against such an employee, up to and including termination; or (2) Requiring such employee to participate satisfactorily in a drug abuse assistance or rehabilitation program approved for such purposes by a Federal, State, or local health, law enforcement, or other appropriate agency; (g) Making a good faith effort to continue to maintain a drug -free workplace through implementation of paragraphs (a), (b), (c), (d), (e) and (f). B. The contractor shall insert in the space provided on the attached "Place of Performance" form the site(s) for the performance of work to be carried out with the grant funds (including street address, city, county, state, and zip code) .the contractor further certifies that, if it is subsequently determined that additional sites will be used for the performance of work under the contract, it shall notify the U.S. Department of Housing and Urban Development immediately upon the decision to use such additional sites by submitting a revised 'Place of Performance" form. 1.?-) 3 a Date THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. City Council 22 — 105 2/7/2023 CITY OF SANTA ANA ATTACHMENT DRUG -FREE WORKPLACE (CONTINUED) PLACE OF PERFORMANCE FOR CERTIFICATION REGARDING DRUG -FREE WORKPLACE REQUIREMENTS '94. 1 UOT-er The Contractor shall insert in the space provided below the site(s) expected to be used for the performance of work under the contract covered by the certification: Place of Performance (include street address, city, county, state, zip code for each site): OP14y( Ave THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. City Council 22 — 106 2/7/2023 EXHIBIT G City Council 22 — 107 2/7/2023 CITY OF SANTA ANA ATTACHMENT G FEDERAL AWARD IDENTIFICATION INFORMATION The General Program Requirements were designed to provide the framework where the CONTRACTOR will provide ARPA programs identified in this attachment. GOVERNANCE The CONTRACTOR agrees to comply, remain informed, and deliver services consistent with the provisions of ARPA. Where local policy has not been set, the CONTRACTOR agrees to adhere to state and/or federal policy, as appropriate. II. GOVERNANCE REFERENCES A. Additional state and federal agencies that provide funding to the CITY may be incorporated herein. B. Information Bulletins, Directives, and any other federal and state guidance documents pertaining to the ARPA SLFRF Funds. C. Actions, directives, and policy and procedures issued by the CITY. D. CITY policies, as applicable. III. CONTRACTOR/CONTRACTOR DETERMINATION: In accordance with the requirements of 2 CFR 200.330 (CONTRACTOR and Contractor determination) and for the purpose of this CONTRACT, CONTRACTOR is determined to be a CONTRACTOR. City Council 22 — 108 2/7/2023 (a CITY OF SANTA ANA IV. FEDERAL AWARD IDENTIFICATION FAIN INFORMATION A. CONTRACTOR Name: Delhi UAW B. dONTRACOR'S pt (b rJ l rxl ' Identifier DTU-N SUnique L` Federal Award C. Identification Number (FAIN): D. Federal Award Date: E Subaward Period of Performance: Total Amount of Federal F. Funds Obligated by the $ Action: Total Amount of Federal G. Funds Obligated to the $ CONTRACTOR: H. Total Amount of the Federal Award: Federal Award Project ARPA SLFRF Description: J. Federal Awarding Agency: U.S. Department of the Treasury K. Name of PTE: L. Contact Information for the Kristine Ridge, City Manager Awarding Official: Phone Number: (714) 647-5200 E-mail Address: kridgena.santa-ana.org M. CFDA Number: CFDA Name: ARPA N. Whether Award is R&D: O Indirect Cost Rate for the Federal Award: THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. City Council 22 — 109 2/7/2023 Lmr epdaeJ 6p P,,mwf u4z on Dec e8, 2021 m WJ9 PM DELX CENTER SAM*dove DELHI CENTER Unique Entity ID CAGE! NCAGE Purpose of Registration MQ6STJ7HPHW3 4GYB7 All Awards Registration Status Expiration Dale Active Registration Jan 7, 2023 Physical Address Mailing Address 505 E Central AVE 505 E. Central AVE Santa Ana, California 92707-3503 Santa Ana, California 92707-3503 United States United States Doing Business as Division Name Division Number Delhi Community Center (blank) (blank) Congressional District State / Country of Incorporation URL California 46 California / United States www,delhicenter.org Registration Dates Activation Date Submission Date Initial Registration Date Dec 10, 2021 Dec 8, 2021 Jul 27, 2006 Entity Dates Entity Start Date Fiscal Year End Close Date Apr 1, 1970 Dec 31 Immediate Owner CAGE Legal Business Name (blank) (blank) Highest Level Owner CAGE Legal Business Name (blank) (blank) Executive Compensation In your business or organization's preceding completed fiscal year, did your business or organization (the legal entity to which this specific SAM record, represented by a Unique Entity ID, belongs) receive both of the following: 1. 80 percent or more of your annual gross revenues in U.S. federal contracts, subcontracts, loans, grants, subgrants, and/or cooperative agreements and 2. $25,000,000 or more in annual gross revenues from U.S. federal contracts, subcontracts, loans, grants, subgrants, and/or cooperative agreements? No Does the public have access to information about the compensation of the senior executives in your business or organization (the legal entity to which this specific SAM record, represented by a Unique Entity ID, belongs) through periodic reports fled under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d)) or section 6104 of the Internal Revenue Code of 19867 Not Selected Proceedings Questions Is your business or organization, as represented by the Unique Entity ID on this entity registration, responding to a Federal procurement opportunity that contains the provision at FAR 52.209-7, subject to the clause in FAR 52.209-9 in a cunenl Federal contract, or applying for a Federal grant opportunity which contains the award term and condition described in 2 C.F.R. 200 Appendix XII? No Does your business or organization, as represented by the Unique Entity ID on this specirc SAM record, have current active Federal contracts and/or grants with total value (including any exercised/unexercised options) greater than $10,000,0007 Not Selected Within the last five years, had the business or organization (represented by the Unique Entity ID on this specific SAM record) and/or any of its principals, in connection with the award to or performance by the business or organization of a Federal contract or grant, been the subject of a Federal or State (1) criminal proceeding resulting in a conviction or other acknowledgment of fault; (2) civil proceeding resulting in a finding of fault with a monetary fine, penalty, reimbursement, restitution, and/or damages greater than $5.000, or other acknowledgment of fauh; and/or (3) administrative proceeding resulting in a finding of fault with either a monetary fine or penalty greater than $5,000 or reimbursement, resolution, or damages greater than $100,000, or other acknowledgment of fault? Not Selected 22 - 110 2/7/2)Q3f4 Ids[,,k,r,d 5, Pumu G.I, un 1W 08,1021 ur 04:49 PM OELHI CENTER Active Exclusions Records? No ISM Search Authorization I authorize my entity's non -sent Information to be displayed In SAM public search results: Yes IEntlty Typee Business Types Entity Structure Corporate Entity (Tax Exempt) Profit Structure Non -Profit Organization Entity Type Business or Organization Organization Factors (blank) Socio-Economic Types Check the registrant's Reps & Carts, if present, under FAR 52.212-3 or FAR 52.219-1 to determine If the entity Is an SBAcertified HUlli small business concern. Additional small business information may be found 1n the SBA's Dynamic Small Business Search If the entity completed the SBA supplemental pages during registration. Other Entity Qualifiers Minority Institution Hispanic Servicing Institution Educational Institution [Financial Information Accepts Credit Card Payments Debt Subject To Offset Yes No EFT Indicator BDBo Electronic Funds Transfer Account Type Checking Financial Institution WELLS FARGO BANK NA Automated Clearing House Phone (U.S.) 7144819600 Fax (blank) Remittance Address DELHICENTER 505 E. Central AVE Santa Ana, California 92707 United States Taxpayer Information EIN " 0952 Tax Year (Most Recent Tax Year) 2019 Address 505 E Central AVE Santa Ana, California 92707 (Points of Contact Accounts Receivable POC CAGE Code 4GYS1 Routing Number Lack Box Number —0247 (blank) Account Number "*110154 Email Phone (non-U.S-) patrisia@delhicenter.org (blank) Type of Tax Applicable Federal Tax Name/Thle of Individual Executing Consent Director Of Operations Signature PATRISIA GONZALEZ Taxpayer Name DELHICENTER TIN Consent Date Dec 8, 2021 fittps://apgpNfnna•/.11QjkNW3/mreDura?stows=Acriw 22 -111 2/7/14 Lrut ni 6y Punisia 6..kz on Dee 08, 2021 w 04:49 PM DEEh7 CENTER A PATFUSIA GONZALEZ, Director of Operations patrlsla@delhicenter.org 7144819600 Electronic Business 9 505 E. Central AVE. Patrisia Gonzalez, Director of Operations Santa Ana, California 92707 patrisla&delhicenter.org United States 7144819600 Margarita Chavez 505 E. Central AVE. margarita@delhicenter.org SeM. Ana, California 92707 7144819600 United Stares Government Business P. 505 E. Central AVE. Patrisia Gonzalez Santa Ana, California 92707 patrisia@delhicenter.org United States 7144819600 Margarita Chavez 505 E.CENTRAL AVE margarita@delhicenter.org Santa Ana, California 92707 7144819600 United States Past Performance 505 E. Central AVE. Margarita Chavez Santa Ana, California 92707 margarlta@delhlcenter.org United States 7144819600 Margarita Chavez 505 E. Central AVE margarita@delhicenter.org Santa Ana. Califomin 92707 7144819600 United Stales ISeiurlty'in-T orotatlon- Company Security Level Highesl Level Employee Security Level (blank) (blank) IAervice Classifications NAICS Codes Primary NAICS Codes NAICS Title Yes 524110 Child And Youth Services 611420 Computer Training 624120 Services For The Elderly And Persons With Disabilities GZ4190 Other Individual And Family Services 624210 Community Food Services 624229 Other Community Housing Services 711130 Musical Groups And Artists ISlze Metrics IGT Size Metrics Annual Revenue (from all IGTs) (blank) Worldwide Annual Receipts (in accordance with 13 CFR 121) Number of Employees (in accordance with 13 CFR 121) $7.00 11 Location Annual Receipts (in accordance with 13 CFR 121) Number of Employees (In accordance with 13 CFR 121) paps://m67Mdenl}If/M1M]l'AirYH{Y3/wreDamTslams=Actfce 22 - 112 2171Wr4 Lust n➢d,Md by Pu,risiu 78.2821 w 04:49YM D=CENTER $7.00 IndustrySpeclfic Barrels Capacity (blank) I Electronic Data Interchange (EDQ information This entity did not enter the EDI information Megawatt Hours (blank) Disaster Resp This entity does not appear in the disaster response registry. Total Assets (blank) w:ns4 liy,xyQ) ��AFRNW3/coreDaiu?slamr—Aetice 22 — 113 2171244244 tnNmal Revenue Service Data MarCh 4; 2002 De"Gutter ISM F Central Ave fetch Ana, CA OV07 Dear Sir or Madam: DePartrtuntorthe Treswfy P. 4. Sox 2508 Cindinna8, OH 45201 Penton to Oontaet: Steve brown 31-07422 Custwwservtre Repaaentative To& FreavekIs horny Number; meahheeaapEnr4r 677$28-3500 Fax NuwJwr. 513-2034765 Federat iaen0cation Number. 95.2820932 ' This letter Is In response to your request for a copy of your otgeniafiwr a deterRunetion letter. Tttis sa'w wAi taste the plate W therapy you requested. Our MCOMa indttata that a detesminagon latter issued In April 1970 granted yatx organization exemption from federal In4ome tax tattler seCltaa M (a)(3) of the internal Revenue Code. That Jailer is &W in elfatt Owed on lntomtsdlon subssgtatndy NUINM d, we Classified Your arganiaaton as one fhet is not a prlvata foundation within 8w n 634ng of 94110 tt 509(2) of the Caps bacause it is an oryar ietion dembad in sections` )(1)and170(bx1)(A)t% This dasai7teattgn Me based on the sasttmpke that your cMsssb aorrs opMWns would owttrtve as stated in theappOcaRlon. {f yoar organlafinhis whereas of tuppnrt or>� eharaener. rr»ihod of operadon€w pcxpesea have dtersged. Please let us know so we horn consider ttw eNed of the d arve of the exempt eta" and tbtndatrat status of ywrorgansxation. Ycur OMirftayon Is sequ M to file Forgh W. Rattan of 0Wr&asOn Exempt frpm Income Tax, onFy If its Ones mulPts each peal see w(Tre9y meta thm 525,900. If Is return is required, tt must be Mad by the 15th day of the filth month afar the end of the amanbaalorh's anneal 8=0uhling petted. The taw Imposes a peaefty of $a a Clay4 UP to a ntnximtmt.of S70.000, When a raisin tt filed late, unless there is reasonable ostrss for use delay. All exempt organ¢atfam (tatlssa spWRORIty excuded) am ]Fable rartaxaa under the Federal Insurance Oorddtm5orts Act (socat so--^ taxes) on M utsereebts, Of S100 or more paid fa eaN1 ompwoyse during e calendar year. Your organbursion ISM liable for the tax unposed ulcer ilia Fedarat UnemplaymervTex Act (FUTA). Or9antzaaaw that are not Private ftxrndaWs are not e*act 10 the wxdss taxes under Chapter 42 of the Code. Havener, these organizzaeons an not aatonratoaty exempt from ayser Federal axaea taxes. Darrws may deduct contrtakuts to your argsmft8%n as provided In sacnon 170 of the Cade. Bequests, "aft$, devisee, transtars, or aft to yourargenizalian Or for its use ate dadvdjt a for redenteswo and SM tax purpsuas ff they meet Fhb UMCable Provisions of sedkm MS. 2108. and 2522 of the Code. City Council 22 — 114 2/7/2023 ,L OF rx California Secretary of State e� Business Programs Division ` 1500 11th Street, Sacramento, CA 95814 DELHICENTER 505 E. CENTRAL AVE SANTA ANA, CA 92707 Business Amendment Filing Approved September 2, 2022 Entity Name: DELHI CENTER Entity Type: Nonprofit Corporation - CA - Public Benefit Entity No.: 579643 Document Type: Statement of Information Document No.: BA20220795770 File Date: 09/02/2022 The above referenced document has been approved and filed with the California Secretary of State. To access free copies of filed documents, go to bizfileOnline- sos.ca.aov and enter the entity name or entity number in the Search module. What's Next? The most up to date records may be obtained by searching for the Entity Name or Entity Number in the Search module at bizfileOnline.sos.ca.cov. For further assistance, contact us at (916) 657-5448 or visit bizfile0nline. sos.ca.gov. Thank you for using bizfile California, the California Secretary of State's business portal for online filings, searches, business records, and additional resources. City Council 22 — 115 2/7/2023 AGREEMENT BETWEEN THE CITY OF SANTAANAAND THE SEVA COLLECTIVE FOR USE OF AMERICAN RESCUE PLAN ACT (ARPA) FUNDS This Agreement is hereby made and entered into this 7tn day of February 2023, by and between the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("CITY"), and the Seva Collective, a California domestic nonprofit corporation ("CONTRACTOR"). RECITALS: A. The American Rescue Plan Act ("ARPA") was signed into law in March 2021. ARPA provides funding for a number of different programs, including the Coronavirus State and Local Fiscal Recovery Fund ("SLFRF"), to provide monetary support to local governments to respond to, mitigate, and recover from the COVID-19 public health emergency. B. On July 20, 2021, the Santa Ana City Council authorized the City Manager to utilize ARPA SLFRF funding from the United States Department of Treasury for the Revive Santa Ana Spending Plan, which includes five spending categories: recovery from the pandemic, direct assistance programs, public health and safety, critical infrastructure, and city fiscal health. C. On August 2, 2022, the City Council approved the updated Revive Santa Ana Spending Plan, and appropriated the City's second and final ARPA allocation of $64,180,000. D. On November 22, 2022, the City Manager's Office issued a Request for Proposals (RFP) for contractors to operate food distribution programs throughout the City, which is an eligible expense under the category of direct assistance programs. E. CONTRACTOR has been selected by the CITY to receive ARPA SLFRF Funds in order to provide a food distribution program, in accordance with the Scope of Work attached hereto as Exhibit A and incorporated herein by reference ("said program"). CONTRACTOR represents that it is qualified and willing to operate said program and certifies that the administration of said program carried out with funds provided under this Agreement will meet ARPA's objectives to respond to, mitigate, and recover from this historic COVID-19 public health crisis. F. CONTRACTOR agrees that it will adhere to the tasks and services as indicated in Exhibit A for said program. Failure to follow the requirements and meet the stated expectations may constitute breach of contract that could result in termination of this Agreement or serve as reason for the CITY to recapture the grant funds awarded to CONTRACTOR pursuant to this Agreement. City Council 22 — 116 2/7/2023 WHEREFORE, it is agreed by and between the parties that the foregoing Recitals are a substantive part of this Agreement and the following terms and conditions are approved and together with all exhibits and attachments hereto, shall constitute the entire Agreement between the CITY and CONTRACTOR: I. ARPA PROGRAM PROVISIONS A. Scope of Work. CONTRACTOR shall be responsible for the specific tasks and services of said program, and agrees to administer said program in compliance with the tasks and services as described in the Scope of Work attached hereto as Exhibit A. CONTRACTOR's failure to perform as required may, in addition to other remedies set forth in this Agreement, result in readjustment of the amount of funds for said program or termination of this Agreement. B. Term of Agreement. The term of said Agreement shall commence on the date first written above and continue through February 29, 2024 ("Term"), unless terminated earlier pursuant to the terms of this Agreement. Subject to funding availability, the City has the option to grant up to a one (1) year renewal option, exercisable by a writing by the City Manager and City Attorney. C. Amount of Grant Funding. The total amount of funds provided for said program shall not exceed Two Hundred Fifty Thousand dollars ($250,000) ("ARPA SLFRF Funds") during the Term of the Agreement. CONTRACTOR agrees to use said ARPA SLFRF Funds to administer said program as outlined in Exhibit A. City neither warrants nor guarantees any minimum or maximum compensation to Contractor under this Agreement. D. Disbursement of Funds. Said ARPA SLFRF Funds shall be disbursed by CITY to CONTRACTOR pursuant to the terms found in the Fee Payment Schedule attached hereto as Exhibit B, with payments subject to the submittal of invoices and other reporting requirements, as hereinafter more fully set forth. CONTRACTOR shall be obligated to perform such duties as would normally extend beyond the term, including, but not limited to, obligations with respect to indemnification, audits, reporting, data retention/reporting, and accounting. Failure to provide any of the required documentation and reporting will cause CITY to withhold all or a portion of a request for ARPA SLFRF Funds, or return the entire request to CONTRACTOR, until such documentation and reporting has been received and approved by CITY. (1) Reduction in ARPA SLFRF Funding. The CITY reserves the right to reduce the amount of ARPA SLFRF Funds to CONTRACTOR, or to completely terminate this Agreement, in the CITY's sole discretion, if there is a reduction in ARPA SLFRF Funds provided to the CITY. (2) Reduced Distribution of Funds. The CITY reserves the right to reduce the grant application if the CITY's fiscal monitoring indicates that CONTRACTOR's rate of expenditure will result in unspent funds at the end of the program term. Amendments City Council 22 — 117 2/7/2023 in the grant allocation will be made after consultation with CONTRACTOR. E. Grant Program Requirements. (1) CONTRACTOR acknowledges that the source of funding for said program is the federal ARPA SLFRF, and that payments from the ARPA SLFRF Funds are only to be used to make necessary expenditures incurred due to the public health emergency with respect to COVID-19. (2) CONTRACTOR acknowledges that ARPA provisions allow the use of ARPA SLFRF Funds to respond to, mitigate, and recover from the COVID-19 public health emergency, and will not use these funds for any other uses. (3) CONTRACTOR shall follow the process and determination of eligibility for participants in said program as outlined in Exhibit A. F. Performance Monitoring. (1) CONTRACTOR shall submit program performance information as often as requested by CITY, but no less than the submission of monthly reports and a final report to CITY with the information requested by and in the format acceptable to CITY. Each monthly report is due within thirty (30) days of completion of work for each month. The final report is due within thirty (30) days after the termination or expiration of this Agreement. (2) CITY will evaluate CONTRACTOR's management and operation of said program with respect to the project expectations as described in Exhibit A. (3) CITY will review the audit of the CONTRACTOR to ensure that grant funds are used for authorized purposes in compliance with laws, regulations, and the provisions of contracts or grant agreements under this Agreement, including attachments and exhibits. (4) If action to correct any substandard performance is not taken by the CONTRACTOR within a reasonable period after being notified by CITY, suspension or termination procedures may be initiated by CITY. (5) All performance shall be subject to review by the CITY or other regulatory agencies at all times. CONTRACTOR shall provide adequate cooperation to any inspector or other CITY representative to permit the same to determine CONTRACTOR's conformity with the terms of this Agreement. If any services performed by CONTRACTOR are not in conformance with the terms of this Agreement, the CITY shall have the right to require CONTRACTOR to perform the services in conformance with the terms of the Agreement at no additional cost. The CITY may also terminate this Agreement for default and charge CONTRACTOR for any costs incurred by the CITY because of CONTRACTOR's failure to perform. City Council 22 — 118 2/7/2023 (6) CONTRACTOR shall establish adequate procedures for self -monitoring and quality control and assurance to ensure proper performance under this Agreement; and shall permit a CITY representative or other regulatory official to monitor, assess, or evaluate CONTRACTOR's performance under this Agreement at any time, upon reasonable notice to CONTRACTOR. G. Audit. (1) CONTRACTOR shall maintain complete and accurate records and supporting documentation to facilitate financial and/or program audits by CITY. This requirement shall apply to any records and documentation CITY shall reasonably require or as required to be maintained pursuant to federal and state law including but not limited to the ARPA regulations. (2) The books and accounts, files, and other records of CONTRACTOR, which are applicable to this Agreement, shall be available for inspection, review, and audit during normal business hours by CITY or CITY's agent to determine the proper application and use of all ARPA SLFRF Funds provided to or for the account or benefit of CONTRACTOR. (3) CONTRACTOR assumes responsibility for reimbursement toCITY asum of money equivalent to the amount of any expenditures disallowed should the CITY, or an authorized agency, rule through audit, exception, or some other appropriate means, that expenditures from funds allocated to CONTRACTOR for direct and/or administrative costs were not made in compliance with the applicable cost principles, regulations, or the provisions of this Agreement. (4) CONTRACTOR agrees to comply with the requirements of OMB Uniform Guidance 2 CFR Part 200. CONTRACTOR further agrees to provide CITY with a copy of completed independent auditors' report within thirty (30) days of CITY's request for such report. If the report contains instances of non-compliance with federal laws and regulations that bear directly on the performance or administration of this Agreement, CONTRACTOR shall provide CITY copies of responses to auditors' reports, a plan for corrective action, and auditors' response that the noncompliance has been resolved. All reports prepared in accord with the requirements of OMB Uniform Guidance 2 CFR Part 200 shall be available for inspection by representatives of CITY or the federal government during normal business hours. (5) All accounting records, reports, and evidence pertaining to all costs, expenses and the ARPA SLFRF Funds of CONTRACTOR and all documents related to this Agreement shall be maintained and kept available at CONTRACTOR'S office or place of business for the duration of the Agreement and thereafter for five (5) years from the date of final payment under this Agreement. Records which relate to: (a) complaints, claims, administrative proceedings or litigation arising out of the performance of this Agreement; or, (b) costs and expenses of this Agreement to which CITY or any other governmental agency takes exception, shall be retained beyond the five (5) years until City Council 22 — 119 2/7/2023 complete resolution or disposition of such appeals, litigation claims, or exceptions. In the event CONTRACTOR does not make the above -referenced documents available within the City of Santa Ana, California, CONTRACTOR agrees to pay all necessary and reasonable expenses incurred by CITY in conducting any audit at the location where said records and books of account are maintained. H. Ownership/Use of Materials. CONTRACTOR agrees that all materials, reports or products in any form, including electronic, created by CONTRACTOR for which CONTRACTOR has been compensated pursuant to this Agreement shall be the sole property of the CITY. The material, reports, or products may be used by the CITY for any purpose that the CITY deems to be appropriate, including, but not limit to, duplication and/or distribution within the CITY or to third parties. CONTRACTOR agrees not to release or circulate in whole or part such materials, reports, or products without prior written authorization of the CITY. I. Close -Out. CONTRACTOR agrees to comply with the closeout procedures detailed in 2 CFR §200.343, including the following: (1) CONTRACTOR must submit, no later than ninety (90) calendar days after the end date of the period of performance, all financial, performance, and other reports as required by the terms and conditions of this Agreement; (2) CITY should complete all closeout actions for the Federal award no later than one year after receipt and acceptance of all required final reports. CONTRACTOR'S OBLIGATIONS A. Representations and Warranties. (1)Authority. CONTRACTOR is a duly organized and existing domestic nonprofit corporation in good standing and authorized to do business under the laws of the State of California. CONTRACTOR has full right, power and lawful authority to accept the funding hereunder and to undertake all obligations as provided herein and the execution, performance and delivery of this Agreement by CONTRACTOR has been fully authorized by all requisite actions on the part of CONTRACTOR. (2) Experience. CONTRACTOR is qualified to provide the administrator services for said program detailed herein. (3) Familiarity With Services Required. By executing this Agreement, CONTRACTOR warrants that: (i) it has thoroughly investigated and considered the administrator services to be performed and provided for said program as detailed in Exhibit A; (ii) it has carefully considered how the services should be performed; and, (iii) it fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. City Council 22 — 120 2/7/2023 (4) No Conflict. To the best of CONTRACTOR'S knowledge, CONTRACTOR'S execution, delivery and performance of its obligations under this Agreement will not constitute a default or a breach under any contract, agreement or order to which CONTRACTOR is a party or by which it is bound. (5) No Bankruptcy. CONTRACTOR is not the subject of any current or threatened bankruptcy proceeding. (6) No Pending Legal Proceedings. CONTRACTOR is not the subject of a current or threatened litigation that would or may materially affect CONTRACTOR'S performance under this Agreement. (7) Proposal Veracity. All provisions of and information provided in CONTRACTOR's proposal submitted to CITY, including any exhibits, are true and correct in all material respects. (8) No Pending Investigation. CONTRACTOR has no knowledge that it is the subject of any current or threatened criminal or civil action investigation by any public agency, including without limitation a police agency or prosecuting authority, which would relate to or affect performance of the Agreement or provision of services hereunder. B. Licensing. CONTRACTOR agrees to obtain and maintain all required licenses, registrations, accreditation and inspections from all agencies governing its operations. CONTRACTOR shall ensure that its staff shall also obtain and maintain all required licenses, registrations, accreditation and inspections from all agencies governing CONTRACTOR's operations hereunder. Such licensing requirements include obtaining a City business license, as applicable. C. Zoning. CONTRACTOR agrees that any facility/property used in furtherance of said program shall be specifically zoned and permitted for such use(s) and activities. Should CONTRACTOR fail to have the required land entitlement and/or permits, thus violating any local, state or federal rules and regulations relating thereto, CONTRACTOR shall immediately make good -faith efforts to gain compliance with local, state or federal rules and regulations following written notification of said violation(s) from the CITY or other authorized citing agency. CONTRACTOR shall notify CITY immediately of any pending violations. Failure to notify CITY of pending violations, or to remedy such known violation(s) shall result in termination of grant funding hereunder. CONTRACTOR must make all corrections required to bring the facility/property into compliance with the law within sixty (60) days of notification of the violation(s); failure to gain compliance within such time shall result in termination of grant funding hereunder. D. Separation of Accounts. All funds received by CONTRACTOR from CITY pursuant to this Agreement shall be maintained in an account in a federally insured banking or savings and loan institution with record keeping of such accounts maintained pursuant to applicable 2 CFR 200.302 requirements. CONTRACTOR is not required to maintain separate depository accounts for ARPA SLFRF Funds; provided however, the City Council 22 — 121 2/7/2023 CONTRACTOR must be able to account for receipt, obligation, distribution and expenditure of ARPA SLFRF Funds pursuant to applicable 2 CFR 200.302 requirements. E. Audit Report Requirements. CONTRACTOR agrees that if CONTRACTOR expends Seven Hundred Fifty Thousand Dollars ($750,000) or more in federal funds, CONTRACTOR shall have an annual audit conducted by a certified public accountant in accordance with the standards as set forth and published by the United States Office of Management and Budget. CONTRACTOR shall provide CITY with a copy of said audit by April 1 of the year following the program year in which this Agreement is executed. F. Compliance with Law/Program Income. CONTRACTOR acknowledges that the funds being provided by CITY for said program are received by CITY pursuant to ARPA, and that distribution and expenditure of these ARPA SLFRF Funds shall be in accordance with ARPA and all pertinent regulations issued by agencies of the federal government, including, but not limited to, all regulations found at Title 24 of the Code of Federal Regulations. Any program income received by CONTRACTOR shall be returned to CITY, unless otherwise provided for in this Agreement. CONTRACTOR agrees to comply fully with all federal, state and local laws and court orders applicable to its operation and administration of said program, whether or not referred to in this Agreement. G. Debarment. To protect the public interest and ensure the integrity of Federal programs, CITY may only conduct business with responsible persons and may not make any award or permit any award to any party which is debarred or suspended or is otherwise excluded from or ineligible for participation in Federal assistance programs under Executive Order 12549, "Debarment and Suspension". See also 24 CFR 570.609. CONTRACTOR must review and sign EXHIBIT C "Debarment', which is attached hereto and incorporated herein by this reference. CONTRACTOR shall be in good standing, without suspension by the California Secretary of State, Franchise Tax Board or Internal Revenue Service. Any change in the corporate status or suspension of CONTRACTOR shall be reported immediately to CITY. H. Confidentiality. Without prejudice to any other provisions of this Agreement, CONTRACTOR shall, where applicable, maintain the confidential nature of information provided to it concerning participants in accordance with the requirements of federal and state law. However, CONTRACTOR shall submit to CITY or its representatives, all records requested, including audit, examinations, monitoring and verifications of reports submitted by CONTRACTOR, costs incurred and services rendered hereunder. I. Independent Contractor. CONTRACTOR agrees that the performance of obligations hereunder is rendered in its capacity as an independent contractor and that it is in no way an agent of CITY. J. Violation of Terms and Conditions. CONTRACTOR agrees that if CONTRACTOR violates any of the terms and conditions of this Agreement or any prior Agreement whereby ARPA SLFRF Funds were received by CONTRACTOR, or if City Council 22 — 122 2/7/2023 CONTRACTOR reports inaccurately, or if on audit there is a disallowance of certain expenditures, CONTRACTOR agrees to remedy the acts or omissions causing the disallowance and repay CITY all amounts spent in violation thereof. If CONTRACTOR engaged in fraudulent activity to obtain and/orjustify distribution or expenditure of the ARPA SLFRF Funds granted hereunder, CONTRACTOR shall be required to reimburse the CITY of all such funds that were obtained, distributed and/or spent under fraudulent circumstances. K. Fraud. CONTRACTOR shall immediately report all suspected or known instances and facts concerning possible fraud, abuse or criminal activity related to said program for the ARPA SLFRF Funds under this Agreement. L. Prohibited Use. CONTRACTOR hereby certifies and agrees that it will not use ARPA SLFRF Funds provided through this Agreement to pay for entertainment, meals or gifts, or other prohibited uses. M. Lobbvina. CONTRACTOR certifies that it will comply with federal law (31 U.S.C. 1352) and regulations found at 24 CFR Part 87, which provide that no appropriated funds may be expended by the recipient of a federal contract, grant, loan or cooperative agreement to pay any person for influencing or attempting to influence an officer or employee of any agency, Member of Congress, or an officer or employee of a Member of Congress in connection with awarding of any federal contract, the making of any federal grant or loan, entering into any cooperative agreement and the extension, renewal, amendment or modification of any federal contract, grant, loan or cooperative agreement. CONTRACTOR shall sign a certification to that effect in a form as set forth in Exhibit D, attached hereto and by this reference incorporated herein. CONTRACTOR shall submit said signed certification to CITY prior to performing any of its obligations under this Agreement and prior to any obligation arising on the part of CITY to pay any sums to CONTRACTOR under the terms and conditions of this Agreement. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit a "Disclosure Form to Report Lobbying," in accordance with its instructions (Exhibit E). N. Financial Interest. CONTRACTOR agrees that except for the use of administrative fees to pay salaries and other related administrative or personnel costs, no persons who exercise or have exercised any function with respect to administering said program under the terms of this Agreement, or who are in a position to participate in a decision -making process or gain inside information with regard to the administration of said program, may obtain a financial interest or benefit from said program, either for themselves or those with whom they have family or business ties, during their tenure or for one year thereafter. This prohibition applies to any person who is an employee, agent, consultant, officer, or elected or appointed official of CITY, or of any designated public City Council 22 — 123 2/7/2023 agency, or the CONTRACTOR. O. Labor Standards. The CONTRACTOR agrees to comply with the requirements of the Secretary of Labor in accordance with the Davis -Bacon Act as amended, the provisions of Contract Work Hours and Safety Standards Act (40 U.S.C. 327 et seq.) and all other applicable Federal, state and local laws and regulations pertaining to labor standards insofar as those acts apply to the performance of this Agreement. The CONTRACTOR agrees to comply with the Copeland Anti -Kick Back Act (18 U.S.C. 874 et seq.) and its implementing regulations of the U.S. Department of Labor at 29 CFR Part 5. The CONTRACTOR shall maintain documentation that demonstrates compliance with hour and wage requirements of this part. Such documentation shall be made available to the CITY for review upon request. P. Equal Employment Opportunities. CONTRACTOR shall make every effort to ensure that all projects funded wholly or in part by ARPA SLFRF Funds shall provide equal employment opportunities for minorities and women. Q. Women and Minority -Owned Businesses (W/MBE). CONTRACTOR will use its best efforts to afford small businesses, minority business enterprises, and women's business enterprises the maximum practicable opportunity to participate in the performance of this Agreement in accordance with the requirements of 2 CFR 200.321 "Contracting with small and minority businesses, women's business enterprises, and labor surplus area firms". As used in this Agreement, the term "small business" means a business that meets the criteria set forth in section 3(a) of the Small Business Act, as amended (15 U.S.C. 632), and "minority and women's business enterprise" means a business at least fifty-one percent (51%) owned and controlled by minority group members or women. For the purpose of this definition, "minority group members" are African -Americans, Spanish-speaking, Spanish surnamed or Spanish -heritage Americans, Asian -Americans, and American Indians. CONTRACTOR may rely on written representations by businesses regarding their status as minority and female business enterprises in lieu of an independent investigation. R. Drug Free Workplace. CONTRACTOR agrees to provide a drug -free workplace and to execute a certification as set forth in Exhibit F attached hereto and incorporated herein by this reference. S. Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards. The following requirements and standards must be complied with: 2 CFR Part 200 et al. CONTRACTOR shall procure all materials, property, or services in accordance with the requirements of 2 CFR 200.318-326. City Council 22 — 124 2/7/2023 III. CITY'S OBLIGATIONS A. Audit of Account. CITY shall include an audit of the account maintained by CONTRACTOR in CITY's audit of all ARPA SLFRF Funds in accordance with Title 24 of the Code of Federal Regulations and other applicable federal laws and regulations. B. Common Rule: Pursuant to 2 CFR 200.328(a), the CITY manages the day-to-day operations of each grant and subgrant supported activities. CITY staff has detailed knowledge of the grant program requirements and monitors grant and subgrant supported activities to assure compliance with federal requirements. Such monitoring covers each program, function and activity and performance goals are reviewed periodically. C. Project Expectations: CITY shall monitor the performance of CONTRACTOR against goals and performance standards required herein. The CONTRACTOR shall be responsible to accomplish the project expectations as set forth in Exhibit A, and report such results to the CITY. If the CONTRACTOR estimates such goals will not be met, the CONTRACTOR is to contact the CITY, at which time the CITY will determine if any adjustments to the grant award is appropriate. Substandard performance as determined by the CITY will constitute non-compliance with this Agreement. Should the CITY determine that the CONTRACTOR has not performed its obligations as stated in this contract in a satisfactory manner, or if the CITY determines that insufficient supporting information has been submitted, the CITY shall notify the CONTRACTOR in writing of its determination specifying in full detail the objections that it has to the CONTRACTOR's performance. If action to correct such substandard performance is not taken by the CONTRACTOR after being notified by the CITY, within a reasonable period of time as stipulated in the written notification, contract suspension or termination procedures will be initiated. IV. GENERAL PROVISIONS A. Non -Discrimination. 1. CONTRACTOR agrees to comply with Executive Order 11246, which requires that during the performance of this Agreement, CONTRACTOR agrees not to discriminate against any employee or applicant for employment because of race, religion, sex, color or national origin. Such action shall include, but not be limited to the following: employment, upgrading, demotion, or transfer, rates of pay or other forms of compensation, and selection for training, including apprenticeship. CONTRACTOR agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the CONTRACTOR setting forth the provisions of this nondiscrimination clause. 2. CONTRACTOR agrees to comply with Title VI of the Civil Rights Act of 1964, which indicates that no person shall, on the ground of race, color or national origin, be excluded from participation in, be denied the benefits of, or be subject to discrimination under any program of activity receiving federal financial assistance. City Council 22 — 125 2/7/2023 3. No person shall, on the grounds of race, sex, creed, color, religion, marital status, national origin, age, sexual orientation, or physical or mental handicap be excluded from participation in, be refused the benefits of, or otherwise be subject to discrimination in any activities, programs or employment supported by this Agreement. CONTRACTOR is prohibited from discrimination on the basis of age or with respect to an otherwise qualified handicapped person as provided for under Section 109 of the Housing and Community Development Act of 1974, as amended. 4. CONTRACTOR agrees to comply with the Age Discrimination Act of 1975, which requires that during the performance of this Agreement, CONTRACTOR agrees not to discriminate against any employee or applicant for employment because of age. Such action shall include, but not be limited to the following: employment upgrading, demotion, or transfer, rates of pay or other forms of compensation, and selection for training, including apprenticeship. CONTRACTOR agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the CONTRACTOR setting forth the provisions of this age discrimination clause. 5. CONTRACTOR agrees to comply with Section 504 of the Rehabilitation Act of 1973, which requires that no otherwise qualified individual with a disability in the United States, shall, solely by reason of his or her disability, be excluded from the participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving federal financial assistance or under any program or activity conducted by any executive agency or by the United States Postal Service. B. Conflict of Interest. Pursuant to the conflict of interest requirements set forth in 24 CFR 570.611 and 2 CFR 200.112, CONTRACTOR certifies that no member, officer, employee, agent or assignee of CITY having direct or indirect control of any ARPA SLFRF Funds granted to the CITY, inclusive of the subject ARPA SLFRF Funds, shall serve as an officer of CONTRACTOR. Further, any conflict or potential conflict of interest of any officer of CONTRACTOR shall be fully disclosed in writing prior to the execution of this Agreement and said writing shall be attached and deemed fully incorporated as a part hereof. Notice shall be sent by CONTRACTOR to CITY regarding any changes or modifications to its board of directors and list of officers. C. Special Certification for Religious Entities. If CONTRACTOR is a religious entity, CONTRACTOR hereby agrees that in connection with the provision of the services CONTRACTOR shall provide with ARPA SLFRF Funds, in accordance with 24 CFR 570.2000): 1. CONTRACTOR shall not discriminate against any employee or applicant for employment on the basis of religion and shall not limit employment or give preference in employment to persons on the basis of religion. 2. CONTRACTOR shall not discriminate against any person applying for the services CONTRACTOR agrees to provide under the terms of this Agreement on the basis A. City Council 22 — 126 2/7/2023 of religion and shall not limit such services or give preference to applicants for such services on the basis of religion. 3. CONTRACTOR shall NOT provide religious instruction or counseling, conduct any religious worship or services, or engage in any religious proselytizing, or exert any religious influence in the provision of the services in said program. The parties agree that this covenant is intended to and shall be construed for the limited purpose of assuring compliance with respect to the use of CITY funds by CONTRACTOR with applicable constitutional limitations respecting the establishment of religion as set forth in the establishment clause under the First Amendment of the United States Constitution and Article I, Section 4 of the California Constitution, and is not in any manner intended to restrict other activities of CONTRACTOR. 4. The portion of a facility used to provide public services assisted in whole or in part under this Agreement shall contain no sectarian or religious symbols. 5. Where the services to be provided under said program are rendered on property owned by the primarily religious entity CONTRACTOR, ARPA SLFRF Funds may also be used for minor repairs to such property, which are directly related to the cost of rendering the services under said program, where the cost constitutes in dollar terms only an incidental portion of the ARPA expenditure for rendering the services under said program. D. Prohibition of Nepotism. CONTRACTOR agrees not to hire or permit the hiring of any person to fill a position funded through this Agreement if a member of that person's immediate family is employed in an administrative capacity by CONTRACTOR. For the purposes of this section, the term "immediate family" means spouse, child, mother, father, brother, sister, brother-in-law, sister-in-law, father-in-law, mother-in-law, son-in-law, daughter-in-law, aunt, uncle, niece, nephew, stepparent and stepchild. The term "administrative capacity" means having selection, hiring, supervisor or management responsibilities. E. Notices. Notices to the parties shall, unless otherwise requested in writing, be sent by U.S. Mail, postage prepaid, and addressed as follows: TO CITY: City of Santa Ana Lauren Matthews Management Aide City Manager's Office 20 Civic Center Plaza P.O. Box 1988 Santa Ana, California 92702-1988 City Council 22 — 127 2/7/2023 TO CONTRACTOR: SEVA Collective Saanand Singh Sethee, Director 2552 Walnut Avenue, Suite 140 Tustin, CA 92780 F. Assignability. None of the duties of, or work to be performed by, CONTRACTOR under this Agreement shall be subcontracted or assigned to any agency, consultant, or person without the prior written consent of CITY. CONTRACTOR must submit all subcontracts and other agreements that relate to this Agreement to CITY. No subcontract or assignment shall terminate or alter the legal obligations of CONTRACTOR pursuant to this Agreement. G. Indemnification/Hold Harmless. CONTRACTOR shall indemnify, defend and save harmless CITY, its officers, employees, agents, representatives and volunteers from and against any and all damages to or for loss of use of property and for injuries to or death of any person or persons, including property and employees or agents of CITY, and shall defend, indemnify and save harmless CITY, its officers, employees, agents, representatives and volunteers from and against any and all claims, demands, suits, actions or proceedings of any kind or nature, including, but not by way of limitation, workers compensation claims and including attorney fees and reasonable expenses for litigation or settlement, resulting from or arising out of the negligent or wrongful acts, errors or omissions of CONTRACTOR, its officers, directors, employees, agents, subcontractors and suppliers arising out of CONTRACTOR's performance of this Agreement. H. Insurance. Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the Contractor, its agents, representatives, employees, or subcontractors. a. MINIMUM SCOPE AND LIMIT OF INSURANCE Coverage shall beat least as broad as: 1. Commercial General Liability (CGQ: Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. 2. Automobile Liability: Insurance Services Office Form Number CA 0001 covering, Code 1 (any auto), or if Contractor has no owned autos, Code 8 (hired) and 9 (non -owned), with limit no less than $1,000,000 (if program services includes transportation of youth, the limit shall be no City Council 22 — 128 2/7/2023 less than $5,000,000) per accident for bodily injury and property damage. (Not required if an automobile is not required to fulfill services.) 3. Workers' Compensation: insurance as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. 4. Sexual Abuse or Molestation (SAM) Liability: If the CGL policy referenced above is not endorsed to include affirmative coverage for sexual abuse or molestation, Contractor shall obtain and maintain a policy covering Sexual Abuse and Molestation with a limit no less than $1,000,000 per occurrence or claim. 5. If the Contractor maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. b. Other Insurance Provisions — The insurance policies are to contain, or be endorsed to contain, the following provisions: 1. Additional Insured Status: The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Contractor's insurance (at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if a later edition is used). 2. Primary Coverage: For any claims related to this contract, the Contractor's insurance coverage shall be primary coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Contractor's insurance and shall not contribute with it. 3. Notice of Cancellation: Each insurance policy required above shall state that coverage shall not be canceled, except with notice to the City. 4. Waiver of Subrogation: Contractor hereby grants to City a waiver of any right to subrogation which any insurer of said Contractor may acquire against the City by virtue of the payment of any loss under such insurance. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. 5. Self -Insured Retentions: Self -insured retentions must be declared to and approved by the City. The City may require the Contractor to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed City Council 22 — 129 2/7/2023 to provide, that the self -insured retention may be satisfied by either the named insured or City. 6. Acceptability of Insurers: Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the City. 7. Claims Made Policies: If any of the required policies provide coverage on a claims -made basis: 1. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work. 2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. 3. If coverage is canceled or non -renewed, and not replaced with another claims -made policy form with a Retroactive Date prior to the contract effective date, the Contractor must purchase "extended reporting" coverage for a minimum of five (5) years after completion of contract work. 8. Verification of Coverage: Contractor shall furnish the City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to City before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor's obligation to provide them. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. 9. Special Risks or Circumstances: City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. I. Termination. 1. This Agreement may be terminated on thirty (30) days' written notice by either party. In the event of such termination, CONTRACTOR shall only be entitled to reimbursement for approved expenses incurred to the effective date of termination. 2. This Agreement may be suspended or terminated by CITY upon five (5) days' written notice for violation by CONTRACTOR of Federal Laws governing the use of ARPA SLFRF Funds. In the event of such suspension or termination, CONTRACTOR shall only be entitled to reimbursement for approved expenses incurred up to the effective date of suspension or termination. 3. Pursuant to 2 CFR 200.340, in the event CONTRACTOR defaults by failing to fulfill all or any of its obligations hereunder, CITY may declare a default and termination of this Agreement by written notice to CONTRACTOR, which default and City Council 22 — 130 2/7/2023 termination shall be effective on a date stated in the notice which is to be not less than ten (10) days after certified mailing or personal service of such notice, unless such default is cured before the effective date of termination stated in such notice. If terminated for cause, CITY shall be relieved of further liability or responsibility under this Agreement, or as a result of the termination thereof, including the payment of money, except for payment for approved expenses incurred for services satisfactorily and timely performed prior to the mailing or service of the notice of termination, and except for reimbursement of: (1) any payments made for services not subsequently performed in a timely and satisfactory manner; and, (2) costs incurred by CITY in obtaining substitute performance. 4. The grant of funds under this Agreement may be terminated for convenience by either the CITY or CONTRACTOR, in whole or in part, by setting forth the reasons for such termination, the effective date, and, in the case of portion termination, their portion to be terminated. However, if in the case of a partial termination, the CITY determines that the remaining portion of the award will not accomplish the purpose for which the award was made, the CITY may terminate the award in its entirety. 5. The grant of funds under this Agreement may be terminated due to the non-performance of CONTRACTOR and/or failure of SUBRECIPENT to perform the work described in Exhibit A. 6. The grant of funds under this Agreement may be terminated due to the failure of the CITY to receive sufficient or anticipated funding for the ARPA program for any term subject to this Agreement. 7. In the event this Agreement is terminated as set forth in subparagraphs I(1) through 1(6), inclusive, CONTRACTOR agrees to immediately return to CITY upon CITY's demand and prior to any adjudication of CONTRACTOR's rights, any and all funds not used, and to comply with the Reversion of Assets requirements in this Agreement. J. Limitation of Funds. The United States of America may in the future place programmatic or fiscal limitations on the use of ARPA SLFRF Funds, which limitations are not presently anticipated. Accordingly, CITY reserves the right to revise this Agreement in order to take account of actions affecting ARPA program funding. In the event of funding reduction, CITY may, in its sole and absolute discretion, reduce the budget of this Agreement, may limit the rate of CONTRACTOR's authority to utilize funds, or may restrict CONTRACTOR's use of uncommitted funds. Where CITY has been directed to implement a reduction in funding, with respect to funding for this Agreement, CITY's City Manager or delegate is authorized to act for CITY in implementing and effecting such a reduction and in revising, modifying, or amending the Agreement for such purposes. If such a reduction in funding occurs, CONTRACTOR shall be permitted to de -scope accordingly. Where CITY has reasonable grounds to question CONTRACTOR's fiscal accountability or compliance with this Agreement, CITY may suspend the operation of this Agreement for up to sixty (60) days upon five (5) days written notice to CONTRACTOR of its intention to so act, pending an audit or other resolution of such questions. In no event, however, shall any revisions made by CITY affect expenditures and legally binding commitments made by City Council 22 — 131 2/7/2023 CONTRACTOR before it received notice of such revision, provided that such amounts have been committed in good faith and are otherwise allowable and that such commitments are consistent with ARPA SLFRF Funds withdrawal guidelines. K. Exclusivity and Amendment of Agreement. This Agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the use of CITY's ARPA SLFRF Funds by CONTRACTOR and contains all the covenants and agreements between the parties with respect to SUBRECIPIENT's administration of said program. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement or amendment hereto shall be effective unless executed in writing and signed by both CITY and CONTRACTOR. L. Laws Governing this Agreement. This Agreement shall be governed by and construed in accordance with the laws of the State of California, and all applicable federal laws and regulations. M. Validity and Severability. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. Whenever possible, each provision of this AGREEMENT shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this AGREEMENT is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions of this AGREEMENT. N. Waiver. No delay or omission by either party hereto to exercise any right or power accruing upon any noncompliance or default by the other party with respect to any of the terms of this Agreement shall impair any such right or power or be construed to be a waiver thereof. A waiver by either of the parties hereto of any of the covenants, conditions, or agreements to be performed by the other shall not be construed to be a waiver of any succeeding breach thereof or of any other covenant, condition or agreement herein contained. O. Federal Award Identification Information. CONTRACTOR's pertinent Federal Award Identification Information, including the Unique Entity ID created in SAM.gov. and Federal Award Identification Number (FAIN), as well as the applicable information for ARPA, are included in Exhibit G attached hereto and incorporated herein by this reference. P. Miscellaneous Provisions. 1. 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, City Council 22 — 132 2/7/2023 held by the signatory or is withdrawn. 2. All Exhibits and Attachments referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 3. This Agreement must be signed below and may be signed in counterpart and delivered by fax, email as a PDF (Portable Document Format) file attachment, or by other means that displays the original or a copy of the signatures. Any subsequent amendments may be signed and delivered in the same manner. {Signatures on following page} City Council 22 — 133 2/7/2023 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first written above. ATTEST: NORMA OROZCO Acting Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney JOSE MONTOYA Assistant City Attorney CONTRACTOR: Name: Saanand Singh Sethee Title: Director Seva Collective UEI #: TDB5XMRQAE11 EIN/TIN:86-1998980 CITY OF SANTA ANA KRISTINE RIDGE City Manager City Council 22 — 134 2/7/2023 I:*A:n:1rr_A City Council 22 — 135 2/7/2023 Proposal Submission for: Revive: Santa Ana Food Supply/ Distribution Programs Rfp No.: 22-166A By: The Seva Collective ,CO .\ 2 s� \� \, RlVING Hv� info@TheSevaCollective.org 1 714-584-75731 www.thesevacollective.org I @sevacollectiveofficial City Council 22 — 136 2/7/2023 Proposed Work Plan Program Design and Description: As described above, in the Services Provided section of our proposal, the food distribution services we currently engage in will continue to be implemented, albeit with a more robust operational quality. From startup to its current form, through much planning, trial and error, our model has settled on the streamlined operation we currently employ. To achieve this relied on the generous and continued dedication of a core set of volunteers who offered many hours of their time. We feel that The Seva Collective is at a junction, where many defined operational duties can be handed off to administrative and logistics staff, thereby freeing the directors to pursue a broader vision for the organization's capabilities in service of the Santa Ana community in the future. Currently at our bi-monthly distribution events we serve approximately 550 families, meaning over the course of a month we serve roughly 1100 families. We have an amazing volunteer base of over 600 people who have participated in distribution events and a cadre of about 40 volunteers who regularly attend. Our Core Volunteer Leadership team, including the directors, who are always in attendance, have streamlined a system by which to distribute 20 - 25 thousand pounds of food at each distribution. Food and supplies are identified, coordinated, gathered, loaded and trucked to the distribution location. Whereby the food is unloaded, sorted, and repackaged into individual family portions. The items are arrayed at several drive -through stations and a walk-up station to serve those residents who may not have access to transportation. To help organize the long line of cars that has been stacked in the parking lot of our distribution site at Villa Fundamental Intermediate School we have arranged for the generous help of the SAUSD DSO (District Security Officers) as well as the Santa Ana PD. The drives are conducted with safety, efficiency and respect at the forefront. Parking lot attendants monitor and regulate traffic, recipients are greeted warmly and notified of services and upcoming events, and food and other items are loaded into trunks and carts. Over the course of about 2 - 2.5 hours we are able to serve roughly 550 families all the provisions we have allotted for that week. If granted the award amount we plan on implementing the following broad organizational changes: Hire Administrative and Logistics Staff Lease Warehouse/Office Space within Santa Ana Retrofit Warehouse Space with Cold -Storage. Purchase Logistics Equipment (Truck, Forklift, etc.) By implementing these changes we can strengthen and expand our services by expanding nutritional value and increasing our service offering. Expand Nutritional Value Securing a regular supply of dairy, eggs and protein has been a challenge through our system of partners. We also know recipients value these products to create rounded meals for their families. By leveraging wholesale purchasing power, we feel that we could offer these products to our families providing them tremendous value at acceptable cost to the organization. By providing a more nutritionally rich offering, we can help recipients plan their meals more easily and provide a higher level of nutrition, which will lead to better overall health of the Santa Ana community that we serve. City Council 22 — 137 2/7/2023 10 Additionally, at times we face challenges when creating a nutritionally balanced food kit due to our lack of reliable and long term storage. Currently, our model relies upon all the available items to arrive just -in -time on the day or two leading up to the distribution. This can create logistical hurdles and any misstep could result in a nutritionally incomplete food kit for distribution. Having cold storage capability would allow us to store produce, eggs, dairy, meat and other cold -storage foods for a longer amount of time thereby opening up our logistical capabilities to accept a larger amount of these nutritionally rich items. It would also allow us to schedule receiving and storage of produce outside of our current short window. This capability would allow us to expand and better control our offerings to our recipients. Expanded Walk -In Service Our current model allows for recipients to receive food during the prescribed semi-monthly drives. We understand this can be constraining on those in need of our help and may exclude many families from receiving food when they need it. We often field calls during the week from families looking for food assistance immediately. Having a warehouse space in the city of Santa Ana will allow us to open our doors on a more regular basis. With a permanent location we will offer a weekly time slot for people to come in and receive food. This would expand the number of families we could serve significantly, as well as serve a population of people in more critical need of help. We anticipate that with an additional weekly time slot we would serve an additional 750 unduplicated households per year. EXPANDED NUTRITIONAL VALUE TASKS Hire Administrative Director Secure Lease on Warehouse Space Tenant Improvement and Cold Storage Identify Vendors Establish Food Safety Logistics Month 1 Month 2 Month 3 Month 4 City Council 22 — 138 2/7/2023 11 WEEKLY WALK-IN SERVICE TASKS Hire Administrative Director Secure Lease on Warehouse Space Engage in Community Outreach Month 1 Month 2 Month 3 Month 4 Our location, Villa Fundamental Intermediate School site, was chosen due to its proximity to many walkable HUD QCT Tracts (744.03, 744.07, 745.01, 744.05, 755.14). Based on a sample survey from those we have served, here is a map (below ml) showing where recipients come from. You can see a significant population that is attending are from the QCT tracts map (m2) that have been disproportionately impacted. We have gone to the heart of impacted communities, and have listened to what they need, and where the gaps are in their nutrition. We are dedicated to filling those gaps, and continually strive to implement best practices to serve the impacted and disproportionately impacted populations. m2(source: httos//www.huduseceov/portal/sadda/sadda act.html) ml YCube® 9n,v.e w .:, 'Crelge County 0'.w .. caoiae..ricm soon .i ..e , • ES>7r( e. �.. i.. � ■ • aewe�MYSeam® mmrvx.mmn...ruy,q�.w'r rtwmm5r uau�.+m.rweagrar [�rmo-ax. n. zon Map Satellite F1e1 �w u_ nrv, esaae O�-�a���E•� nl B91m a S1 isxw 1M,rz fi.el 151 IM0 550 '• wry i...rw u.u..i...n H135 eru eJsn S'nr ""1' roiml M21 sam �o�ei Uiw mw }e�,�. i6•� M v u IV 155.11 yy✓ �om r Y oaax qr.�r W 4. •+} Y 1 9orange Tl� • GIaUe15 1qfflIA VI0 �M�S C�1511Duee QConsuMEo 04"SgAtj4 a &IS Me Zoo aI e + 1 � a Tum . o-vwcs Materp High&Ma •• s u.rwa_ ('� ©'mageM m� Marconi Amamo5lve® of Oran�L�ly • / - Museum We anticipate a total of 3,500 unduplicated households annually during our food distribution events with an anticipated additional 750 unduplicated households served with the expanded walk-in services. City Council 22 — 139 2/7/2023 12 1. Details of food supply and/or food distribution services to be provided, the tasks to be accomplished, duration of the program and the deliverables to be provided. Services to be provided: We currently run food distribution drives twice per month at Villa Fundamental School in Santa Ana. We would like to continue these drives, as well as add programming that could benefit residents of Santa Ana during some of our non -drive days. If we receive this grant, we will be able to obtain warehouse space to help meet the needs of the community mid -week. Currently, due to lack of budget, it is very difficult to provide service to residents on days that we are not holding our scheduled drives. Our goal would be to provide services in terms of emergency food assistance on other days/times as well with our Walk -In Service. Additionally, we would like to increase our nutritional value of the food that is being distributed to the population, ensuring that well-balanced, protein rich and nutritious foods reach each family we serve. Tasks to be accomplished: In order to implement the proposed services, we would need to complete the following steps: Hire administrative and logistics staff, lease warehouse/office space within Santa Ana, retrofit the space with adequate storage capabilities and purchase transportation equipment (e.g. a truck, forklift, etc) to manage and move our supply. (See above for timeline of implementation) Duration of the program: The goal is for the program duration to be ongoing. The broader vision of The Seva Collective is to be embedded within the city of Santa Ana as a resource for consistent and reliable food distribution for all vulnerable populations for years to come. As long as we are able to obtain and maintain sustainable funding from all of our sources, we will continue to be a stable permanent food source for the community of Santa Ana. 2. Details of target population: Our target population is anyone in need of food assistance. We have focused on being easily accessible to the densest population of impacted and disproportionately impacted peoples. The majority of the recipients are working poor, with families, whose financial commitments are greater than the funds they have available. Many times they are deciding between buying basic food items, unable to even think about sourcing fresh, nutritious food, and fulfilling a living need such as: paying rent, changing a tire, or paying for necessary medical or dental treatment. Our target population to serve are those that have been hit by COVID and inflation who need assistance to make their ends meet, and ensure their families receive well-balanced, protein rich and nutritious foods regardless of their situation. 3. Details of unmet need: The need within the city of Santa Ana is evidenced by the tremendous demand of the recipients related to us by their stories. It is made apparent by their willingness to line up for our food drives, often waiting for over 3 hours before our start time. This has happened during the height of the pandemic, and continues to this date. Santa Ana is a city with several food deserts and high food insecurity, and we hope to continue to provide services in whatever way we can to help meet this need. One key factor that we have been told again and again, is that there are many food pantries around, however one thing that sets Seva Collective apart is our dedication and commitment to serving fresh and nutritious produce at all of our food distribution events. 4. Details of collaborations with local organizations: The Seva Collective has been fortunate to have developed many partners over the past 2.5 years of holding these food drives. From our first drive, in May of 2020, we have City Council 22 — 140 2/7/2023 13 had Santa Ana Police Department assist with traffic coordination and management. They have been an invaluable resource to help keep the miles -long line running smoothly and efficiently, at whatever location we have been at. Since February 2021, the Seva Collective has partnered with Santa Ana Unified School District, who has helped provide a location for us to hold our food drives. The district has been very supportive in the continuation of the food drives, and have extended our ability to hold them at Villa Fundamental. The Seva Collective has also partnered with the Orange County Food Bank, where we are able to obtain donated food as well as purchase food for our drives. The Seva Collective also partnered with Sikh Center of Orange County, where we were fortunate to be able to hold our drives almost every week of 2020, beginning in May. We also built a strong relationship with the Santa Ana City Manager's office, with whom we share our food pantry flyers for every drive and they help distribute the information to the community members who need it. We hope to continue building relationships and collaborate with local organizations as we continue to do this work in Santa Ana. 5. Details of innovation in program/service delivery: The food distribution process has made a seemingly long-lasting shift after the pandemic. We visited and consulted several food distributions who have been in place prior to the pandemic in a "storefront style" format, where recipients would enter the food pantry and get food inside. However, what we have learned is that the drive -through (and also walk-up) food distribution allows for food pantries to serve many more people more efficiently and effectively. Many prior "storefront" food pantries are now making a permanent shift to drive -through format food drives. The Seva Collective's goal is to have a hybrid system, where we continue to hold drive -through food pantries, where we are able to make pre -packaged baskets of fresh produce as well as shelf -stable food packages to provide to every car who comes through and we are able to have expanded walk-in services for those who are unable to attend the larger food distribution events. We would ideally like to be able to provide expanded nutritional items such as milk and eggs, which we would purchase and hold in refrigerated units if we are able to. The key to our innovation, implementation and success at running these food distribution events is our motto "doing good for all.' We do not require or request pre -registration prior to attending the distribution and receiving food. We have realized that pre -registration prior to a large distribution event becomes a hurdle for those families and populations most impacted and who have the most need. City Council 22 — 141 2/7/2023 14 The Seva Collective will comply with the State and Local Fiscal Recovery Funds, Compliance and Reporting responsibilities for the following categories, Negative Economic Impacts and Household Assistance: Food Programs. We understand that we must comply with the Statutory Eligible Uses, Treasury's Interim Final Rule, Uniform Guidance (2 GFR) and any other Award Terms and Conditions. We understand that there are four Eligible and certain Restricted Uses for these funds, and we fall under the Negative Economic Impacts and Household Assistance Food Programs sections. We also understand that Eligible Cost Time Frame currently are for Eligible costs incurred once the grant has been awarded and December 31, 2024. With additional funds possibly obligated by December 31, 2024 and expended by December 31, 2026. Most importantly we understand that the Reporting Requirements typically include an initial interim report, quarterly or annual Project and Expenditure reports and a Recovery Plan. Our interim report will include the Initial overview of status and uses of funding, and it will be due one time. Our Project and Expenditure reports are due quarterly and will cover the types of projects funded, our financial data and any information on contracts, grants and subawards when applicable. Our Recovery Plan is due annually and covers our approach and objectives, descriptions of funded projects, performance and evidence information and how we are promoting equity. We further understand that our recovery plan must be published on our public -facing website as well as submitted to the City and Treasury, and that some data from the Recovery Plan will be entered into the Treasury reporting system. We understand that a Recovery plan must include: Executive Summary, Use of Funds, Promoting Equitable Outcomes, Community Engagement, Labor Practices and Use of Evidence. It should also cover project inventory with a table of expenses by expenditure category and Project Inventory. Lastly at minimum it should cover program data and performance indicators including Performance Report, Required Performance Data and Ineligible Activities: Tax Offset Provisions. For Project and Expenditure reports, we understand that the Project Demographic Distribution reporting is key. We will identify whether or not the project is serving an economically disadvantaged community, based on if: program or service is provided at a physical location in a Qualified Census Tract (QCT) (which it is), Primary intended beneficiaries live within a OCT (the majority of recipients are local to the OCT, eligibility criteria are such that the primary intended beneficiaries earn less than 60 percent of the median income; or that eligibility criteria are such that over 25 percent of intended beneficiaries are below the federal poverty line; based upon the expenditure category Household assistance. We will be able to provide Evidence of Use by maintaining and sharing food distribution totals for each event, pictures of events, testimony from recipients, testimony from volunteers, and corroboration from participating local agencies (e.g. Santa Ana Unified School District, Santa Ana Police Department, local organizations such as OC Food Bank, etc). Our current distribution site serves the QCTs within Santa Ana. Our robust and redundant notification systems to recipients ensures that we effectively reach residents of the QCTs surrounding our distribution site. We are City Council 22 — 142 2/7/2023 15 regularly flyering, display roadway signage, forward advertisement through the school district, advertisement through city offices, being available through county services lines, and maintain a large text message database. And of course, the distribution events themselves are a very visible, repetitive presence in the community. Our service is within walking distance of the following OCT Tracts: 744.03, 744.07, 745.01, 744.05, 755.14, as well as being within a short driving distance to the nine other ACT's within Santa Ana. As you can see on the map below, we are situated right in the heart of not only the QCTs, but also many LIHTCs (Low Income Housing Tract Communities) as well. (source: httos://www.huduser.eov/portal/sadda/sadda act.html) —.., zozn w�.�,i.a...•m. w.y�.m, �uro,aot....rr.,a� m. pa.n� a.puurmar. aw+.r., amn. za, znz:� IMP riw.na�w+i psmxomw,orn¢.-e.uen loam r.� Eam..in�vr,rMc. uoo,�r�.i iA ]m1 O zm: —1 1 _ Map Satellite Our procedures, recording and expenditures intend to comply with 2 CFR part 200 (Uniform Administrative) Requirements. We understand that as a non -Federal entity we are responsible for the efficient and effective administration of the Federal award through the application of sound management practices. We will measure our performance to show that we are achieving our program goals and objectives. The Seva Collective is currently under the threshold of $750,000 in federal grants, therefore Audits are not required. However, we will comply with all reporting requirements that are laid out in 2 CFR part 200. We will bring on someone to assist with our reporting and auditing so we can ensure we stay in compliance. The Seva Collective will submit monthly reports in a form supplied by the City in whichever format they prefer. Seva will utilize City -provided tracking forms to document recipients and their demographic and need data. The Seva Collective will also comply with all City, federal, and state reporting requirements in a timely manner. Reports shall be provided to the City upon request or regularly at a frequency to be determined by the City. The Seva Collective will provide monthly reports in form supplied by the City to the City's Project Manager that will include the following: the quantity of food distributed; the number of households to which food was distributed, the date(s) of distribution event(s), the location of the distribution event(s),; and the distribution event time frame and number of hours. Once again, in order to ensure that we maintain compliance we will work with an outside consultant who is well versed in 2 CFR part 2000 (Uniform Administrative Requirements) Reporting. City Council 22 — 143 2/7/2023 16 iv. Suggestions or Current Concerns We do not currently have any suggestions or current concerns at this time. v. Description of Deliverables and Implementation Plan. As described above, in the Services Provided section of our proposal, the food distribution services we currently engage in will continue to be implemented, albeit with a more robust operational quality. Currently at our bi-monthly distribution events we serve approximately 550 families, meaning over the course of a month we serve roughly 1100 families, which we will continue to do. We also intend to expand our national value in terms of offering more dairy, eggs and protein to our recipients. Additionally, we intend to implement a weekly walk-in service to broaden our availability and serve more families. Please refer to the charts below to view our implementation timeline. I*NJilZIDI4•11tell r:1Ill III M0F_1W/11ILaa TASKS Month 1 Month 2 Month 3 Month 4 Hire Administrative Director Secure Lease on Warehouse Space Tenant Improvement - and Cold Storage Identify Vendors Establish Food - Safety Logistics WEEKLY WALK-IN SERVICE TASKS Month 1 Month 2 Month 3 Month 4 Hire Administrative Director Secure Lease on Warehouse Space Engage in Community - Outreach City Council 22 — 144 2/7/2023 17 EXHIBIT B City Council 22 — 145 2/7/2023 Budget Proposal Line Revenue Program or Project Grant Request 1 Grants $250,000 $250,000 2 Contracts $0 $0 3 Corporate contributions $7,500 $0 4 Foundation Matching Funds $10,000 $0 5 Donations from Individuals & Trusts $40,000 $0 6 Fees for services $0 $0 7 Fundraisers, events, sales $0 $0 8 Endowment $0 $0 9 Interest income $0 $0 10 Miscellaneous $0 $0 11 Total $307,500 $250,000.00 12 In -kind $1,136,800 $0.00 13 Total Revenue $1,444,300 $250,000 Line Expenses Program or Project Grant Request 14 Staff salaries and wages $75,000 $55,000 15 Fringe benefits $6,000 $3,000 16 Rent $45,000 $29,000 17 Utlities, etc $5,000 $5,000 18 Refrigerated Truck Lease $36,000 $36,000 19 Truck Maintanence, Repairs, Registration, etc $15,000 $15,000 20 Material Handling Equipment $5,000 $5,000 21 Insurances $10,000 $3,000 22 Expansion of Nutritional Value (e.g. Milk, Eggs, etc) $76,000 $76,000 23 Supplies and materials $7,000 $3,000 24 Printing and copying $2,000 $2,000 25 Community Outreach $3,000 $3,000 26 Telecommunications $2,000 $0 27 Volunteer $5,500 $0 28 Contract services $10,000 $10,000 City Council 22 - 146 2/7/2023 20 29 Miscellaneous $5,000 $5,000 30 Staff and volunteer training $0 $0 31 Subtotal $307,500 $250,000 32 General operating (indirect) $0 $0 33 Total $307,500 $250,000 34 In -kind 35 Services Rendered: 36 Director: Logistics and Transportation $39,000 $0 37 Director: Community Outreach & Engagement $27,300 $0 38 Director: Strategic Relationships Management $27,300 $0 39 Director: Administrative Management $31,200 $0 40 Administrative Offices $12,000 $0 41 Baked Goods $60,000 $0 42 Fresh Produce $550,000 $0 43 Pantry Staple Items $325,000 $0 44 Non -Food Items $65,000.00 $0 45 Total In -kind $1,136,800 $0 46 Total Expenses $1,444,300 $250,000 47 Revenue over Expenses $0 $0 We have strong reserves to handle our cash flow needs for the time between expenditures and reimbursement. Additionally we have been supported by a network of private and corporate benefactors as well as philanthropic foundations. They have pledged to step in additional funds as needed due to the expansion of services. We believe it is quite feasible to maintain the necessary cash flow requirements that will be needed during the interim reimbursement periods. City Council 22 — 147 2/7/2023 21 EXHIBIT C City Council 22 — 148 2/7/2023 (9) CITY OF SANTA ANA ATTACHMENT H CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY AND VOLUNTARY EXCLUSION LOWER TIER COVERED TRANSACTIONS This certification is required by the regulations implementing Executive Order 12549, Debarment and Suspension, 29 CFR Part 98, Section 98.510, Participants' responsibilities. The regulations were published as Part VI of the May 26, 1988 Federal Register (pages 19160-19211). (BEFORE COMPLETING CERTIFICATION, READ INSTRUCTIONS FOR CERTIFICATION —on following page) (1) The prospective recipient of federal assistance funds certifies, by submission of this proposal, that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any federal department or agency. (2) Where the prospective recipient of federal assistance funds is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal. Ravin Kaur Kohli Name and Title of Authorized Representative Signature Director 12/14/2022 Date THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. City Council 22 — 149 2/7/2023 (a CITY OF SANTA ANA INSTRUCTIONS FOR CERTIFICATION By signing and submitting this proposal, the prospective recipient of federal assistance funds is providing the certification as set out below. 2. The certification in this clause is a material representation of fact upon which reliance was placed when this transaction was entered into. If it is later determined that the prospective recipient of federal assistance funds knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government, the Department of Labor (DOL) may pursue available remedies, including suspension and/or debarment. 3. The prospective recipient of federal assistance funds shall provide immediate written notice to the person to which this proposal is submitted if at any time the prospective recipient of federal assistance funds learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances. 4. The terms "covered transaction," "debarred," "suspended," "ineligible," 'lower tier covered transaction," "participant," "person," "primary covered transaction," "principal," "proposal," and "voluntarily excluded," as used in this clause, have the meanings set out: in the Definitions and Coverage sections of rules implementing Executive Order 12549. You may contact the person to which this proposal is submitted for assistance in obtaining a copy of those regulations. 5. The prospective recipient of federal assistance funds agrees by submitting this proposal that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the DOL. 6. The prospective recipient of federal assistance funds further agrees by submitting this proposal that it will include the clause titled "Certification Regarding Debarment, Suspension, Ineligibility and voluntary exclusion - Lower Tier Covered Transactions," without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions. 7. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not debarred, suspended, ineligible, or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous. A participant may decide the method and frequency by which it determines the eligibility of its principals. Each participant may, but is not required to check the List of Parties Excluded from Procurement or Non - Procurement Programs. 8. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. 9. Except for transactions authorized under paragraph 5 of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal Government, the DOL may pursue available remedies, including suspension and/or debarment. City Council 22 — 150 2/7/2023 EXHIBIT D City Council 22 — 151 2/7/2023 CITY OF SANTA ANA ATTACHMENT D NON -COLLUSION AFFIDAVIT (Title 23 United States Code Section 112 and Public Contract Code Section 7106) To the CITY OF SANTA ANA In accordance with Title 23 United States Code Section 112 and Public Contract Code 7106 the proposer declares that the proposal is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the proposal is genuine and not collusive or sham; that the proposer has not directly or indirectly induced or solicited any other proposer to put in a false or sham proposal, and has not directly or indirectly colluded, conspired, connived or agreed with any proposer or anyone else to put in a sham proposal, or that anyone shall refrain from bidding; that the proposer has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the proposal price of the proposer or any proposer, or to fix any overhead, profit, or cost element of the proposal price, or of that of any other proposer, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained.in the proposal are true; and, further, that the proposer has not, directly or indirectly, submitted his or her proposal price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham proposal. Note: The above non -collusion affidavit is part of the proposal. Signing this proposal on the signature portion thereof shall also constitute signature of this non -collusion affidavit. Proposers are cautioned that makingja4alr a certification may subject the certifier to criminal prosecution. State of C/� , County of Subscribed and sworn to (or affirmed) before-tne on this day of , 20_, by , proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me. 'See Al/ached Nota VPub,ic Dc, Notary Public Signature Notary Public Seal THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. City Council 22 — 152 2/7/2023 CALIFORNIA JURAT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document, to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA } COUNTY OF O rah Subscribed and sworn to (or affirmed) before me on this / day of De" v Oo2°z Dore Month Year by Puv;n K6+yr kOki; Name of Signer proved to me on the basis of satisfactory evidence to be the person() who appeared before me. `N •. JONATHAN B. GOMEZ MENDOZA Notary Public - California Signature: Orange County tgt0 nature of Notary Public Commission # 2406730 - *Q, My Comm. Expires Jun 2, 7026 Seal Place Notary Seal Above ------------------------------------------- -------- OPTIONAL ----------------------------------- Though this section is optional, completing this information can deter alteration of the document or fraudulent attachment of this form to on unintended document. Description of Attached Document'v� �!/,S do �l Fr A GHQ✓ Title or Type of Document: Document Number of Signer(s) Other Than Named EXHIBIT E City Council 22 — 154 2/7/2023 (9) CITY OF SANTA ANA ATTACHMENT E NON -LOBBYING CERTIFICATION The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: (1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure of Lobbying Activities," in conformance with its instructions. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier subcontracts, which exceed $100,000 and that all such subrecipients shall certify and disclose accordingly. Signed: Title: Ravin Kaur Kohli Firm: The Seva Collective Date: 12/14/2022 THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. City Council 22 — 155 2/7/2023 EXHIBIT F City Council 22 — 156 2/7/2023 E CITY OF SANTA ANA ATTACHMENT DRUG -FREE WORKPLACE Certification Regarding Drug -Free Workplace Requirements The certification set out below is a material representation upon which reliance is placed by the U.S. Department of Housing and Urban Development in awarding the grant. If it is later determined that the contractor knowingly rendered a false certification, or otherwise violates the requirements of the Drug - Free Workplace Act, the U.S. Department of Housing and Urban Development, in addition to any other remedies available to the Federal Government, may take action authorized under the Drug -Free Workplace Act. [y:1:i9IlNCA1111OQ21 A. The contractor certifies that it will provide a drug -free workplace by: (a) Publishing a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession or use of a controlled substance is prohibited in the contractor's workplace and specifying the actions that will be taken against employees for violation of such prohibition; (b) Establishing a drug -free awareness program to inform employees about— (1) The dangers of drug abuse in the workplace; (2) The contractor's policy of maintaining a drug -free workplace; (3) Any available drug counseling, rehabilitation, and employee assistance program; and (4) The penalties that may be imposed upon employees for drug abuse violations occurring in the workplace; (c) Making it a requirement that each employee who will be engaged in the performance of the grant be given a copy of the statement required by paragraph (a); (d) Notifying the employee in the statement required by paragraph -(a) that, as a condition of employment under the contract, the employee will - (1) Abide by the terms of the statement; and (2) Notify the employer of any criminal drug statute conviction for a violation occurring in the workplace no later than five days after such conviction. (e) Notifying the U.S. Department of Housing and Urban Development within ten days after receiving notice under subparagraph (d)(2) from an employee or otherwise receiving actual notice of such conviction; (f) Taking one of the following actions, within 30 days of receiving notice under subparagraph (d)(2), with respect to any employee who is so convicted - City Council 22 — 157 2/7/2023 W CITY OF SANTA ANA ( 1) Taking appropriate personnel action against such an employee, up to and including termination; or (2) Requiring such employee to participate satisfactorily in a drug abuse assistance or rehabilitation program approved for such purposes by a Federal, State, or local health, law enforcement, or other appropriate agency; (g) Making a good faith effort to continue to maintain a drug -free workplace through implementation of paragraphs (a), (b), (c), (d), (e) and (f). B. The contractor shall insert in the space provided on the attached 'Place of Performance" form the site(s) for the performance of work to be carried out with the grant funds (including street address, city, county, state, and zip code) .the contractor further certifies that, if it is subsequently determined that additional sites will be used for the performance of work under the contract, it shall notify the U.S. Department of Housing and Urban Development immediately upon the decision to use such additional sites by submitting a revised 'Place of Performance" form. The Seva Collective Organization (Ravin Kaur Kohli) 12/14/2022 Authorized Signature Date THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. City Council 22 — 158 2/7/2023 (9) CITY OF SANTA ANA ATTACHMENT DRUG -FREE WORKPLACE (CONTINUED) PLACE OF PERFORMANCE FOR CERTIFICATION REGARDING DRUG -FREE WORKPLACE REQUIREMENTS The Seva Collective I Ravin Kaur Kohli 12/14/2022 The Contractor shall insert in the space provided below the site(s) expected to be used for the performance of work under the contract covered by the certification: Place of Performance (include street address, city, county, state, zip code for each site): 2552 Walnut Ave, #140, Tustin, CA 92780 - HQ/Admin Offices 1441 E Chestnut Ave, Santa Ana, CA 92701 - Distribution Site TBD - looking for an additional space in Santa Ana THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. City Council 22 — 159 2/7/2023 EXHIBIT G City Council 22 — 160 2/7/2023 (2) CITY OF SANTA ANA ATTACHMENT G FEDERAL AWARD IDENTIFICATION INFORMATION The General Program Requirements were designed to provide the framework where the CONTRACTOR will provide ARPA programs identified in this attachment. I. GOVERNANCE The CONTRACTOR agrees to comply, remain informed, and deliver services consistent with the provisions of ARPA. Where local policy has not been set, the CONTRACTOR agrees to adhere to state and/or federal policy, as appropriate. II. GOVERNANCE REFERENCES A. Additional state and federal agencies that provide funding to the CITY may be incorporated herein. B. Information Bulletins, Directives, and any other federal and state guidance documents pertaining to the ARPA SLFRF Funds. C. Actions, directives, and policy and procedures issued by the CITY. D. CITY policies, as applicable. III. CONTRACTOR/CONTRACTOR DETERMINATION: In accordance with the requirements of 2 CFR 200.330 (CONTRACTOR and Contractor determination) and for the purpose of this CONTRACT, CONTRACTOR is determined to be a CONTRACTOR. City Council 22 — 161 2/7/2023 (9) CITY OF SANTA ANA IV. FEDERALAWARD IDENTIFICATION FAIN INFORMATION A- CONTRACTOR Name: The Seva Collective CONTRACTOR'S Unique B. Entity Identifier UEI : Federal Award C. Identification Number (FAIN): D. Federal Award Date: E. Subaward Period of Performance: Total Amount of Federal F. Funds Obligated by the Action: Total Amount of Federal G. Funds Obligated to the CONTRACTOR: H. Total Amount of the Federal Award: Federal Award Project ARPA SLFRF Description: J. Federal Awarding Agency: U.S. Department of the Treasury K. Name of PTE: L. Contact Information for the Kristine Ridge, City Manager Awarding Official: Phone Number: (714) 647-5200 E-mail Address: kridge(dsanta-ana.org M. CFDA Number: CFDA Name: ARPA N. Whether Award is R&D: O Indirect Cost Rate for the Federal Award: THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. City Council 22 — 162 2/7/2023 Laxt updared h, Saaoat,d Stag1, Sethee arz Dec 21, 2022a, 03 41 PM1f L SAKGOVe THE SFTb CGLLFCTIVF. THE SEVA COLLECTIVE Unique Entity ID TDB5XMRQAEI I Registration Status Active Registration Physical Address 2552 Walnut AVE STE 140 Tustin, California 92780-6970 United States CAGE/NCAGE (blank) Expiration Date Dec 21. 2023 Mailing Address 2552 Walnut AVE STE 140 Tustin, California 92780-6970 United States Purpose of Registration Federal Assistance Awards Only Doing Business as Division Name Division Number (blank) (blank) (blank) Congressional District State / Country of Incorporation URL California 45 California / United States wwwAhesevacollective.org Registration Dates Activation Date Submission Date Initial Registration Date Dec 23, 2022 Dec 21, 2022 Dec 21, 2022 Entity Dates Entity Start Date Fiscal Year End Close Date Feb 1, 2021 Dec 31 Immediate Owner CAGE Legal Business Name (blank) (blank) Highest Level Owner CAGE Legal Business Name (blank) (blank) Executive Compensation Registrants in the System for Award Management (SAM) respond to the Executive Compensation questions in accordance with Section 6202 of P.L. 110-252, amending the Federal Funding Accountability and Transparency Act (P.L. 109-282). This information is not displayed in SAM. It is sent to USAspending.gov for display in association with an eligible award. Maintaining an active registration in SAM demonstrates the registrant responded to the questions. Proceedings Questions Registrants in the System for Award Management (SAM.gov) respond to proceedings questions in accordance with FAR 52.209-7, FAR 52.209-9, or 2. C.F.R. 200 Appendix Al. Their responses are displayed in the responsibility/qualification section of SAM.gov. Maintaining an active registration in SAM.gov demonstrates the registrant responded to the proceedings questions. Active Exclusions Records? No I authorize my entity's non -sensitive information to be displayed in SAM public search results: Yes Business Types Entity Structure Entity Type Organization Factors Corporate Entity City Council 22 — 163 2/7/2023 Profit Structure Non -Profit Organization httFa O.v,on'u, ""nru)"', [ "I Z Lax1 updared h, Saaoaod Stag1, .Sethee ar, Dec 21, 1011 ae 03 41 PAI THE SFT'f COLLFCTIVF. Socio-Economic Types Minority Owned Business Woman Owned Business Subcontinent Asian (Asian -Indian) American Owned Check the registrant's Reps R Certs, if present, under FAR 52.212-3 or FAR 52.219-1 to determine if the entity is an SBA -certified HUBZone small business concern. Additional small business information may be found in the SBA's Dynamic Small Business Search if the entity completed the SBA supplemental pages during registration. Accepts Credit Card Payments Debt Subject To Offset Yes No EFT Indicator CAGE Code 0000 (blank) Electronic Business 9. 2552 Walnut AVE Saanand S Sethee Suite 140 Tustin, California 92780 United States Government Business 9. 2552 Walnut AVE Ravin K Kohli Suite 140 Tustin, California 92780 United States Service Classifications NAICS Codes Primary NAICS Codes NAICS Title Disaster Response This entity does not appear in the disaster response registry City Council 22 — 164 2/7/2023 lvtt" A..on.gor.... nrv/LV65XMR EII/n•r, Uam?llama=.lcrivo )"' = "I Z Department of the Treasury Date: Internal Revenue Service 08/12/2021 Tax Exempt and Government Entities EmployorlD numcan IRS P.O. Box 2508 86-1998980 Cincinnati. OH 45201 Person to contact: Name: Customer Service ID number 31954 Telephone: (877)829-5500 THE SEVA COLLECTIVE Accounting period ending: C/O BANDANA KAUR SINGH December 31 2552 WALNUT AVE SUITE 140 Public charity status: TUSTIN, CA 92780-6970 509(a)(2) Form 990 l 990•EZ l 990•N required: Yes Effective date of exemption: February 05, 2021 Contribution deductibility: Yes Addendum applies: No DLN: 2.6053531006111 Dear Applicant: We're pleased to tell you we determined you're exempt from federal income tax under Internal Revenue Code (IRC) Section 501(c)(3). Donors can deduct contributions they make to you under IRC Section 170. You're also qualified to receive tax deductible bequests, devises, transfers or gifts under Section 2055, 2106, or 2522. This letter could help resolve questions on your exempt status. Please keep it for your records. Organizations exempt under IRC Section 501(c)(3) are further classified as either public charities or private foundations. We determined you're a public charity under the IRC Section listed at the top of this letter. If we indicated at the top of this letter that you're required to file Form 990/990-FZ/990-N, our records show you're required to file an annual information return (Form 990 or Form 990-EZ) or electronic notice (Form 990-N, the e-Posteard). If you don't file a required return or notice for three consecutive years, your exempt status will be automatically revoked. If we indicated at the top of this letter that an addendum applies, the enclosed addendum is an integral part of this letter. For important information about your responsibilities as a tax-exempt organization, go to www.irs.gov/tharities. Enter "4221-PC" in the search bar to view Puhlication 4221-PC, Compliance Guide for 501(c)(3) Public Charities, which describes your recurdkeeping, reporting, aid disclosure requirements. City Council Sincerely, yr� a - . sytLYklcs�_ Stephen A. Martin Director, Exempt Organi7ations Rulings and Agreements 22 — 165 Letter 947 (Rev. 2-2020) 0 35152f 3� L s z°1 o _ �z 1Ory r v O 'Em as 3i as ;z as z;i e i N ° yy N o t u E emu, �z.o 3£•EE r.� $o d �� rS Cie c `e o ;,= 3' 2• b � � � � o; E c` u e•�E'di c� u o � Ei E °r6 �G, `�•E 9•Co � '� e� a. p`o fe < 4 ci+ry. o v1 i' � c � y A C l' n u C y � ., � ✓J c a Yy s i ti_G 2 b e• �a i `G � c n t °' ` J � E `o S � rz L S O d O C O N N c c S �• O '.'-. 8 0 Sc' o `cat G ci -� E o c• d m V� �' N V Eion zc6 c -� �� C.l r a Vl 4 y a o v a J u c u e W Finance and Management Services www.santa-ana.org/finance Item # 23 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report February 7, 2023 TOPIC: City-wide Cashiering Software and Hardware Upgrades including accompanying Support & Maintenance Services AGENDA TITLE: Approve a Master Renewal Agreement with System Innovators for Citywide Europay, MasterCard, and Visa ("EMV") Chip & PIN Credit Card Hardware Purchases and Payment Card Industry Data Security Standard ("PCI DSS") Cashiering Software System Upgrades to the City's existing "iNovah" Centralized Cashiering System, in an Amount not to Exceed $765,032 and Approve a Corresponding Support and Maintenance Agreement for the City's Upgraded Cashiering system, Including Ongoing Professional Software and Hardware services in an Amount not to Exceed $592,946 (General and Non -General Fund) RECOMMENDED ACTION 1. Authorize the City Manager to execute a master renewal agreement with System Innovators, a division of N. Harris Computer Corporation, for a comprehensive upgrade of iNovah, the City's revenue management and cashiering software system, necessary for EMV Chip & PIN credit card transactions and PCI DSS compliance. The master renewal agreement would include related payment terminal hardware purchases and a software system upgrade, plus contingent options for software integrations with PRCSA's Centaman Zoo Ticketing System, CivicRec Reservation System and, plus PBA's Clariti Land Management System, and CDA-Housing's Rental Registry Fee Program System, commencing February 7, 2023, and expiring December 31, 2025, with a provision for two (2) renewal options of three (3) years, and one (1) year; respectively, ending December 31, 2029 in an amount not to exceed $765,032, which includes a contingency of $562,262 for the life of the agreement subject to non -substantive changes approved by the City Manager and City Attorney. 2. Authorize the City Manager to execute a corresponding Support and Maintenance Agreement with System Innovators, a division of N. Harris Computer Corporation, for on -going software and hardware support and maintenance of the upgraded iNovah cashiering system, commencing February 7, 2023, and expiring December 31, 2025, with a provision for two (2) renewal options of three (3) years, and one (1) year; respectively, ending December 31, 2029 in an amount not to exceed $592,946, City Council 23 — 1 2/7/2023 Renewal Agreement with System Innovators February 7, 2023 Page 2 which includes a contingency of $77,341 for the life of the agreement subject to non - substantive changes approved by the City Manager and City Attorney. DISCUSSION The following City agencies utilize N. Harris Computer Corporation, System Innovators, iNovah cashiering software and hardware to process the receipt of City revenues: Finance & Management Services Agency, Parks, Recreation & Community Services Agency, and the Santa Ana Police Department. Specifically, this includes payments for Municipal Utility Services ("MUS") bills, Business License Tax, Hotel Visitors' Tax, Utility Users' Tax, Parking Citations, and all other payments processed throughout City facilities. To improve the security of in -person payment transactions for Santa Ana residents and to minimize the risk of a credit card information data breach, staff recommends a City-wide upgrade to the iNovah software system and payment terminal hardware which would support EMV Chip & PIN contactless payment terminals and PCI DSS compliance in order to protect credit card payment data. The distinguishing feature of EMV Chip & PIN payment transactions is that the payment information is resident in a secure chip that is embedded in a plastic payment card (often referred to as chip card or smart card). The secure chip provides three key elements: • It can perform payment processing functions; • It is able to store confidential information very securely; and • It can perform cryptographic payment processing. These capabilities provide the means for secure in -person payments. Moreover, PCI DSS is a written standard, created by the major credit card brands and maintained by the Payment Card Industry Security Standards Council. PCI DSS compliance contains technical requirements that protect and secure payment card data during processing, handling, storage, and transmission. The iNovah cashiering software system is fully integrated into all City payment systems, including but not limited to, enQuesta, the City's water utility billing system. Beginning in Fiscal Year 2019-20, the Finance & 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 to the City's water utility operation and for MUS customers to which iNovah's services are tied into. In March 2020, the FMSA Treasury & Customer Service Division ("Treasury") began an upgrade to the City's existing water, sewer, sanitation, and refuse customer information service/utility billing system, enQuesta, to ensure the City is keeping up with best practices as they relate to utility customer service, billing technology, and to ensure compatibility with the City's AMI program systems. The AMI program is dependent on expanded use of the City's upgraded MUS enQuesta system with which System Innovators' iNovah cashiering software services are City Council 23 — 2 2/7/2023 Renewal Agreement with System Innovators February 7, 2023 Page 3 integrated. iNovah services directly support and are bilaterally integrated with the MUS enQuesta upgrade. Also, the City's existing iNovah software system is currently integrated with multiple City agencies and their customer information software systems. Inclusively, the iNovah revenue management and cashiering software system is also scheduled to be integrated into the City's new Land Management System, the Zoo's new reservation and ticketing system, the parks and recreation reservation system, the new business license software/platform system, and the new Rental Registry Fee software system. The cost to implement an equivalent City-wide cashiering software service provider is unknown, but would require new software and substantial additional integration expenses to the City as iNovah is fully integrated into all Treasury programs that require revenue processing services. Staff expects a competitive process leading to a new software system would have cost much more due to the conversion of so many integrated systems. System Innovators provides excellent support and maintenance services. Therefore, staff recommends the approval of a both a master renewal agreement and corresponding support and maintenance agreement with System Innovators, to ensure annual software support for the City's cashiering system and hardware maintenance for cash drawers, receipt printers, and other associated equipment; System Innovators' software support and maintenance services includes the right to receive the most recent iNovah version software releases and technical support services. Along with the approval of the renewal agreement, a City-wide upgrade to iNovah software and payment hardware to EMV Chip & PIN contactless payment terminals and PCI DSS compliance will be implemented. By doing so, Treasury will harmonize this agreement with other critical payment processing agreements, as well as enQuesta/AMI integrated agreements. Included among the other critical payment processing agreements are the City's walk-in cashiering station merchant processing services, online cloud -based electronic billing and payment presentation/bill print services, 24-7/365 walk-up payment kiosk services, and over -the -phone interactive voice response and payment services. Based on the synchronization of all of these payment processing services, the City will achieve full PCI-DSS compliance, thereby transferring future credit card fraud liability from the City to the payment card providers. ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT The current fiscal year funding is available in the FY 22-23 budget and future fiscal year funding will be included in the proposed budgets for City Council consideration. Any remaining balances not expended at the end of the fiscal year will be presented to City City Council 23 — 3 2/7/2023 Renewal Agreement with System Innovators February 7, 2023 Page 4 Council for approval of carryovers to FY 23-24. Funds for future years expenditure will be in the proposed budgets for City Council consideration as follows: Accounting Accounting Unit - Fund Unit - Contracted Additional Maximum FY Account Description Accounting Amount Contingency Compensation No. No. Amount Description FMSA- 01110130- General Fund Treasury& $10,000 $1,500 $11,500 62300 Customer Service Various- Various Various $68,880 $10,332 $79,212 62300 FMSA- 01110130- General Fund Treasury & $g 850 $1,328 $10,178 62300 Customer Service FMSA- 01110130- General Fund Treasury & $55,219 $8,283 $63,502 62300 Customer Service FY $25,272.68 2022_ FMSA - 23 01110130- General Fund Treasury & $25,272.68 $0 $0 62300 Customer (Prepaid) _ Service $0 10920149- Information IT Projects $0 $80,200 $80,200 66510 Technology 01113220- General Fund PRCSA - Zoo $0 $80,200 $80,200 62300 01113200- General Fund PRCSA - $0 $80,200 $80,200 62300 Administration FMSA- 01110130- General Fund Treasury & $0 $80,200 $80,200 62300 Customer Service 41718820- Community Inclusionary $0 $61,028 $61,028 62300 Development Housing Fee FMSA- FY 01110130- General Fund Treasury & $58,962 $8,844 $67,806 2023- 62300 Customer Service 24 01110130- General Fund FMSA - $17,700 $2,656 $20,356 62300 Treasur & City Council 23 — 4 2/7/2023 Renewal Agreement with System Innovators February 7, 2023 Page 5 Customer Service 10920149- Information IT Projects $0 $5,000 $5,000 66510 Technology 01113220- General Fund PRCSA - Zoo $0 $5,000 $5,000 62300 01113200- General Fund PRCSA - $0 $5,000 $5,000 62300 Administration FMSA- 01110130- General Fund Treasury & $0 $5,000 $5,000 62300 Customer Service 41718820- Community Inclusionary $0 $5,000 $5,000 62300 Development Housing Fee FMSA- 01110130- General Fund Treasury & $62,961 $9,444 $72,405 62300 Customer Service FMSA- 01110130- General Fund Treasury & $17,700 $2,656 $20,356 62300 Customer Service FY 10920149- Information IT Projects $0 $5,000 $5,000 66510 Technology 2024- 20 25 General Fund PRCSA - Zoo $0 $5,000 $5,000 62300 62300 01113200- General Fund PRCSA - $0 $5,000 $5,000 62300 Administration FMSA- 01110130- General Fund Treasury & $0 $5,000 $5,000 62300 Customer Service 41718820- Community Inclusionary $0 $5,000 $5,000 62300 Development HousingFee FMSA- 01110130- General Fund Treasury & $67,234 $10,085 $77,319 FY 62300 Customer Service 2025- 26 01110130- FMSA - 62300 1 General Fund Treasury & $17,700 $2,656 $20,356 City Council 23 - 5 2/7/2023 Renewal Agreement with System Innovators February 7, 2023 Page 6 Customer Service 10920149- Information IT Projects $0 $5,000 $5,000 66510 Technology 01113220- General Fund PRCSA - Zoo $0 $5,000 $5,000 62300 01113200- General Fund PRCSA - $0 $5,000 $5,000 62300 Administration FMSA- 01110130- General Fund Treasury & $0 $5,000 $5,000 62300 Customer Service 41718820- Community Inclusionary $0 $5,000 $5,000 62300 Development HousingFee FMSA- 01110130- General Fund Treasury& $71,799 $10,770 $82,569 62300 Customer Service FMSA- 01110130- General Fund Treasury & $17,700 $2,656 $20,356 62300 Customer Service I FY 10920149- Information IT Projects $0 $5,000 $5,000 66510 Technology 2026- 01113220- 27 62300 General Fund PRCSA - Zoo $0 $5,000 $5,000 01113200- General Fund PRCSA - $0 $5,000 $5,000 62300 Administration FMSA- 01110130- General Fund Treasury & $0 $5,000 $5,000 62300 Customer Service 1 41718820- Community Inclusionary $0 $5,000 $5,000 62300 Development HousingFee FMSA- 01110130- General Fund Treasury & $76,677 $11,501 $88,178 62300 Customer Service FY FMSA- 2027- 28 01110130- General Fund Treasury & $17,700 $2,656 $20,356 62300 Customer Service 1 10920149- Information IT Projects $0 $5,000 $5,000 66510 Technology City Council 23 - 6 2/7/2023 Renewal Agreement with System Innovators February 7, 2023 Page 7 01113220- General Fund PRCSA - Zoo $0 $5,000 $5,000 62300 01113200- General Fund PRCSA - $0 $5,000 $5,000 62300 Administration FMSA- 01110130- General Fund Treasury & $0 $5,000 $5,000 62300 Customer Service 41718820- Community Inclusionary $0 $5,000 $5,000 62300 Development HousingFee FMSA- 01110130- General Fund Treasury & $81,176 $12,176 $93,352 62300 Customer Service I FMSA- 01110130- General Fund Treasury & $17,700 $2,656 $20,356 62300 Customer Service I FY 10920149- Information IT Projects $0 $5,000 $5,000 66510 Technology 2028- 01113220- 29 62300 General Fund PRCSA-Zoo $0 $5,000 $5,000 01113200- General Fund PRCSA - $0 $5,000 $5,000 62300 Administration FMSA- 01110130- General Fund Treasury & $0 $5,000 $5,000 62300 Customer Service 41718820- Community Inclusionary CO $5,000 $5,000 62300 Development HousingFee FMSA- 01110130- General Fund Treasury & $41,578 $6,237 $47,815 FY 62300 Customer 2029- Service 30 FMSA - 01110130 General Fund Treasury & $g 850 $1,328 $10,178 62300 Customer Service Subtotal Subtotal Grand Total $718,385 $639,593 $1,357,978 EXHIBIT(S) City Council 23 - 7 2/7/2023 Renewal Agreement with System Innovators February 7, 2023 Page 8 1. N. Harris Computer Corporation, System Innovators, Cashiering Software & Hardware Upgrades Agreement 2. N. Harris Computer Corporation, System Innovators, Support & Maintenance Agreement Submitted By: Kathryn Downs, FMSA Executive Director Approved By: Kristine Ridge, City Manager City Council 23 — 8 2/7/2023 EXHIBIT 1 MASTER RENEWAL AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT (hereinafter "Master Renewal Agreement") is made and entered into this 7' day of February, 2023, by and between System Innovators, Inc., a division of N. Harris Computer Corporation (System Innovators), a Florida 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"). CITY and CONSULTANT shall hereinafter collectively be referred to as "the PARTIES". RECITALS A. The PARTIES entered into that certain Agreement A-2014-073, dated March 18, 2014, (hereinafter "Original Agreement") by which CONSULTANT has licensed to CITY, cashiering and revenue tracking application software, along with support and maintenance of such software. B. The PARTIES successively entered into: (I) a First Amendment to that Agreement (A-2014-358) on December 16, 2014 to procure additional hardware and professional software services and related maintenance and support in connection with implementation of an Image Cash Letter Solution (ICL); (2) a Second Amendment to that Agreement (A-2016-099) on May 3, 2016, to amend said Agreement to extend the Term for an additional three year, with options to further extend by 2 additional years and to increase the CITY's iNovah — SWS — Enterprise software cashiering license to up to 300,000 annual receipts with corresponding Check 21 — ICL sofCvare and hardware support; and (3) a Third Amendment to that Agreement (A-2019-135) on August 20, 2019, to bifurcate the final 2 year extension option into two 1 year options and to increase compensation and add a 10% contingency. C. The PARTIES now wish to enter into a Master Renewal Agreement for purposes of expanding CONSULTANT's Scope of Services to include in addition to providing a centralized revenue management services, through a revenue management software system and equipment for purposes of cashiering, point of sales (POS) payment processing, image cash letter ("ICL") processing, the provision of associated merchant processing (including integration with third -party application providers), together with software and hardware support and maintenance services and receipting services for Europay, MasterCard, Visa, Amex (` EMV") credit card payment terminals, along with Payment Card Industry Data Security Standard ("PCI DSS") compliance, plus required cashier drawers, receipt printers, and other associated equipment and software to support such capabilities. D. Subject to Section 18 of this agreement, the PARTIES now also wish to add options individually exercisable by CITY for CONSULTANT to expand their services to provide CITY with integrations into CONSULTANT's software platform to allow third party integrations linking CONSULTANT's software platform to: (1) the CITY's Clarin Land Management System (real- time integration); (2) the CITY's CivicPlus CivicRec Parks and Recreation Reservation System (real-time integration); (3) the CITY's Centaman Zoo Ticketing System (file export integration); (4) the CITY's 3Di Systems Rental Registry Fee Program System (custom file export); (5) iNovah Custom Import Scheduler; and (6) to allow CITY to obtain a peripheral bundle for additional CITY cashier workstations, thus allowing City fullest access to agreed -to services and support. City Council 23 — 9 2/7/2023 E. In undertaking the performance of this Master Renewal Agreement, CONSULTANT represents that it is knowledgeable in its field and that any services performed by CONSULTANT under this Master Renewal 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 respective promises, and subject to the terns and conditions hereinafter set forth, the PARTIES agree as follows: SCOPE OF SERVICES CONSULTANT shall during the Term of this Master Renewal Agreement, including any extensions thereto exercised by CITY, perform the tasks and obligations attached hereto designated in CONSULTANT's "Santa Ana EMV — Additional Request for Service — EMV PayConex Implementation", and CONSULTANT's "Santa Ana Budgetary Quote (Optional Clariti-CivicPlus- Centaman-31)i Systems + Peripheral Bundle for Additional Cashier Workstations)"which are both hereby fully incorporated herein by reference as EXHIBIT A as follows: EXHIBIT A 1. "Santa Ana EMV — Additional Request for Service — EMV PayConex Implementation" a. iNovah — EMV PayConex Solution Overview b. PCT DSS v3.2.1 Attestation of Compliance for Onsite Assessments — Service Providers, Rev. 1.0 2. "Santa Ana Budgetary Quote (Optional Clariti-CivicPlus-Ccntaman-3Di Systems + Peripheral Bundle for Additional Cashier Workstations)" CONSULTANT's "Santa Ana EMV — Additional Request for Service — EMV PayConex Implementation" together with CONSULTANT's "Support and Maintenance Agreement" shall be subject to the terms and conditions of this Master Renewal Agreement. In the event of conflict between this Master Renewal Agreement and CONSULTANT's Statement of Work/Proposal(s) or any attachment thereto and CONSULTANT's Support and Maintenance Agreement, the terms of this Master Renewal Agreement or any duly executed Change Order entered into under this Agreement shall prevail. 2. COMPENSATION CITY agrees to pay, and CONSULTANT agrees to accept as total payment for its services as described in EXHIBIT A, the fees as set -out respectively by reference in subsection (a) and (b) below, in an aggregate base amount of $202,780, with a further aggregate contingency amount of$562,252, for a total combined not to exceed amount of $765,032 as set -out in EX14TBIT B (Maximum Fiscal Year Compensation Table) which is hereby fully incorporated herein by reference. (a) Scope of Work (including) Exhibit A (b) Fees. In consideration of providing the Services, CITY agrees to pay the fees, including Custom Support or Development fees set out in any applicable Statement of Work/Proposal City Council 23 — 10 2/7/2023 incorporated herein by reference and any Change Order duly adopted and agreed to by the PARTIES (the "Fees") to CONSULTANT. Fees are subject to increase based on CONSULTANT's then -prevailing policies, terms and fees related to pricing and hourly rates. (c) Invoices. During the term of this Master Renewal Agreement, CONSULTANT shall deliver invoices to CITY. Unless otherwise stated in the applicable Statement of Work/Proposal or duly executed Change Order, each invoice delivered to CITY by CONSULTANT shall be due and payable upon forty-five (45) days receipt thereof by CITY. (d) Taxes. The Fees are exclusive of taxes. CITY agrees to pay all applicable sales and use taxes, if any (excluding taxes on CONSULTANT's net income) ("Taxes") unless it provides CONSULTANT with a tax exemption certificate acceptable to the applicable taxing authorities. 3. TERM. The base term of this Agreement shal I commence on the date first written above and shall expire on December 3 I, 2025, with provision for two extension options of three years, and one year; respectively, ending December 31, 2029, unless amended by the PARTIES for a longer term or terminated earlier in accordance with Section 12, below. This Agreement shall cover all services provided by Consultant since January 1, 2022. The initial term and the extension options thereto shall collectively be referred to as the "Term". 4. INDEPENDENT CONTRACTOR CONSULTANT shall, during the entire term of this Master Renewal Agreement, be construed to be an independent contractor and not an employee of CITY. This Master Renewal Agreement is not intended nor shall Abe construed to create an employer -employee relationship, a joint venture relationship, or to allow CITY to exercise discretion or control over the professional manner in which CONSULTANT performs the services which are the subject matter of this Master Renewal Agreement; however, the services to be provided by CONSULTANT shall be provided in a manner consistent with all applicable standards and regulations governing such services. CONSULTANT shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall produce and maintain for the duration of the Agreement claims for security breaches, system failures, injuries to persons, damages to software, or damages to property (including computer equipment) which may arise from or in connection with the performance of the work hereunder by the Consultant and shall require its subcontractors, agents, representatives, or employees, if any, to obtain and maintain insurance as described below. Consultant shall procure and maintain for the duration of the contract insurance claims arising out of their services and including, but not limited to loss, damage, theft or other misuse of data, infringement of intellectual property, invasion of privacy and breach of data. a. Minimum Scope and Limit of Insurance 1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an `occurrence" basis, including products and completed i3 City Council 23 —11 2/7/2023 operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence, $4,000,000 aggregate. 2. Automobile Liability: insurance Services Office Form Number CA 0001 covering, Code 1 (any auto), or if Consultant has no owned autos, Code 8 (hired) and 9 (non - owned), with limit no less than $2,000.000 per accident for bodily injury and property damage. 3. Workers' Compensation insurance as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. 4. Cyber Liability insurance, with limits not less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Consultant in this agreement and shall include, but not be limited to, claims involving security breach, system failure, data recovery, business interruption, cyber extortion, social engineering, infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, and alteration of electronic information. The policy shall provide coverage for breach response costs, regulatory fines and penalties as well as credit monitoring expenses. 5. Technology Professional Liability Errors and Omissions Insurance appropriate to the Consultant's profession and work hereunder, with limits not less than $2,000,000 per occurrence, $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by the Consultant in this agreement and shall include, but not be limited to, claims involving security breach, system failure, data recovery, business interruption, cyber extortion, social engineering, infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, and alteration of electronic information. The policy shall provide coverage for breach response costs, regulatory fines and penalties as well as credit monitoring expenses. i. The Policy shall include, or be endorsed to include, property damage liability coverage for damage to, alteration of, loss of, or destruction of electronic data and/or information `property" of the Agency in the care, custody, or control of the Consultant. If not covered tinder the Consultant's liability policy, such "property" coverage of the Agency may be endorsed onto the Consultant's Cyber Liability Policy. 6. Crime Liability Insurance with a limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. 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. City Council 23 — 12 2/7/2023 Certificates of insurance shall be famished to the City upon execution of this Agreement and shall be approved by the City. iii. City of Santa Ana, its officers, employees, agents and representatives shall be Additional Insureds with respect to General Liability Insurance and Auto Liability Insurance is Primary and Non -Contributory. iv. Certificates and policies shall state that the policies shall not be canceled without thirty (30) days prior written notice to the City of cancellation with ten (10) days prior notice for non-payment of premium in accordance with policy provisions. Similar notice of reduction or material change shall be given if coverage falls below or is not in compliance with the contract requirements. v. Consultant shall supply City with a fully executed additional insured endorsement. vi. Certificates of insurance endorsements shall show the City as a certificate holder as follows: City of Santa Ana Risk Management Division, 4th Floor 20 Civic Center Plaza Santa Ana, CA 92701 vii. 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. Broader Coverage: If the Consultant maintains broader coverage and/or higher limits than the minimums shown above, the Entity requires and shall be entitled to the broader coverage and/or the higher limits maintained by the contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the Entity. 8. 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. b. Other Insurance Provisions Additional Insured Status: The Entity, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Consultant including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of 5 City Council 23 — 13 2/7/2023 an endorsement to the Consultant's insurance (at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used). Please note, if there is an insured vs. insured exclusion on the Consultant's policy, carefully review with the Consultant and their insurance carrier on whether being added as an additional insured onto the Consultant's policy removes your organization's ability to file suit against the Consultant and draw upon the policy should final adjudication in a lawsuit state that the Consultant shall pay damages to your organization. 2. Primary Coverage: For any claims related to this contract, the Consultant's insurance coverage shall be primary. Coverage for commercial liability shall be at least as broad as ISO CG 20 01 04 13 as respects the Entity, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the Entity, its officers, officials, employees, or volunteers shall be excess of the Consultant's insurance and shall not contribute with it. 3. Notice of Cancellation: Each insurance policy required above shall state that coverage shall not be canceled, except with notice to the Entity. 4. Waiver of Subrogation: Consultant hereby grants to Entity a waiver of any right to subrogation which any insurer of said Consultant may acquire against the Entity by virtue of the payment of any loss under such insurance. Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the Entity has received a waiver of subrogation endorsement from the insurer. 5. Self -Insured Retentions: Sclf-insured retentions must be declared to and approved by the Entity. The Entity may require the Consultant to provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self -insured retention may be satisfied by either the named insured or Entity. 6. Acceptability of insurers: Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best's rating of no less than A- :Vll, unless otherwise acceptable to the Entity. 7. Claims Made Policies: If any of the required policies provide coverage on a claims - made basis: i. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work. ii. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. iii. If coverage is canceled or non -renewed, and not replaced with another claims -made policy form with a Retroactive Date prior to the contract effective date, the Consultant must purchase "extended reporting" coverage for a minimum of five (5) years after completion of contract work. 6 City Council 23 — 14 2/7/2023 S. Verification of Coverage: Consultant shall furnish the Entity with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to the Entity before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Consultant's obligation to provide them. The Entity reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. Subcontractors: Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Consultant shall ensure that Entity is an additional insured on insurance required from subcontractors. 10. Special Risks or Circumstances: Entity reserves the right to modify these requirements, including firms, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. C. If CONSULTANT fails or refuses to maintain the insurance required by this section or fails or refuses to furnish CITY with required proof that insurance has been procured and is in force pursuant to the provision of certificates of insurance as detailed in this Master Renewal Agreement, then the CITY shall have the right, at CITY's election, to forthwith terminate this Master Renewal Agreement. Such termination shall not affect CONSULTANT's right to be paid for its time and materials expended prior to notification of termination. 6. CONFIDENTIALITY (a) Definition. Each party acknowledges that it may receive Confidential Information from the other party or otherwise in connection with this Master Renewal Agreement. "Confidential Information" means all information or material that the disclosing party treats as confidential and any information relating to third parties that the disclosing party has an obligation to treat as confidential, which is disclosed by or obtained by a party in connection with this Master Renewal Agreement, whether such information is in oral, written, graphic or electronic form, which is: (A) marked "Confidential ," "Restricted," or "Proprietary Information" or other similar marking, or (B) known by the PARTIES to be considered confidential or proprietary, or (C) which should be known or understood to be confidential or proprietary by an individual exercising reasonable commercial judgment in the circumstances. Confidential Information does not include infomlation to the extent that such information: (i) is or becomes generally known to the public by any means other than a breach of the obligations of a receiving party hereunder; (ii) was previously known to the receiving party as evidenced by its written records; (iii) is tightly received by the receiving party from a third party who is not under an obligation of confidentiality; or (tv) is independently developed by the receiving party without reference to or use of the other party's Confidential Information which such independent development can be established by evidence that would be acceptable to a court of competent jurisdiction. (b) Confidentiality Obligations. Each of the PARTIES agrees: City Council 23 — 15 2/7/2023 i_ to maintain the Confidential InfornIation of the other party in confidence and to take all reasonable steps, which shall be no less than those steps it takes to protect its own confidential and proprietary information, to protect the Confidential Information of the other party from unauthorized use, disclosure, copying or publication; ii. not to use the Confidential Information of the other party other than in the course of exercising its rights or performing its obligations under this Master Renewal Agreement; iii. not to disclose or release such Confidential Information except to the extent required by applicable law or during the course of or in connection with any litigation, arbitration or other proceeding based upon or in connection with the subject matter of this Master Renewal Agreement, provided that the receiving party shall first give reasonable notice to the disclosing party prior to such disclosure so that the disclosing party may obtain a protective order or equivalent and provided that the receiving party shall comply with any such protective order or equivalent. iv. not to disclose or release such Confidential Information to any third person without the prior written consent of the disclosing party, except for authorized employees or agents of the receiving party who have a need to know such information for the purpose of perfomlance under this Master Renewal Agreement and exercising its rights under this Master Renewal Agreement, and who are bound by confidentiality obligations at least as protective of the disclosing party's Confidential Information as this Master Renewal Agreement; and V. to take such actions as inay be reasonably necessary to enforce its Master Renewal Agreements with its employees and agents, including commencing legal proceedings. 7. INTELLECTUAL PROPERTY INDEMNIFICATION CONSULTANT shall defend and indemnify 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 productor documents provided by CONSULTANT to CITY pursuant to this Master Renewal Agreement. S. RECORDS CONSULTANT shall keep records and invoices in connection with the work to be performed under this Master Renewal Agreement. CONSULTANT shall maintain complete and accurate records with respect to the costs incurred under this Master Renewal Agreement and any services, expenditures, and disbursements charged to CITY for a minimum period of four (4) years, or for any longer period required by law, from the date of final payment to CONSULTANT under this Master Renewal Agreement. All such records and invoices shall be clearly identifiable. CONSULTANT shall allow a representative of CITY to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Master Renewal Agreement during regular business hours. CONSULTANT shall allow inspection of all work, data, documents, proceedings, and activities related to this Master Renewal Agreement for a period of three (3) years from the date of final payment to CONSULTANT under this Master Renewal Agreement. 8 City Council 23 — 16 2/7/2023 9. 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 Master Renewal Agreement. 10. MUTUAL OBLIGATIONS — OWNERSHIP (a) CONSULTANT's Obligations. CONSULTANT shall use commercially reasonable efforts to provide the professional services set out in the applicable Statement of Work (the "Services"). (b) CITY's Obligations. To enable CONSULTANT to perform the Services, CITY agrees to provide the following to CONSULTANT: i. Information relative to CITY's hardware and software required for CONSULTANT to provide its Services; ii. Access to and use of CITY's facilities, equipment, hardware and software required by CONSULTANT to perform the Services; iii. Personnel and assistance as is reasonably required to enable CONSULTANT to perform the Services; and iv. A representative with authority to approve the plans and deliverables described in the applicable Statement of Work if so required. (c) Ownership. CITY may retain a PDT copy of any reports or other deliverables provided by CONSULTANT to CITY as part of the Services ("Deliverables"); however, CONSULTANT is and shalll remain the owner of all copyright, patents, trademarks, trade secrets and other intellectual property rights. 11. WARRANTY AND LIMITATION OF LIABILITY CONSULTANT warrants that the Services will be performed in a professional and diligent manner by personnel who are competent in performing their individual tasks. To the greatest extent permitted by applicable law, CONSULTANT, its affiliates, and each of theirrespective directors, officers, employees and shareholders' entire liability and customer's exclusive remedy with respect to the services and any other products, materials supplied by CONSULTANT in connection with this agreement for damages for any cause and regardless of the cause of action, whether in contract or in tort, including fundamental breach, negligence, strict liability or otherwise,shall not exceed in the aggregate an amount that is equal to three hundred thousand dollars or the total fees paid to CONSULTANT under this Master Renewal Agreement in the preceding 12 months, whichever is higher. In respect of any liability that arises under the terms of the support and maintenance agreement, the limitation of liability provisions of the support and maintenance agreement shall apply to such liability and not this section 11. In no event shall either CONSULTANT and customer, their respective affiliates and each of their respective directors, officers, elected officials, employees and shareholders, be liable for any consequential, incidental, indirect, exemplary, punitive, or special damages whatsoever, including but not limited to for lost revenue or loss of profits, loss of business, loss of data, failure to realize expected savings, or cost of substitute goods or services arising out of or in connection with this City Council 23 — 17 2/7/2023 agreement, even if it has been advised of the likelihood of the occurrence of such loss or damage or such loss or damage is foreseeable and notwithstanding any failure of essential purpose of any limited remedy. In no event does this limitation of liability clause apply to CONSULTANT's obligations under section 7 of this Master Renewal Agreement. 12. TERMINATION (a) Termination. This Master Renewal Agreement may be terminated as follows: i. In addition to any other rights and remedies available to it, either party may immediately terminate this Master Renewal Agreement in the event of material breach by the other party of its obligations and that breach is not cured within thirty (30) days of receipt of written notice to that effect; ii. Either party may terminate this Master Renewal Agreement effective immediately upon written notice to the other party if the other party: (i) becomes insolvent; (ii) becomes the subject of any proceeding under any bankruptcy, insolvency or liquidation law, whether domestic or foreign, and whether voluntaiyor involuntary, which is not resolved favorably to the subject party within ninety (90) days of commencement thereof, or (in) becomes subject to property seizure under court order, court injunction or other court order which has a material adverse effect on its ability to perform hereunder. (b) Effect of Term nation. in the event of termi nation of this Master Renewal Agreement, CITY shal I immediately pay all outstanding Fees and other amounts owing to CONSULTANT for work completed or services already rendered under this Master Renewal Agreement. 13. GENERAL (a) Mediation. The PARTIES agree to submit any claim, controversy or dispute arising out of or relating to this Master Renewal Agreement or the relationship created by this Master Renewal Agreement to non -binding mediation before bringing a claim, controversy or dispute in a court or before any other tribunal. The mediation is to be conducted by either an individual mediator or a mediator appointed by mediation services mutually agreeable to the PARTIES. Such mediator shall be knowledgeable in software system Master Renewal Agreements. The mediation shall take place at a time and location which is also mutually agreeable; provided; however, in no event shall the mediation occur later than ninety (90) days after either party notifies the other of its desire to have a dispute be placed before a mediator. The costs and expenses of mediation, including compensation and expenses of the mediator (and except for the attorney's fees incurred by either party), is to be shared by the PARTIES equally. If the PARTIES are unable to resolve the claim, controversy or dispute within ninety (90) days after the date either party provides the other notice of mediation, then either party may bring and initiate a legal proceeding to resolve the claim, controversy or dispute unless the time period is extended by a written Amendment to Master Renewal Agreement. Nothing in this section shall inhibit aparty's right to seek injunctive relief at any time. (b) Notice. Any notice, tender, demand, delivery, or other communication pursuant to this Master 1g City Council 23 — 18 2/7/2023 Renewal 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 facsimile or other telegraphic communication in the manner provided in this Section, to the appropriate address set out below: 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 Facsimile: (714) 647-6956 Copies to: Executive Director Finance and Management Services Agency City of Santa Ana 20 Civic Center Plaza (M- 17) Santa Ana, CA 92702 Phone: (714) 647-6960 Fax: (714) 647-5414 To CONSULTANT: System Innovators, A Division of N. Harris Computer Corporation 10550 Deerwood Park Blvd, Suite 700 Jacksonville, FL 32256 Attention: Jeffrey Sumner, Executive Vice President Phone: (800) 963-5000 Email: legal@harri computer. com A party may change its address by giving notice in writing to the other party. Thereafter, any notice, tender, demand, delivery, or other communication shall be addressed and transmitted to the new address. If sent by mail, any notice, tender, demand, delivery, or other communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified , with postage prepaid , and addressed as set forth above. If sent by facsimile, any notice, tender, demand, delivery, or other communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For proposes of calculating these time frames, weekends, federal, state, County or City holidays, or City Hall Closure dates shall be excluded. 14. DISCRIMINATION CONSULTANT shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. CONSULTANT affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 15. JURISDICTION - VENUE This Master Renewal Agreement and all questions relating to its validity, interpretation, performance, and enforcement shall be governed and construed in accordance with the laws of the State of California. This Master Renewal Agreement has been executed and delivered in the State of California City Council 23 — 19 2/7/2023 and the validity, interpretation, performance, and enforcement of any of the clauses of this Master Renewal 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 Master Renewal Agreement. 16. PROFESSIONAL LICENSES CONSULTANT shall, throughout the term of this Master Renewal 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 CITY immediately and in writing of her inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Master Renewal Agreement. 17. COORDINATION OF WORK OR SERVICES (a) Contract Officer CITY will appoint a Contract Officer who will be in charge of the contract maintenance. The CITY'S appointed Contract Officer shall be the City Manager, or designee of the City Manager. CITY's Contract Officer shall have authority to enter into Change Orders with CONSULTANT pursuant to this Master Renewal Agreement. It shall be CONSULT 4NT's responsibility to assure that CITY's Contract Officer is kept informed of the progress of the performance of the consulting services set forth in this Master Renewal Agreement and CONSULTANT shall refer any decisions which must be made by CITY to the Contract Officer. The Contract Officer shall have authority to sign all documents on behalf of CITY required hereurder to carry out the terms of this Master Renewal Agreement. Unless otherwise specified herein, any approval of CITY required hereunder shall mean the approval of the Contract Officer. All notices regarding consulting services or requested changes in said Master Renewal Agreement together with all requests for adjustment in the contract and/or the time to perform this Master Renewal Agreement are subject to the written approval of CONSULTANT. 18. ADDITIONAL WORK OR SERVICES (a) Extra Work or Services CITY shall have the right at any time during the performance of the work or services set forth in this Master Renewal Agreement, without invalidating said Master Renewal Agreement or any amendments thereto, to elect to exercise any existing option specified in the Scope of Services for extra work or services directly related to the general scope of services, including third party integrations to allow City fullest access to agreed -to services and support, or to change the time or manner of delivery of any work or services, or to order extra work or services pursuant to a duly executed Change Order or to expend previously appropriated, but unspent contingency funds authorized to be carried forward by the Executive Director of Finance and Management Services to cover expenses for work or services agreed to by the PARTIES but exceeding any annual City fiscal year compensation amount cap initially specified wider the Compensation provisions of this Agreement or thereby make changes by altering, adding to or deducting from said work or services. (b) Change Order No extra work or services as set forth in subsection (a) above may be undertaken unless a written "Change Order" is first signed by the Contract Officer to the CONSULTANT, incorporating therein City Council 23 — 20 2/7/2023 any material adjustment in the contract and/or the time to perform this Master Renewal Agreement, which said adjustments are subject to the written approval of the CONSULTANT. (e) Maximum Contract Compensation Cap Net total compensation to Consultant shall not, as the result of any Change Order, exceed the maximum contract compensation amount set forth under Section 2 ("COMPENSATION") of this Agreement, unless an increase in maximum contract compensation is agreed to by the parties pursuant to a duly executed amendment of this Agreement. 19. ENTIRE .AGREEMENT This Master Renewal Agreement, including any duly executed change order, shall constitute the entire agreement between the PARTIES hereto with respect to the matters covered herein. No other understandings, agreements, representations, warranties or other matters, oral or written, purportedly agreed to or represented by or on behalf of CONSULTANT by any of its employees or agents, or contained in any sales material s or brochures, shall be deemed to bind the PARTIES hereto with respect to the subject matter hereof. CITY acknowledges that it is entering into this Agreement solely on the basis of the representations contained herein. The terms of this Agreement may not be changed except by an amendment or change order signed by an authorized representative of each PARTY. No provisions in any purchase orders-, invoices, or in any other documentation employed by or on behalf of either party in connection with this Master Renewal Agreement, regardless of the date of such documentation, shall affect the terms of this Master Renewal Agreement, even if such document is accepted by either or both PARTIES, with such provisions being deemed deleted. Provided, however that the applicable terms of the PARTIES' Original Agreement along with the applicable terms of the First and Second Amendments to said Original Agreement relating to CITY's licensing rights to operate the CITY's iNovah— S W S — Enterprise software cashiering license to up to 300,000 amoral receipts with corresponding Check 21 — ICL software and hardware support rights, shall remain in full force and effect until the PARTIES have completed the upgrade of the CITY's iNovah system to include CONSULTANT's "Santa Ana EMV — Additional Request for Service — EMV PayConex Implementation" and user acceptance has been verified to CONSULTANT by CITY, at which time, only the licensing rights shall continue pursuant to the terms of the Original Agreement as amended and the iNovah software definition shall incorporate all versions/elements of the iNovah software to which this Master Renewal Agreement applies. 20. SEVERABILITY The invalidity or unenforceability of any provision or covenant contained in this Master Renewal Agreement shall not affect the validity or enforceability of any other provision or covenant herein contained and any such invalid provision or covenant shall be deemed modifiedto the extent necessary in order to render such provision valid and enforceable; if such provision may not be so saved, it shall be severed and the remainder of this Master Renewal Agreement shall remain in full force and effect. 21. WAIVER No waiver of any breach of any provision of this Master Renewal Agrreement shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative ,R City Council 23 — 21 2/7/2023 of the waiving party. 22. FORCE MAJEURE No default, delay or failure to perform on the part of CONSULTANT shall be considered a breach of this Master Renewal Agreement where such default, delay or failure is due to a force majeure or to circumstances beyond its control. Such circumstances will include, without limitation, strikes, riots, civil disturbances, actions or inactions concerning government authorities, epidemics, war, terrorist acts, embargoes, severe weather, fire, earthquakes, acts of Cod or the public enemy or default of a common carrier or other disasters or events. 23. MISCELLANEOUS PROVISIONS (a) Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify CITY fully, including reasonable costs and attomey'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 Master Renewal Agreement. (c) Subject to section 19 of this Master Renewal Agreement, the mutual execution of this Master Renewal Agreement by the PARTIES hereto shall supersede the PARTIES' Original Agreement and all amendments thereto, including any contract extension currently in effect, whichby mutual consent of the parties shall be herebycancelled. All support and maintenance fees paid by CITY thereon for calendar year 2022 shall be fully applied on a semi-annual basis. All invoices and related payments for the period beginning July 1, 2022, shall be subject to the provisions of this Master Renewal Agreement. (d) This Master Renewal Agreement must be signed below and may be signed in counterpart and delivered by fax, email as a PDT (Portable Document Format) file attachment, or by other means that displays the original or a copy of the signatures. Any subsequent amendments may be signed and delivered in the same manner. {Signatures on following page) City Council 23 — 22 2/7/2023 IN WITNESS WHEREOF, the PARTIES hereto have executed this Master Renewal Agreementthe date and year first above written. ATTEST: Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: ohn Funk Assistant City Attorney FOR APPROVAL: Kathryn Downs Executive Director Finance & Management Services Agency 15 CITY OF SANTA ANA Kristine Ridge City Manager CONSULTANT System Innovators, A Division of N. Harris Computer Corporation 1:yuMW4'1L N e:IeffrSumner Title: Executive Vice President City Council 23 — 23 2/7/2023 EXHIBIT A 1. "Santa Ana EMV — Additional Service Request EMy' PayConex Implementation" City Council 23 — 24 2/7/2023 16 TEM ■■ ■■ ■S�■ �7 Additional Service Request r7 Santa Ana, City Deal # 3998634471 Nov 10, 2022 Santa Ana EMV This Additional Service Request ("ASR") is an addendum to the existing agreement between Santa Ana, City (Customer) and System Innovators, a Division of N. Harris Computer Corporation for the delivery and implementation of the iNovah EMV PayConex module, and is subject to all terms and conditions of the "PURCHASE AND SOFTWARE LICENSE AGREEMENT." The parties have entered into the Agreement for the provision of certain services and deliverables to the Customer. All terms of the Agreement are incorporated herein by this reference. In the event of a conflict, the terms of the Agreement maintain control over the terms of this ASR unless specifically stated herein. Component' QTY Price ( USD) Subtotal Professional Services Professional Services 1 $10,000.00 $10,000.00 Hardware PAX A80 Pin Pad Terminals 10 $425.00 $4,250.00 Subtotal $14,250.00 Tax $0.00 Total (USD) $14,250.00 1. Hardware prices are subject to change. Harris will provide 30 days' notice prior to any price increase. City Council 23 — 25 2/7/2023 Fee Summary.? Item Unit (qty) Price (USD) Per Transaction Fee for Gateway to TSYS 48,000 Transactions per $0.35 per transaction (billed monthly as incurred) year (estimated) FP2PEce Managment Fee (Billed 10 $5.00 per device r Terminal Device) 2. Additional fees may be incurred as specifically defined in the Merchant Services Agreement. Warranty. Services (as needed) Hardware Services and Warranty Support3 OEM Warranty Repair Management $25.00/device OEM Out -of -Warranty Repair Management $35.00/device, plus cost of quoted repair 3. Prices are subject to change. Harris will provide 30 days' notice prior to any price increase. Payment Schedule This schedule represents the fixed -price professional services investment for the design, development, coding, testing, and implementation of the requested modification described in the Statement of Work. This investment will be paid in installments based on the milestones identified in the following payment schedule. Payment Milestones Payment Amount Number Project initiation - Due upon project start 1 $10,000.00 2 1 Hardware Purchase - EMV Terminals; Due upon receipt of order 1 $4,250.00 Payment Milestones Totals 1 $14,250.00 City Council 23 — 26 2/7/2023 Appendix A EMV PayConex Implementation - Scope of Work The Organization is requesting an update to their existing in -person credit card process with iNovah to the P2PE-validated PayConex EMV solution. System Innovators will set up the PayConex solution to gateway in -person payment card processing to the Organization's existing processor, TSYS. The Organization will need to upgrade to the most recent iNovah release (currently v2.61.' MR10) to support EMV PayConex. The new credit card devices must be ordered directly from SI for use with this solution. The Organization will be billed monthly for the P2PE Device Management fees and gateway transaction fees as listed in the table above. City Council 23 — 27 2/7/2023 Timeline Once the Organization has authorized this additional service, System Innovators will prepare a project schedule for this additional service. The project schedule will identify the project start date and end date as well as a timeline for all project milestones. The project schedule will be mutually monitored and managed by the Organization and System Innovators. Any variation to the dates and milestones defined in the project schedule must be mutually agreed upon by the Organization and System Innovators. The following project timeline identifies the duration of the milestones for this additional service project. Specific dates for this additional service will be defined in the project schedule. Assumptions 1. The Organization acknowledges this project is fixed in scope and duration as defined in Appendix A. Modifications to the scope, duration, and other terms of this agreement will be processed in accordance with the Project Change Control procedure as described herein. 2. The Organization will employ the human resources necessary to ensure the project is successfully completed on schedule. These resources will include • Project Manager who has the authority to represent the Organization in all aspects of this agreement • Subject matter experts who can define the requirements and business rules that dictate the design of the customizations • Technical staff who can provide System Innovators with support for the Organization's computing environment (personal computers, servers, network, software, and so forth) as well as technical support for third -party systems that interface with System Innovators' software. 3. The Organization or Organization's delegate will produce a tested and documented application programming interface (API) to any application to be interfaced with System Innovator products and/or software. 4. The Organization will provide System Innovators with remote access to their computing environment so that System Innovators may support the Organization with delivery, implementation, and testing of the customized software. System Innovators' access to the Organization's computing environment may be accomplished through such means as a high-speed virtual private network (VPN) or an Internet -based remote access tool (such as Go To Meeting or Turbo Meeting). 5. The Organization will provide a fully functional test system including hardware, software, documentation and any system software and/or upgrades necessary to complete acceptance testing. 6. The Organization will install and configure all required personal computers, hardware, software, and communications networking in advance of planned delivery of Systems Innovator's software and/or services. 7. System Innovators' pricing does not include the cost for changes to 3rd party systems. 8. Travel to the Organization location will be billed as incurred. City Council 23 — 28 2/7/2023 EXHIBIT A La. iNovah — EMV PayConcx Solution Ovcrvicw 17 City Council 23 — 29 2/7/2023 N t C Oi O l_Ud ca N L O w To oc �c O R c0 cSc c L a 0 R y U d~ R R G ' �L E ZN aY m3 o. R C O CDx O coR L r G R roo a�❑ oo r 0000 U C T ro z 0 ro a R B ° a R U EZcN'� CO 0 o U ro m o t w m o f" d m m o Zo EO 0>2R0POUoZ t3 m z Q 0 'O U an d .o C d x i t> S U x a c>> z p c ro cSVoZ O'Er a Nm ya OJ To_ R R UU roa -O � 02.2 Co n o >,O c c c R ILoromoom0 CO — a O a. ro- y R N ILL 'd OF C 0 j Cp 200'O _. 08 C ro G Q 2] Rq) N aCl7 7 8 O O CoIDNIL m R U ro N W a R Z y ro CCO O U R C 0)It ._ C trRC d t~ -:5 m R E L R E _ C C R 7 N C Ul Eo Z C EO U dx 0 H x N R'L X R U CO CO U CO R R O R J O J R Z O ro O O >'O�>`� O(n >•O ro O ro O ro ??a?aa.IL EL N l7? Iri 10 nmci C� oa T � d ❑ pa W NU w oa a - _ _ _ _ _ _ _ _ _ _ 1 I -- -- - -- ---0 1 O V m 7 N m n � ace aN 2 _ I I m. $ 1 i° 2I ' I ¢ 1 R 1 R Mel2 0 LLlc 1 O 1 I d''j ula o f e 1 w ql �'d y>IQ 1 of I n 1 m1 I 1 al ' Y I OI al ' ml I m OI I c a b 1 ;c dl I W n I 1 d y w w c m o 00 a C C a y d O ¢ W O y a � o. 1 I of 1 O ou r c. 1 I I 1 rn ; O d Ri c p0 I N V 0 I olm lo yO O i. i La C IL V EXHIBIT A Lb. PCI DSS v3.2.1 Attestation of Compliance for Onsite Assessments — Service Providers, Rev. 1.0 18 City Council 23 — 31 2/7/2023 Security Standards Council Payment Card Industry (PCI) Data Security Standard Attestation of Compliance for Onsite Assessments - Service Providers Version 3.2.1 AIlt T-W111E:3 City Council 23 — 32 2/7/2023 Security Standards Council Section 1: Assessment Information Instructions for Submission This Attestation of Compliance must be completed as a declaration of the results of the service provider's assessment with the Payment Card Industry Data Security Standard Requirements and Security Assessment Procedures (PCI DSS). Complete all sections: The service provider is responsible for ensuring that each section is completed by the relevant parties, as applicable. Contact the requesting payment brand for reporting and submission procedures. Part 1. Service Provider and Qualified Security Assessor Information Part la. Service Provider Organization Information Company Name: Bluefin Payment Systems LLC DBA (doing business as): Bluefin Payment Systems Contact Name: Brent Johnson Title: CISO Telephone: 770.299.8533 E-mail: bjohnson@bluefin.com Business Address: 8200 Roberts Drive, Suite 150 City: Atlanta State/Province: GA Country: United States Zip: 30350 URL: https://www.bluefin.com Part 1 b. Qualified Security Assessor Company Information (if applicable) Company Name: Foregenix Ltd Lead QSA Contact Name: Shawn Shifflett Title: Managing Consultant Telephone: +1972.292.8039 E-mail: sshifflett@foregenix.com Business Address: 1st Floor, 8-9 High Street City: Marlborough State/Province: Wiltshire Country: UK Zip: SN81AA URL: http://www.foregenix.com PCI 09yvtb0riMilstation of Compliance for Onsite Assessm&23-6 a3ice Providers, Rev. 1.0 2/7120232018 © 2006-2018 PC/ Security Standards Council, LLC. All Rights Reserved. Page 1 • 5e urity Standards Coumil Part 2. Executive Summary Part 2a. Scope Verification Services that were INCLUDED in the scope of the PCI DSS Assessment (check all that apply): Name of service(s) assessed: Payment Gateway Services Type ofservice(s) assessed: Hosting Provider: Managed Services (specify): Payment Processing: ❑ Applications / software ❑ Systems security services ® POS / card present ❑ Hardware ❑ IT support ® Internet / e-commerce ❑ Infrastructure / Network ❑ Physical security ® MOTO / Call Center ❑ Physical space (co -location) ❑ Terminal Management System ❑ ATM ❑ Storage ❑ Other services (specify): ❑ Other processing (specify): ❑ Web N/A N/A ❑ Security services ❑ 3-D Secure Hosting Provider ❑ Shared Hosting Provider ❑ Other Hosting (specify): N/A ❑ Account Management ❑ Fraud and Chargeback ® Payment Gateway/Switch ❑ Back -Office Services ❑ Issuer Processing ❑ Prepaid Services ❑ Billing Management ❑ Loyalty Programs ❑ Records Management ® Clearing and Settlement ❑ Merchant Services ❑ Tax/Government Payments ❑ Network Provider ® Others (specify): Tokenization Note: These categories are provided for assistance only, and are not intended to limit or predetermine an entity's service description. If you feel these categories don't apply to your service, complete "Others."If you're unsure whether a category could apply to your service, consult with the applicable payment brand. PCI O9yvCZO Mikation of Compliance for Onsite Assessm&23-634ice Providers, Rev. 1.0 2/7/20232018 © 2006-2018 PC/ Security Standards Council, LLC. All Rights Reserved. Page 2 Part 2a. Scope Verification (continued) Services that are provided by the service provider but were NOT INCLUDED in the scope of the PCI DSS Assessment (check all that apply): Name of service(s) not assessed: I Not applicable. Type of service(s) not assessed: Hosting Provider: Managed Services (specify): Payment Processing: ❑ Applications / software ❑ Systems security services ❑ POS / card present ❑ Hardware ❑ IT support ❑ Internet / e-commerce ❑ Infrastructure / Network ❑ Physical security ❑ MOTO / Call Center ❑ Physical space (co -location) ❑ Terminal Management System ❑ ATM ❑ Storage ❑ Other services (specify): ❑ Other processing (specify): ❑ Web N/A N/A ❑ Security services ❑ 3-D Secure Hosting Provider ❑ Shared Hosting Provider ❑ Other Hosting (specify): N/A ❑ Account Management ❑ Fraud and Chargeback ❑ Payment Gateway/Switch ❑ Back -Office Services ❑ Issuer Processing ❑ Prepaid Services ❑ Billing Management ❑ Loyalty Programs ❑ Records Management ❑ Clearing and Settlement ❑ Merchant Services ❑ Tax/Government Payments ❑ Network Provider ❑ Others (specify): N/A Provide a brief explanation why any checked services Not applicable. were not included in the assessment: PCI O9yvCZOA nation of Compliance for Onsite Assessme23-6'9 'ice Providers, Rev. 1.0 2/7/20232018 © 2006-2018 PC/ Security Standards Council, LLC. All Rights Reserved. Page 3 Part 2b. Description of Payment Card Business Describe how and in what capacity your business stores, processes, and/or transmits cardholder data. Describe how and in what capacity your business is otherwise involved in or has the ability to impact the security of cardholder data. Part 2c. Locations Bluefin Payment Systems LLC (Bluefin), designated and assessed as a Level 1 Service Provider, maintains payment gateway and independent sales organization (ISO) functions. Bluefin enables merchants to accept CHD transactions via a virtual terminal solution and facilitates the connection of merchants to payment processors for processing CHD transactions. Bluefin stores, processes, and transmits cardholder via: Card -Present: • Merchant -Owned POI: Full Track Data Card -Not -Present: Virtual Terminal: PAN, Expiry, Cardholder Name, Card Validation Code E-Commerce: PAN, Expiry, Card Validation Code API: PAN, Expiry, Card Validation Code PIN / Debit: Merchant -Owned POI: Full Track Data, PIN / PIN Block Bluefin stores, processes, and transmits cardholder via: Card -Present: • Merchant -Owned POI: Full Track Data Card -Not -Present: Virtual Terminal: PAN, Expiry, Cardholder Name, Card Validation Code E-Commerce: PAN, Expiry, Card Validation Code API: PAN, Expiry, Card Validation Code PIN / Debit: Merchant -Owned POI: Full Track Data, PIN / PIN Block List types of facilities (for example, retail outlets, corporate offices, data centers, call centers, etc.) and a summary of locations included in the PCI DSS review. Number of facilities Type of facility of this type Location(s) of facility (city, country) Corporate Office 3 Atlanta, GA US Tulsa, OK, US Waterford, Ireland (NOC, Dev) Data Center 2 Atlanta, GA US PCI O9yVEZOAMikation of Compliance for Onsite Assessme2g-6 .fvice Providers, Rev. 1.0 2/7/28M2018 © 2006-2018 PC/ Security Standards Council, LLC. All Rights Reserved. Page 4 Tulsa, OK, US Part 2d. Payment Application r Does the organization use one or more Payment Applications? ❑ Yes ® No Provide the following information regarding the Payment Applications your organization uses: Payment Application Version Application Is application PA-DSS Listing Expiry Name Number Vendor PA-DSS Listed? date (if applicable) N/A N/A N/A ❑ Yes ® No N/A Part 2e. Description of Environment Provide a high-level description of the environment covered by this assessment. For example: • Connections into and out of the cardholder data environment (CDE). • Critical system Components within the CDE, such as POS devices, databases, web servers, etc., and any other necessary payment components, as applicable. Bluefin provides (4) applications specific to the storage, process, and transmit payment card transactions: PayConex provides stand-alone or integrated payment processing with P2PE for direct merchants and software vendors. The P2PE decryption environment is included in the scope of this assessment. PayConex additionally supports E2EE and e-Commerce transactions (hosted e-commerce), and tokenization services • Decryptx enables acquirers, processors, and gateways to offer Bluefin's P2PE solution on their platform and direct to their merchants through an API connection with Bluefin • QuickSwipe Mobile is a payment application installed on mobile devices • ShieldConex provides tokenization of non -card branded data For the purposes of this assessment cardholder data (CHD) is stored encrypted (AES-256 bit) within MySQL databases in accordance with the Bluefin retention policy. Bluefin maintains in -scope data centers located in Atlanta, GA and Tulsa, OK. All vendor, merchant, and partner connections utilize TLS 1.2, IPsec VPN, and / or VPLS network connections. PCI O9yvtZt' AMikation of Compliance for Onsite Assessme2g—&Hiice Providers, Rev. 1.0 2/7/28M2018 © 2006-2018 PC/ Security Standards Council, LLC. All Rights Reserved. Page 5 Does your business use network segmentation to affect the scope of your PCI DSS environment? ® Yes ❑ No (Refer to "Network Segmentation" section of PCI DSS for guidance on network segmentation) Part 2f. Third -Party Service Providers Does your company have a relationship with a Qualified Integrator & Reseller (QIR) for the ❑ Yes ® No purpose of the services being validated? If Yes: Name of QIR Company: N/A QIR Individual Name: N/A Description of services provided by QIR: N/A Does your company have a relationship with one or more third -party service providers (for ® Yes ❑ No example, Qualified Integrator Resellers (QIR), gateways, payment processors, payment service providers (PSP), web -hosting companies, airline booking agents, loyalty program agents, etc.) for the purpose of the services being validated? If Yes: Name of service provider: Description of services provided: Elavon Processor FirstData Processor Chase Paymentech Processor Vital/TSYS Processor Ezic Payment Gateway in Software Payment Processing Note: Requirement 12.8 applies to all entities in this list. PCI O9yvCMAMikation of Compliance for Onsite Assessme2g-6"ice Providers, Rev. 1.0 2/7/28M2018 © 2006-2018 PC/ Security Standards Council, LLC. All Rights Reserved. Page 6 • Security Standards Council Part 2g. Summary of Requirements Tested For each PCI DSS Requirement, select one of the following: • Full — The requirement and all sub -requirements of that requirement were assessed, and no sub - requirements were marked as "Not Tested" or "Not Applicable' in the ROC. • Partial — One or more sub -requirements of that requirement were marked as "Not Tested" or "Not Applicable' in the ROC. • None — All sub -requirements of that requirement were marked as "Not Tested" and/or "Not Applicable" in the ROC. For all requirements identified as either "Partial' or "None," provide details in the "Justification for Approach" column, including: • Details of specific sub -requirements that were marked as either "Not Tested" and/or "Not Applicable" in the ROC • Reason why sub-requirement(s) were not tested or not applicable Note: One table to be completed for each service covered by this AOC. Additional copies of this section are available on the PCI SSC website. Name of Service Assessed: Payment Gateway Service Details of Requirements Assessed Justification for Approach PCI DSS (Required for all "Partial' and "None" responses. Identify which Requirement Full Partial None sub -requirements were not tested and the reason.) Requirement 1: N ❑ ❑ Requirement 2: ❑ N 2.1.1 — No in -scope wireless 2.2.3 — No insecure services, protocols, or daemons 2.6 — Not a shared hosting provider Requirement 3: ❑ ® 3.4.1 — No FDE in use 3.6 — No shared keys for transmission of CHD 3.6.6— No manual clear -text key -management Requirement 4: ❑ N ❑ 4.1.1 — No in -scope wireless Requirement 5: N ❑ ❑ Requirement 6: ❑ ® ❑ 6.4.6— No significant changes Requirement 7: N ❑ ❑ Requirement 8: ❑ N ❑ 8.5.1 — No remote access to customer premises Requirement 9: N 9.5.1 — CHD is never backed up to removable media 9.6 — CHD is never backed up to removable media 9.6.[2-3] — CHD is never backed up to removable media PCI O9yvCZO ttitation of Compliance for Onsite Assessme23-6"ice Providers, Rev. 1.0 2/7/20232018 © 2006-2018 PC/ Security Standards Council, LLC. All Rights Reserved. Page 7 9.7 — CHD is never backed up to removable media 9.8.1 — CHD is never stored on hard -copy materials 9.9 — Bluefin does not manage or maintain POS devices 9.9.[1-3] — Bluefin does not manage or maintain POS devices Requirement 10: Requirement 11: ❑ ® 11.2.3— No significant changes Requirement 12: ® ❑ Appendix Al: Appendix A2: PCI OtyvCZ AMikation of Compliance for Onsite Assessme23--S4 lice Providers, Rev. 1.0 2/7/20232018 © 2006-2018 PC/ Security Standards Council, LLC. All Rights Reserved. Page 8 Security Standards Council_ Section 2: Report on Compliance This Attestation of Compliance reflects the results of an onsite assessment, which is documented in an accompanying Report on Compliance (ROC). The assessment documented in this attestation and in the ROC was completed on: 29 Jun 2021 Have compensating controls been used to meet any requirement in the ROC? ❑ Yes ® No Were any requirements in the ROC identified as being not applicable (N/A)? ® Yes ❑ No Were any requirements not tested? ❑ Yes ® No Were any requirements in the ROC unable to be met due to a legal constraint? ❑ Yes ® No PC/ DSS Laoy of Compliance for Onsite Assessments— 2014eAAroviders, Rev. 1.0 2/7/2Q23018 © 2006-2018 PC/ Security Standards Council, LLC. All Rights Reserved. Page 9 ® Secmiry e Rcunty sCouncil Section 3: Validation and Attestation Details Part 3. PCI DSS Validation This AOC is based on results noted in the ROC dated 29 Jun 2021. Based on the results documented in the ROC noted above, the signatories identified in Parts 3b-3d, as applicable, assert(s) the following compliance status for the entity identified in Part 2 of this document (check one): ® Compliant: All sections of the PCI DSS ROC are complete, all questions answered affirmatively, resulting in an overall COMPLIANT rating; thereby Bluefin Payment Systems LLC has demonstrated full compliance with the PCI DSS. ❑ Non -Compliant: Not all sections of the PCI DSS ROC are complete, or not all questions are answered affirmatively, resulting in an overall NON -COMPLIANT rating, thereby Bluefin Payment Systems LLC has not demonstrated full compliance with the PCI DSS. Target Date for Compliance: An entity submitting this form with a status of Non -Compliant may be required to complete the Action Plan in Part 4 of this document. Check with the payment brand(s) before completing Part 4. a Compliant but with Legal exception: One or more requirements are marked "Not in Place" due to a legal restriction that prevents the requirement from being met. This option requires additional review from acquirer or payment brand. If checked, complete the following: Affected Requirement Details of how legal constraint prevents requirement being met N/A N/A Part 3a. Acknowledgement of Status Signatory(s) confirms: (Check all that apply) ® The ROC was completed according to the PCI DSS Requirements and Security Assessment Procedures, Version 3.2.1, and was completed according to the instructions therein. ® All information within the above -referenced ROC and in this attestation fairly represents the results of my assessment in all material respects. ❑ I have confirmed with my payment application vendor that my payment system does not store sensitive authentication data after authorization. ® 1 have read the PCI DSS and I recognize that I must maintain PCI DSS compliance, as applicable to my environment, at all times. ® If my environment changes, I recognize I must reassess my environment and implement any additional PCI DSS requirements that apply. PCI at�✓Ej(jAk*tation of Compliance for Onsite Assessmeffi4--S4.12ice Providers, Rev. 1.0 2/7/2-0262018 © 2006-2018 PC/ Security Standards Council, LLC. All Rights Reserved. Page 10 5ecudry vindards Council Part 3a. Acknowledgement of Status (continued) ® No evidence of full track data', CAV2, CVC2, CID, or CVV2 dataz, or PIN data' storage after transaction authorization was found on ANY system reviewed during this assessment. ® ASV scans are being completed by the PCI SSC Approved Scanning Vendor Tenable Network Security Part 3b. Service Provider Attestation Signature of Service Provider Executive Officer -P Date: 29 Jun 2021 Service Provider Executive Officer Name: Brent Johnson Title: CISO Part 3c. Qualified Security Assessor (QSA) Acknowledgement (if applicable) If a QSA was involved or assisted with this Performed PCI DSS assessment, performed review of evidence, assessment, describe the role performed: performed scope validation, completed Report On Compliance and Attestation Of Compliance. Signature of Duly Authorized Officer of QSA Company T Date: 29 Jun 2021 Duly Authorized Officer Name: Shawn Shifflett QSA Company: Foregenix Ltd Part 3d. Internal Security Assessor (ISA) Involvement (if applicable) If an ISA(s) was involved or assisted with Not applicable. this assessment, identify the ISA personnel and describe the role performed: ' Data encoded in the magnetic stripe or equivalent data on a chip used for authorization during a card -present transaction. Entities may not retain full track data after transaction authorization. The only elements of track data that may be retained are primary account number (PAN), expiration date, and cardholder name. ' The three- or four -digit value printed by the signature panel or on the face of a payment card used to verify card -not -present transactions. ' Personal identification number entered by cardholder during a card -present transaction, and/or encrypted PIN block present within the transaction message. PCI attvC jQd}}ij*tation of Compliance for Onsite Assessmei24--S4.Rice Providers, Rev. 1.0 2/7/2.0262018 © 2006-2018 PC/ Security Standards Council, LLC. All Rights Reserved. Page 11 C Part 4. Action Plan for Non -Compliant Requirements Select the appropriate response for "Compliant to PCI DSS Requirements" for each requirement. If you answer "No" to any of the requirements, you may be required to provide the date your Company expects to be compliant with the requirement and a brief description of the actions being taken to meet the requirement. Check with the applicable payment brand(s) before completing Part 4. Compliant to PCI DSS Remediation Date and PCI DSS Description of Requirement Requirements Actions Requirement (Select One) (If "NO" selected for any Requirement) YES NO 1 Install and maintain a firewall ® ❑ configuration to protect cardholder data Do not use vendor -supplied defaults for ® ❑ 2 system passwords and other security parameters 3 Protect stored cardholder data ® ❑ 4 Encrypt transmission of cardholder data ® ❑ across open, public networks Protect all systems against malware and ® ❑ 5 regularly update anti -virus software or programs 6 Develop and maintain secure systems ® ❑ and applications 7 Restrict access to cardholder data by ® ❑ business need to know 3 Identify and authenticate access to ® ❑ system components g Restrict physical access to cardholder data 10 Track and monitor all access to network resources and cardholder data 11 Regularly test security systems and processes 12 Maintain a policy that addresses ® ❑ information security for all personnel Appendix Al Additional PCI DSS Requirements for ® ❑ Shared Hosting Providers Additional PCI DSS Requirements for ® ❑ Appendix A2 Entities using SSL/early TLS for Card - Present POS POI Terminal Connections °'�`•`�a C3: W VISA PCI at ✓vCbfIfitt.*tation of Compliance for Onsite Assessmei24 ice Providers, Rev. 1.0 2/7/2-0262018 © 2006-2018 PC/ Security Standards Council, LLC. All Rights Reserved. Page 12 EXHIBIT A 2. Santa Ana Budgetary Quote (Optional Clariti-CivicPlus-Centaman-3Di Systems Integrations + Peripheral Bundle for Additional Cashier Workstations) 19 City Council 23 — 45 2/7/2023 �mSY_STEM Summary December 28, 2022 City of Santa Ana Budget Quote 2022 City of Santa Ana (referred to as the "Client") requested System Innovators Professional Services to provide the following: 1) Real-time Integration to Clariti Government Licensing and Permitting System 2) Real-time Integration to Civic Plus CivicRec Parks and Recreation System 3) File Export Integration -Santa Ana Zoo Ticketing System and selected Vendor - Centaman 4) Peripheral bundle for additional Cashier workstations The Client acknowledges that this is a budgetary quote that was provided with very little definition of scope. Prices are based on an average sized projects of similar interface requirements. Any additions or amendments to the projects listed, or adjustments/clarification to Statements of Work will be handled via the Project Change Request process. This quote is valid for 90 days from the date listed above. Assumptions 1. The Client will employ the human resources necessary to ensure the project is successfully completed on schedule. These resources will include 1) a Project Manager who has the authority to represent the Client in all aspects of this Agreement; 2) subject matter experts who can define the requirements and business rules that dictate the design of the customizations; and 3) technical staff who can provide System Innovators with support for the Client's computing environment (personal computers, servers, network, software, and so forth) as well as technical support for third -party systems that interface with System Innovators' software. 2. The Client or Client's delegate will produce a tested and documented application programming interface (API) to any application to be interfaced with System Innovator products and/or software. 3. The Client will provide System Innovators with remote access to their computing environment so that System Innovators may support the Client with delivery, implementation, and testing of the customized software. System Innovators' access to the Client's computing environment may be accomplished through such means as a high- speed virtual private network (VPN) or an Internet -based remote access tool (such as Go to Meeting or Turbo Meeting). 4. The Client will provide a fully functional test system including hardware,software, documentation and any system software and/or upgrades necessary to complete acceptance testing. 5. The Client will install and configure all required personal computers, hardware, software, and communications networking in advance of planned delivery of Systems Innovator's software and/or services. The Client will inform System Innovators of any changes related to their system configuration. 6. Professional services hours have been estimated based on known requirements as provided by the Client as of the date of this quote. Services are subject to change based on new, or updated requirements. City Council System Innovators 800.963.5000 • Fax: 904.645.8892 23 — 46 2/7/2023 9000 Southside Blvd Jacksonville, FL 32256 Page 2 of 4 7. The Client will prepare an acceptance test plan and test scripts, perform acceptance testing, and report test results and identified defects to the Systems Innovator Project Manager within the specified timeline agreed upon in the project plan. Defect Criteria - Any issue identified during the execution of test scripts during any of the test phases will be assigned a severity level from one to four (defined below) if the issue is a defect. A defect is defined as an item that does not function as designed. The source of truth for the design is the associated functional or integration specification. b. The standard System Innovators Defect severity levels are defined as follows: i. Severity 1— Blocking defect associated with a critical functionality preventing continuation of the testing scenario; no workaround available iL Severity 2 — Defect associated with a critical functionality; a workaround is available iii. Severity 3— Defect associated with non -critical functionality 8. The Client will purchase 32 Test Cards from a compliant third -party for testing EMV terminals. This budgetary quote does not include this purchase. 9. For the Zoo Ticketing Interface, it is the expectation that all work to be completed and billed by the selected vendor, Centaman. Upon completion of said work, the intent is for the license ownership and subsequent annual maintenance beyond the first year will transfer to the City of Santa Ana. PROFESSIONAL Real time integration to Clariti Software System — Bi-Directional - Medium Complexity $ 55,200.00 Real time integration to Civic Plus CivicRec Software System - Bi-Directional - Medium Complexity $ 55,200.00 Professional Services Subtotal $110,400.00 *Peripheral Hardware quotation represents a single cashier workstation requirement. Actual workstation PC not included. Hardware (Option 1) PAX A80 Credit Card Terminal - Wired QuantityPeripheral 1 $425.00 $425.00 (Option 2) PAX A920 Credit Card Terminal — Wireless 2.4 GHz 1 $560.00 $560.00 Receipt Printer— Epson TM-6000 1 $848.00 $848.00 Cash Drawer - APG 1 $268.00 $268.00 OCR Scanner/Image Reader —Canon CR-L1 1 $620.00 $620.00 Shipping, Handling and Taxes TBD $0.00 Pipera Hardware u ro COUICII 23 - 161.00Clt System Innovators 9000 Southside Blvd 800.963.5000 9 Fax: 904.645.8892 Jacksonville, FL 32256 Page 3 of 4 ANNUAL SUPPORT and MAINTENANCE Real time integration to Clariti Software System $5,000.00 Real time integration to Civic Plus CivicRec Software System $5,000.00 File Export From Centaman Zoo Ticketing System (Starting Year 2, subject to standard annual increases) $2,500.00 Support and Maintenance Subtotal $12,500.00 Notes: • Rates for each interface above is based on single interface design and implementation at a time. Further license and services discounts may apply if multiple interfaces are combined into a single project. • The annual support and maintenance investment for application interfaces applies only to those interfaces written and maintained by System Innovators. Support fees for interfaces include modifying interfaces to comply with changes forced by legislation or System Innovators system upgrade. Support Fees for all payment collection software products licensed by System Innovators include help desk support services and upgrades to the latest versions of the licensed software as they become available. The annual Software Support Fee for iNovah entitles the Customer to upgrades/updates to iNovah as defined in the master annual support and maintenance agreement. • System innovators' pricing does not include the cost for changes to 3rd party systerns. • Should the project require travel to the Client's location, then System Innovators will charge a fixed price of $3,500 for each one (1) person trip, which will be billed as incurred. City Council System Innovators 800.963.5000 • Fax: 904.645.8892 23 — 48 2/7/2023 9000 Southside Blvd Jacksonville, FL 32256 mSY_STEM Summary December 20, 2022 City of Santa Ana Budget Quote 2022 City of Santa Ana (referred to as the "Organization") requested System Innovators Professional Services to provide the following: 1) Custom File Export for 313i Systems' Data for payment and collection of Rental Registry Fees 2) Wovah Custom Import Scheduler The Organization acknowledges that this is a budgetary quote that was provided with very little definition of scope. Prices are based on an average sized projects of similar interface requirements. Any additions or amendments to the projects listed, or adjustments/clarification to Statements of Work will be handled via the Project Change Request process. This quote is valid for 90 days from the date listed above. Assumptions 1. The Organization will employ the human resources necessary to ensure the project is successfully completed on schedule. These resources will include 1) a Project Manager who has the authority to represent the Organization in all aspects of this Agreement; 2) subject matter experts who can define the requirements and business rules that dictate the design of the customizations; and 3) technical staff who can provide System Innovators with supportfor the Organization's computing environment (personal computers, servers, network, software, and so forth) as well as technical support for third -party systems that interface with System Innovators' software. 2. The Organization or Organization's delegate will produce a tested and documented application programming interface (API)to any application to be interfaced with System Innovator products and/or software. 3. The Organization will provide System Innovators with remote access to their computing environment so that System Innovators may support the Organization with delivery, implementation, and testing of the customized software. System Innovators' access to the Organization's computing environment may be accomplished through such means as a high-speed virtual private network (VPN) or an Internet -based remote access tool (such as Go to Meeting or Turbo Meeting). 4. The Organization will provide a fully functional test system including hardware, software, documentation and any system software and/or upgrades necessary to complete acceptance testing. 5. The Organization will install and configure all required personal computers, hardware, software, and communications networking in advance of planned delivery of Systems Innovator's software and/or services. The Organization will inform System Innovators of any changes related to their system configuration. 6. Professional services hours have been estimated based on known requirements as provided by the Organization as of the date of this quote. Services are subject to change based on new, or updated requirements. City Council System Innovators 800.963.S000 • Fax: 904.64S.8892 23 — 49 2/7/2023 9000 Southside Blvd Jacksonville, FL 32256 Page 2 of 4 The Organization will prepare an acceptance test plan and test scripts, perform acceptance testing, and report test results and identified defects to the Systems Innovator Project Manager within the specified timeline agreed upon in the project plan. a. Defect Criteria - Any issue identified during the execution of test scripts during any of the test phases will be assigned a severity level from one to four (defined below) if the issue is a defect. A defect is defined as an item that does not function as designed. The source of truth for the design is the associated functional or integration specification. b. The standard System Innovators Defect severity levels are defined as follows: i. Severity 1— Blocking defect associated with a critical functionality preventing continuation of the testing scenario; no workaround available ii. Severity 2— Defect associated with a critical functionality; a workaround is available iii. Severity 3— Defect associated with non -critical functionality PROFESSIONAL Custom File Export - 3Di Systems to iNovah for Rental Registry Payments $ 19,360.00 iNovah Custom Import Scheduler $ 19,360.00 Professional Services Subtotal $38,720.00 Notes: • Rates for each interface above is based on single interface design and implementation at a time. Further license and services discounts may apply if multiple interfaces are combined into a single project. • The annual support and maintenance investment for application interfaces applies only to those interfaces written and maintained by System Innovators. Support fees for interfaces include modifying interfaces to comply with changes forced by legislation or System innovators system upgrade. Support Fees for all payment collection software products licensed by System Innovators include help desk support services and upgrades to the latest versions of the licensed software as they become available. The annual Software Support Fee for iNovah entitles the Organization to upgrades/updates to iNovah as defined in the master annual support and maintenance agreement. • System Tnnovamrs pricing does not include the cost for changes to 3rd party systems. • Should the project require travel to the Organization's location, then System Innovators will charge a fixed price of $3,500 for each one (1) person trip, which will be billed as incurred. City Council 23 — 50 2/7/2023 System Innovators 9000 Southside Blvd 800.963.5000 • Fax: 904.645.8892 Jacksonville, FL 32256 EXHIBIT B Maximum Fiscal Year Compensation Table (Master Renewal Agreement) 20 City Council 23 — 51 2/7/2023 EXHIBIT B Maximum Fiscal Year Compensation Table- Santa Ana EMV Services Fiscal Year Activity Description Contracted Compensation Amount Additional Contingency Compensation MaximumAmoun Amount Calendar Year 2023 (January) One-time EMV Installtion/Stand-up and Configuration S10,000 S1,500 $11,500 Calendar Year 2021 (January) Purchase One-time EM V Payment Terminals x 30 S68,880 S10,332 $79,212 Calendar Year 2023 (January -June) Semi -Annual. Gateway Transaction Payment Processing Fees (� 352 per Transaction FV 2022- Plus Semi-Arnmal Device 23 Management Fee (d� S2.50 per Device S8,850 S1,328 $10,178 [Contingency Only] ............................................................................................................................................................................................................................................ iNovah integration into Citv_ of Santa Ana land Management System 50 S75,200 $75,200 Calendar Year 2023 Annual Support & Maintenance SO S5,000 $5,000 ............[Contingency Only[............ iNovah Integration into City of Santa Ana Zoo Ticketing System SO S75,200 $75,200 Calendar Year 2023 Annual Sup port.&Maintenance SO S5,000 $5,000 City Council 23 — 52 2/7/2023 EXHIBIT B Maximum Fiscal Year Compensation Table- Santa Ana EMV Services Fiscal Contracted Compensation Additional MaximumAmoun Year Activity Description Amount Contingency Compensation Amount ............011 On 11:a............ iNovah Integration into City of Santa Ana Parks, Recreation & Community Svcs. Reservation System So S75,200 $75,200 Calendar Year 2023 Annual Support & Maintenance SO S5,000 $5,000 [Contingency Only] iNovah Integration into City FY 2022- of Santa Ana Business 23 License Tax Software SO S75,200 $75,200 Calendar Year 2023 Annual Support & Maintenance 50 S5,000 $5,000 [Contingency Only] iNovah Interface with City of Santa Ana Community Development 3Di Systems for Rental Rusty Fees So S56,028 $56,028 Calendar Year 2023 Annual Support & Maintenance s0 S5,000 $5,000 Calendar Year 2023 (July -December) Semi -Annual Gateway Transaction Payment Processing Fees but 35e per Transaction Plus Semi -Annual Device Management Pee (a),S2.50 FY 2023- per Device S8,850 S1,328 $10,178 24 [Contingency Only] ............................................................................................................................................................................................................................................. iNo%ah integration into Cit_v of Santa Ana Land Mana&cncnt System Calendar Year 2024 Annual Support & Maintenance SO S5,000 $5,000 City Council 23 — 53 2/7/2023 EXHIBIT B Maximum Fiscal Year Compensation Table- Santa Ana EMV Services Contracted Compensation Additional Maximum Year Activity Description Amount Contingency Compensation Amount ............[C,on Iin�encY., On 11:[............ iNovah Integration into City of Santa Ana Zoo Ticketing System Calendar Year 2024 Annual Support & Maintenance SO S5,000 $5,000 [Contingency Only] ..................................................................... iNovah Integration into City of Santa Arta Parks, Recreation & Comnmany Svcs. Reservation System Calendar Year 2024 Annual Support & Maintenance 50 S5,000 $5,000 ........._[Contingeocy, Only'] ............. iNovah Integration into City FY 2023- of Santa Ana Business License Tax Softwarc 24 Calendar Year 2024 Annual Support & Maintenance SO S5,000 $5,000 [Contingency Only] iNovah Interface with City of Santa Ana Community Development-3 Di Systems for Rental Registry Fees Calendar Year 2024 Annual Support & Maintenance SO S5,000 $5,000 Calendar Year 2024 (January -June) Semi -Annual Gateway Transaction Payment Processing Fees (& 35e per Transaction Plus Semi -Annual Device Management Fee @ S2.50 10 per Device 1 S8,850 S1,328 $10,178 City Council 23 — 54 2/7/2023 EXHIBIT B Maximum Fiscal Year Compensation Table- Santa Ana EMV Services Year Activity Description Contracted Compensation Amount Additional Contingency Maximum Compensation Amount Calendar Year 2024 (July -December) Semi -Annual Gateway Transaction Payment Processing Fees (a�, 35f` per Transaction Plus Semi -Annual Device Management Fee S2.50 per Device S8,850 S1,328 $10,178 [Contingency Only] ............................................................................................................................................................................................................................................. iNovah Integration into City of Santa Ana Land Management System Calendar Year 2025 Annual Support & Maintenance 50 S5,000 $5,000 ........._[Contfi eeucyOnly]............. iNovah Integration into City FV 2024- of Santa Ana Zoo Ticketing 25 System Calendar Year 2025 Annual Support & Maintenance SO S5,000 $5,000 ............[Contingency Only[............ iNovah Integration into City of Santa Ana Parks, Recreation & Community Svcs, Reservation System Calendar Year 2025 Annual Support & Maintenance SO S5,000 $5,000 [Contingency Only] iNovah Integration into City of Santa Ana Business License Tax Software Calendar Year 2025 Annual Support & Maintenance SO S5,000 $5,000 City Council 23 — 55 2/7/2023 EXHIBIT B Maximum Fiscal Year Compensation Table- Santa Ana EMV Services Fiscal Contracted Compensation Additional MaximumAmoun Year Activity Description Amount Contingency Compensation Amount [Contingency Only] iNovah Interface with City of Santa Ana Community Development 31)i Systems for Rental Registry Fees Calendar Year 2025 Annual FY 2024- Support & Maintenance SO S5,000 $5,000 25 Calendar Year 2025 (Jatmary-June) Semi -Annual Gateway Transaction Payment Processing Fees (o), 352 per Transaction Plus Semi -Annual Device Management Fee (aS2.50 per Device S8,850 SI,328 $10,178 Calendar Year 2025 (July -December) Sclm-Annual Gateway Transaction Payment Processing Fees (a) 356 per Transaction Plus Semi -Annual Device Management Fee (a' S2.50 per Device S8,850 S1,328 $10,178 ........._..Contingency.Onlyl.................................................................................... ............................................................................................... iNovah Integration into City FY 2025- of Santa .Ana Land 26 Management System Calendar Year 2026 Annual Support & Maintenance SO S5,000 $5,000 [Contingency. Only] iNo%ah integration into Citv of Santa Ana Zoo Ticketing System Calendar Year 2026 Annual Support & Maintenance SO S5,000 $5,000 City Council 23 — 56 2/7/2023 EXHIBIT B Maximum Fiscal Year Compensation Table- Santa Ana EMV Services Fiscal Contracted Compensation Additional MaximumAmoun Year Activity Description Amount Contingency Compensation Amount ............011 On 11:a............ iNovah Integration into City of Santa Ana Parks, Recreation & Community Svcs. Reservation System Calendar Year 2026 Annual Support & Maintenance SO S5,000 $5,000 [Contingency Only] iNovah Integration into City of Santa Ana Business License Tax Software Calendar Year 2026 Annual Support & Maintenance SO S5,000 $5,000 FY 202$- 26 [Contingency Only] iNovah Interface with City of Santa Ana Community Development 3Di Systems for Rental Rusty Fees Calendar Year 2026 Annual Support & Maintenance SO S5,000 $5,000 Calendar Year 2.1121, (January -June) Semi -Annual Gateway Transaction Payment Processing Fees but 35e per Transaction Plus Semi -Annual Device Management Fee (a), S2.50 per Device S8,850 S1,328 $10,178 Calendar Year 2020 (July -December) Semi -Annual Gateway FV 2026- Transaction Payment 27 Processing Fees @ 35¢ per Transaction Plus Semi -Annual Device Management Fee Ca, S2.50 per Device S8,850 S1,328 $10,178 City Council 23 — 57 2/7/2023 EXHIBIT B Maximum Fiscal Year Compensation Table- Santa Ana EMV Services Year Activity Description Contracted Compensation Amount Additional Contingency Maximum Compensation Amount ............tC,on Iin�ency, On 11:a............. ..................................................................................................................................................................... iNovah Integration into City of Santa Ana land Management System Calendar Year 2027 Annual Support & Maintenance so S5,000 $5,000 [Contingency Only] ..................................................................... iNovah Integration into City of Santa Ana Zoo Ticketing System Calendar Year 2027 Annual Support &Maimcnancc So S5,000 $5,000 [Contingency Only] iNovah Integration into Cit_v of Santa Ana Parks, FV 2026- Recreation & Connnmriry, 27 Svcs. Resrmation Systcm Calendar Year 2027 Annual Support & Maintenance So S5,000 $5,000 ............[Contingency Only[............ iNovah Integration into City of Santa Ana Business License Tax Software Calendar Year 2027 Annual Support & Maintenance so S5,000 $5,000 [Contingency Only] iNovah Interface with City of Santa Ana Community Development IN Systems I'or Rental Registry Fees Calendar Year 2027 Annual Support&Maintenance So S5,000 $5,000 City Council 23 — 58 2/7/2023 EXHIBIT B Maximum Fiscal Year Compensation Table- Santa Ana EMV Services Contracted Compensation Additional Maximum Year Activity Description Amount Contingency Compensation Amount Calendar Year 2027 (January -June) Semi -Annual Gateway FV 2026- Transaction Payment 27 Processing Fees (a7, 35i per Transaction Plus Semi -Annual Device Management Fee S2.50 per Device S8,850 S1,328 $10,178 Calendar Year2027 (.July -December) Semi -Annual Gateway Transaction Payment Processing Fees fir) 352 per Transaction Plus Semi -Annual Device Management Fee(ar S2.50 Per Device S8,850 S1,328 $10,178 [Contingency Only] ............................................................................................................................................................................................................................................. Novah integration into Cit_v of Santa Ana Land Management System Calendar Year 2028 Annual FiY 2027- Support & Maintenance SO S5,000 $5,000 28 ............L('ontini!ency.Only]............ iNovah Integration into Citv of Santa Ana Zoo Ticketing System Calendar Year 2028 Annual Support & Maintenance SO S5,000 $5,000 [Contingency Only] iNovah Integration into City otSanta Ana Parks, Recreation & Community Svcs. Reservation System Calendar Year 2028 Annual Support & Maintenance SO S5,000 $5,000 City Council 23 — 59 2/7/2023 EXHIBIT B Maximum Fiscal Year Compensation Table- Santa Ana EMV Services Contracted Compensation Additional Maximum Year Activity Description Amount Contingency Compensation Amount ............011 On 11:a............ iNovah Integration into City of Santa Ana Business License Tax Software Calendar Year 2028 Annual Support & Maintenance SO S5,000 $5,000 [Contingency Only] iNovah Interface with City o Santa Ana Community FY 2027- Development 3Di Systems 28 for Rental Registry Fees Calendar Year 2028 Annual Support & Maintenance 50 S5,000 $5,000 Calendar Year 2028 (Janumy-June) Scmi-Annual Gateway Transaction Pavmen[ Processing Fees (n� 35¢ per Transaction Plus Setni-Amtual Device Management Fee 52.50 perDevice S8,850 SI,328 $10,178 Calendar Year 2028 (July -December) Semi -Annual Gateway Transaction Payment Processing Fees but 35e per Transaction Plus Semi -Annual Device Management Fee (a),S2.50 FY 2028- per Device S8,850 S1,328 $10,178 29 [Contingency Only] ............................................................................................................................................................................................................................................. iNo%ah Integration into Cit_v of Santa Ana Land Managcnan System Calendar Year 2029 Annual Support & Maintenance SO S5,000 $5,000 City Council 23 — 60 2/7/2023 EXHIBIT B Maximum Fiscal Year Compensation Table- Santa Ana EMV Services Contracted Compensation Additional Maximum Year Activity Description Amount Contingency Compensation Amount ............[C,on Iin�encY., On 11:[............ iNovah Integration into City of Santa Ana Zoo Ticketing System Calendar Year 2029 Annual Support & Maintenance So S5,000 $5,000 [Contingency Only] ..................................................................... iNovah Integration into City of Santa Arta Parks, Recreation & Comnmany Svcs. Reservation System Calendar Year 2029 Annual Support & Maintenance So S5,000 $5,000 ........._[Contingeocy, Only'] ............. iNovah Integration into City FY 2028 of Santa Ana Business License Tax Software 29 Calendar Year 2029 Annual Support & Maintenance So S5,000 $5,000 [Contingency Only] iNovah Interface with City of Santa Ana Community Development-3 Di Systems for Rental Registry Fees Calendar Year 2029 Annual Support & Maintenance SO S5,000 $5,000 Calendar Year 2029 (January -June) Semi -Annual Gateway Transaction Payment Processing Fees (& 35e per Transaction Plus Semi -Annual Device Management Fee @ S2.50 per Device S8,850 S1,328 $10,178 City Council 10 23 — 61 2/7/2023 EXHIBIT B Maximum Fiscal Year Compensation Table- Santa Ana EMV Services Contracted Compensation Additional Maximum Year Activity Description Amount Contingency Compensation Amount Calendar Year 2029 (July -December) Semi -Annual Gateway FV 2029- Transaction Payment 30 Processing Fees (a�, 35i per Transaction PIuS Semi -Annual Device Management Fee S2.50 per Device S8,850 S1,328 $10,178 Subtotal Subtotal Grand Total S202,780 S562,252 $765,032 City Council 11 23 — 62 2/7/2023 Exhibit 1 - System Innovators - Master Renewal Agrement - (Final_CLEAN)_(1-17-23) - CAO Signed_SI Final Audit Report executed ►RryZc311716'4? Created: 2023-01-23 By: Kristin Andrade (kandrade@santa-ana.org) Status: Signed Transaction ID: CBJCHBCAABAAi-TMb4xBv2NolAjyctbHg-o-gVhBX51x "Exhibit 1 - System Innovators - Master Renewal Agrement - (Fi nal_CLEAN)_(1-17-23) - CAO Signed_SI executed" History 15 Document created by Kristin Andrade (kandrade@santa-ana.org) 2023-01-23 - 4:30:46 PM GMT- IP address: 98.153.69.210 [-y Document emailed to Kathryn Downs (kdowns@santa-ana.org) for signature 2023-01-23 - 4:31:42 PM GMT Email viewed by Kathryn Downs (kdowns@santa-ana.org) 2023-01-23 - 5,05,22 PM GMT- IP address: 98.153.69.210 60 Document e-signed by Kathryn Downs (kdowns@santa-ana.org) Signature Date: 2023-01-23 - 5:05:36 PM GMT - Time Source: server- IP address: 98.153.69.210 0 Agreement completed. 2023-01-23 - 5:05:36 PM GMT Q AdotWtAaNgAign 23 - 63 2/7/2023 EXHIBIT 2 SUPPORT AND MAINTENANCE AGREEMENT THIS AGREEMENT (hereinafter "Support and Maintenance Agreement") is made and entered into this 7th day of February, 2023, by and between System Innovators, Inc., a Florida corporation and a Division of N. Harris Computer Corporation (System Innovators), (`CONSULTANT"/"Sl"), 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"). CITY and CONSULTANT/SI shall hereinafter collectively be referred to as "the PARTIES". RECITALS: A. This SUPPORT AND MAINTENANCE AGREEMENT made and entered into this 7`" day of February, 2023 between SYSTEM INNOVATORS, INC. ("CONSULTANT"/"Si"), a Florida corporation and a Division of N. Harris Computer Corporation and the City of Santa Ana (`CITY"), a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California. B. SI owns the Software which has been licensed to CITY pursuant to a March 2014 Software License Agreement (Agreement A-2014-073), and subsequent amended agreements: A-2014-358 (December 2014), A-2016-099 (May 2016), and A-2019-135 (August 20, 2019), which license remains in effect by the parties' separate Master Renewal Agreement dated February 7, 2023. C. The CITY wishes to receive support and maintenance services related to the Software; D. SI shall provide the support and maintenance services related to the Software. NOW THEREFORE, in consideration of the mutual covenants set out in this support and maintenance agreement (the "Support and Maintenance Agreement") and for other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the parties agree as follows: Unless otherwise defined herein, all defined terms used herein shall have the meaning ascribed to them in the parties' separate Master Renewal Agreement dated February 7, 2023. If not in conflict with the terms of this Support and Maintenance Agreement, all other terms of the Master Renewal Agreement shall be incorporated into this Support and Maintenance Agreement. 2. This Support and Maintenance Agreement is the exclusive statement of the entire support and maintenance agreement between SI and CITY. The parties agree that any previous agreement or terms in an agreement that provided support and maintenance services City Council 23 — 64 2/7/2023 similar to those provided under this Support and Maintenance Agreement have either expired, been terminated under their own ternis, or have been terminated by operation of said Master Renewal Agreement. 3. SI shall provide software support primarily via telephone and electronic mail in addition to site visits only when necessary. The support services will be provided only during the hours of operation as described in the Standard Maintenance and Support Guideline, which is hereby fully incorporated herein by reference, and which are in effect as of the Start Date (as defined below), as such services may, at SI's sole discretion, be modified or supplemented from time to time. To enable SI to provide effective support, the CITY will establish auto remote access procedures compatible with SI's then current practices, which may be revised over time. 4. The provision of support services under this Support and Maintenance Agreement shall start on the effective date of the Master Renewal Agreement (Start Date). 5. In consideration for the support services specified in this Support and Maintenance Agreement, CITY agrees to pay, and CONSULTANT agrees to accept the "Support and Maintenance Fee" as detailed in Exhibits A, B, C, and D as incorporated below, in an aggregate base amount of $515,605.29, with a further aggregate contingency amount of $77,340.79, for a total combined not to exceed amount of $592,946.08 as set -out in EXHIBIT D (Maximum Fiscal Year Compensation Table) which is hereby fully incorporated herein by reference. The Support and Maintenance Fee will be billed semi- annual basis. The first payment will be due and payable upon the approval of the Master Renewal Agreement. Thereafter the Support and Maintenance Fee will be billed in advance each semi-annual period or on an alternative date mutually agreed to by both parties. In accordance with CITY's payment practices CITY, after the first payment the CITY shall have forty-five (45) days from the each senu-annual anniversary date to remit annual payment to SI of the Support and Maintenance Fee. If the CITY would like to match the invoicing of the Support and Maintenance Fee to its fiscal year or any other period, it may request, daring the initial annual period of this Support and Maintenance Agreement that SI issue a prorated invoice for the portion remaining during the initial annual period. SI may change the Support and Maintenance Fee from time to time in relation to each annual support and maintenance period but CITY shall only be billed only twice per year, and any such increase shall not exceed five percent (5%) per year and may include a corresponding five percent (5%) increase with respect to Third -party services pursuant to Section 7, below. 6. In the event CITY requests material or substantive changes to documentation, reporting and/or interface creation or other material or substantive changes outside of the scope of Standard Support Guidelines as set forth in Exhibit E hereto, ST will be entitled to increase the Support and Maintenance Fee by no less than twenty-five percent (25%) of the license associated with the new/additional functionality, per request per year going forward in order to allow SI to maintain these changes through each Release City Council 23 — 65 2/7/2023 of the Software, except wbere said requests by CITY are incorporated within the provisions of a duly executed Change Order approved by SI as set out in the Master Renewal Agreement, 7. Sl reserves the right to bill an additional fee of three percent (3%) for Third -party services should Third- party license vendors include an annual escalator that exceeds seven and a half percent (7.5%). In such an event, SI shall provide CITY with adequate documentation of Third -party license vendors' annual escalator increases exceeding seven and a half percent (7.5%). 8. In addition to the above, where CITY purchases additional or different licenses related to the SI Software, or any new module s/envh-onments, additional Support and Maintenance Fees may be charged by ST at the time of purchase of such software heense(s) and incorporate such increase(s) in any subsequent Support and Maintenance Fee payments previously agreed to subject to a duly executed Change Order approved by ST. 9. In addition to the Support and Maintenance Fee, CITY shall reimburse ST for its direct expenses in providing support services ("Billable Fees") pursuant to this Support and Maintenance Agreement which include as of the Start Date: (a) courier services, photocopying, faxing, long distance phone calls and reproduction services, (b) all direct travel expenses including, but not limited to hotel, airfare, car rental, tolls, parking and airline and travel agent fees; a travel time rate of fifty percent (50%) of the individual 's current standard hourly rate; a per diem rate not to exceed $85.00 for weekdays and a $150.00 for weekends and statutory holidays that includes all meal, food and telecommunications expenses (receipts will be provided to CITY); and a mileage charge consistent with the Internal Revenue Service recommended rate per mile, (c) and all other reasonable direct expenses incurred in the performance of SI's duties hereunder. ST may update its reimbursement policies from time to time, in which case such updated policies shall apply for purposes of this Support and Maintenance Agreement, provided that such updated reimbursement policies must generally apply to all clients of ST. 10. ST shall supply all maintenance/build Releases to CITY at no additional charge other than the payment of the Support and Maintenance Fee. City Council 23 — 66 2/7/2023 11. Upgrades are defined as major new versions of the Software or subversions supplying new functionality. Upgrades may require additional services to be performed by SI outside of the scope of those services provided by SI under this Support and Maintenance Agreement including professional services for the installation and implementation of the Upgrade and additional training that will be subject to Sl's then -prevailing policies, terms and Billable Fees related to pricing and hourly rates. 12. Updates/builds are defined as minor code updates to the Software, such as providing bug fixes or minor modifications. All Updates/builds of the Software will be made available to CITY at no additional charge other than the payment of the Support and Maintenance Fee. 13. SI shall not be required to perform corrective maintenance as part of its Support and Maintenance Services with respect to Software malfunctions caused by: (a) CITY's modifications to the Software unless performed at the direction of SI; (b) CITY's failure to use updates, enhancements or program error corrections; (c) Failure to use the Software in accordance wi th this Support and Maintenance Agreement or Master Renewal Agreement; or (d) Actions beyond SI's reasonable span of control with respect to CITY's actions which alter the turnkey implementation environment, or cause hardware or Third Party Software malfunctions. 14. All payments hereunder shall be in U.S. dollars and shall be net of any taxes, tariffs or other governmental charges. SI shall be responsible for paying all taxes, fees, assessments and premiums of any kind payable on its employees and operations. Any tax Sl may be required to collect or pay upon the sale, use or delivery of the support and maintenance services described in this Support and Maintenance Agreement shall be paid by CITY and such sums shall be due and payable to SI upon receipt of an invoice therefore. Any taxes levied in relation to the services required for a Release shall be paid by CITY. The CITY shall be responsible for the payment of any applicable duties and sales/consumption taxes. 15. The term of this Support and Maintenance Agreement shall be identical to the Term set forth in the Master Renewal Agreement unless terminated by either party upon giving to the other not less than one hundred and twenty (120) days' notice in writing prior to the end of the initial annual maintenance and support period or any subsequent annual maintenance and support period. CITY shall pay the then prevailing Support and Maintenance Fee in advance for each annual period of the Support and Maintenance Agreement, subject to CITY's payment practices as hereinabove set forth in Section 5. City Council 23 — 67 2/7/2023 16. Where the notice of non -renewal has not been provided in accordance with these terms, the CITY is obliged to pay the Support and Maintenance Fee for the then applicable annual period. The tennination of this Support and Maintenance Agreement by CITY shall not affect the License or the Software License Agreement incorporated within the Master Renewal Agreement. SI shall neither refund any Support and Maintenance Fees nor any Billable Fees if this Support and Maintenance Agreement is terminated. CITY acknowledges that if this Support and Maintenance Agreement is terminated, then it will not be eligible to receive the benefits of this Support and Maintenance Agreement including the right to Releases or to access the source code in escrow upon the occurrence of any Event of Default. 17. Title to and ownership of all proprietary rights in the Releases and all related proprietary information supplied by Sl in providing the services pursuant to this Support and Maintenance Agreement shall at all times remain with SI, and CITY shall acquire no proprietary rights by virtue of this Support and Maintenance Agreement. 18. Sl shall have the right to terminate this Support and Maintenance Agreement immediately if CITY attempts to assign this Support and Maintenance Agreement or any of its rights hereunder, or undergoes reorganization, without complying with the License Agreement provisions of the Master Renewal Agreement. 19. In the event CITY fails to pay all or any portion of an invoice on or before sixty (60) days after the date it becomes due, SI shall have the option to suspend or terminate this Support and Maintenance Agreement. Suspension or termination shall not relieve CITY of its obligation to pay its outstanding invoices, including any applicable late charges. CITY will be required to pay SI the entire Support and Maintenance Fees for the period of suspension prior to reinstatement of support and maintenance services. 20. All notices, demands, and requests, required to be given under this Support and Maintenance Agreement by either patty to the other shall be in writing and delivered by hand, or by registered or certified mail, postage prepaid, to the respective parties at the following addresses, or to such other address as may be given by a party to the other pursuant hereto as set forth in the Master Renewal Agreement. 21. Either party's lack of enforcement of any provision in this Support and Maintenance Agreement in the event of a breach by the other shall not be construed to be a waiver of any such provision or the non -breaching party may elect to enforce any such provision in the event of any repeated or continuing breach by the other. 22. The parties agree that the terms and conditions contained herein shall prevail notwithstanding any variations on any orders, e-mails or other correspondence submitted by CITY. City Council 23 — 68 2/7/2023 23. The particular provisions of this Support and Maintenance Agreement shall be deemed confidential in nature and neither CITY nor SI shall divulge any of its provisions as set forth herein to any third party except as maybe required by law. 24. Termination of this Support and Maintenance Agreement shall not affect any right of action of either party arising from anything which was done or not done, as the case may be, prior to the termination taking effect. 25. The parties hereby confirm that the waivers and disclaimers of liability, releases from liability, limitations and apportionments of liability, and exclusive remedy provisions expressed throughout this Support and Maintenance Agreement shall extend to such person's affiliates and to its shareholders, directors, officers, employees and affiliates. 26. Where remedies are expressly afforded by this Support and Maintenance Agreement, such remedies are intended by the parties to be the sole and exclusive remedies of CITY for liabilities of SI arising out of or in connection with this Support and Maintenance Agreement, notwithstanding any remedy otherwise available at law or in equity. 27. This Support and Maintenance Agreement shall be governed by the laws of the State in which CITY is located. 28. This Agreement may not be assigned by CITY unless, concurrently with any such assignment, CITY assigns its rights under, and complies with the License Agreement provisions of the Master Renewal Agreement. This Support and Maintenance Agreement shall be binding upon the successors and assigns of the parties and ensure to the benefit of the successors and permitted assigns of the parties. 29. The invalidity or unenforceability of any provision or covenant contained in this Support and Maintenance Agreement shall not affect the validity or enforceability of any other provision or covenant herein contained and any such invalid provision or covenant shall be deemed to be severable. 30. This Support and Maintenance Agreement must be signed below and may be signed in counterpart and delivered by fax, email as a PDF (Portable Document Format) file attachment, or by other means that displays the original or a copy of the signatures. Any subsequent amendments may be signed and delivered in the same manner. 31. The aggregate liability of SI to CITY for all claims, suits, actions and proceedings howsoever arising, directly or indirectly, under or relating to the support services supplied pursuant to this support and maintenance agreement or its subject matter, including those based on breach or rescission of contract, tort, breach of trust, or breach of fiduciary duty shall not exceed, in the aggregate, the amount of fees actually paid City Council 23 — 69 2/7/2023 by the CITY to SI for the support services supplied pursuant to this support and maintenance agreement during the then -current term (and in no event being greater than 12 months) of the support and maintenance agreement up to and including the date of termination. 32. In addition to the foregoing, neither party shall be liable to the other for any claims for consequential damages, incidental damages, indirect damages, special damages, aggravated damages, loss of revenue, loss of profits, failure to realize expected savings, loss of data, loss of business opportunity either under or relating to this support and maintenance agreement or its subject matter, whether based on breach of contract, rescission of contract, tort, breach of trust, or breach of fiduciary duty even if such other party has been advised of the likelihood of the occurrence of such damages and notwithstanding any failure of essential purpose of any limited remedy. {Signalures on Following Pagel Vill City Council 23 — 70 2/7/2023 IN WITNESS WHEREOF, the Parties have executed this Support and Maintenance Agreement to be effective as of the Start Date first written above. ATTEST: Norma Orozco Clerk of the Council APPROVED AS TO FORM: SON1A R. CARVALHO City Attorney 1.-F-�- By: John Funk Chief Assistant City Attorney RECOMMENDED FOR APPROVAL: • kb., . �th�lD,1[11,�,211111�111� Kathryn Downs, Executive Director Finance and Management Services Agency CITY OF SANTA ANA Kristine Ridge City Manager CONSULTANT System Innovators, A Division of N. Harris Computer Corporation �'� �tUaxria�t Name: Jeffrey Sumner Title: Executive Vice President City Council 23 — 71 2/7/2023 EXHIBIT A "Notice of Support Quote 2022-2025" City Council 23 — 72 2/7/2023 EXHIBIT A 111101/MI MSYSl'S 1 1 23 12 1 QtY 1 1 23 12 1 Notice of Support Quote 2022-2025 City of Santa Ana Semi -Annual Invoicing 2022 Software Support Term: 1/01/2022 - 6/30/2022 iNovah- SWS Qndudes COMPROD/COMTEST Datebase & Data Ticket Interfaces) iNovah Additional Software Support for 300,000 receipts TPG A776 Printer- HWX APG Cash Drawer -HWX PAID CK#120097120 Check 21 (ICL to Chase)-TPM Your annual receipt license = 300,000 receipt Term: 7/01/2022 - 12/31/2022 iNovah- SWS Qndudes COMPROD/COMTEST Datebase & Data Ticket Interfaces) iNovah Additional Software Support for 300,000 receipts TPG A776 Printer- HWX APG Cash Drawer -HWX Check 21 (ICL to Chase)- TPM Your annual receipt license = 300,000 receipt a division of Harris Unit Price Extended Price $ 18,525.25 $ 2,949.19 220.50 $ 2,535.75 73.50 $ 441.00 $ 2,253.28 Total $ 26,704.47 Unit Price Extended Price $ 18,525.25 $ 2,949.19 220.50 $ 2,535.75 73.50 $ 441.00 $ 2,253.28 Total $ 26,704.47 2023 Software Support Term: 110112023 - 6/30/2023 Unit Price Extended Price 1 iNovah-SWS $ 19,822.02 (includes COMPROD/COMTEST Datebase & Data Ticket Interfaces) 1 iNovah Additional Software Support for 300,000 receipts $ 3,155.63 23 TPG A776 Printer- HWX 231.53 $ 2,662.54 12 APG Cash Drawer -HWX 77.18 $ 463.05 1 Check 21 (ICL to Chase)-TPM $ 2,411.01 Your annual receipt license = 300,000 receipt Total $ 23,51a.25 Rll Term:_7101,12023 - 12/31/2023 � Unit Price Extended Price 1 iNovah-SWS $ 19,822.02 Qndudes COMPROD/COMTEST Datebase & Data Ticket Interfaces) 1 iNovah Additional Software Support for 300,000 receipts $ 3,155.63 23 TPG A776 Printer- HWX 231.53 $ 2,662.54 12 APG Cash Drawer -HWX 77.18 $ 463.05 1 Check 21 (ICL to Chase)-TPM $ 2,411.01 Your annual receipt license = 300,000 receipt � Total $ 28,514.25 2023 Term Total Amount $ 57 • -9a00 Southside Blvd Bldg 700, Suite 7200 1 JacksonAlle, FL 132256 ! MSYST_ EM a division of Harris 2024 Software Su000rt ,CQty Term: 110112024 - 6/30/2024 Unit Price Extended Price 1 iNovah- SWS $ 21,209.56 Qndudes COMPROD/COMTEST Database & Data Ticket Interfaces) 1 iNovah Additional Software Support for 300,000 receipts $ 3,376.53 23 TPG A776 Printer- HWX 243.10 $ 2,795.67 12 APG Cash Drawer- HWX 81.03 $ 486.21 1 Check 21 (ICL to Chase)-TPM $ 2,579.78 Total $ 3o,aa7.7a Your annual receipt license = 300,000 receipt A Term: 710112024 . 1213112024 Unit Price Extended Price 1 iNovah- SWS $ 21,209.56 Qndudes COMPROD/COMTEST Datebase & Data Ticket Interfaces) 1 iNovah Additional Software Support for 300,000 receipts $ 3,376.53 23 TPG A776 Printer- HWX 243.10 $ 2,795.67 12 APG Cash Drawer- HWX 81.03 $ 486.21 1 Check 21 (ICL to Chase)-TPM $ 2,579.78 Total $ 3Q447.74 Your annual receipt license = 300,000 receipt 2024 Term Total Amount $ 60,895.47 2025 Software Su000rt Qty Term: 110112025 - 613012025 Unit Price Extended Price 1 iNovah- SWS $ 22,694.23 (includes COMPROD/COMTEST Database & Data Ticket Interfaces) 1 iNovah Additional Software Support for 300,000 receipts $ 3,612.88 23 TPG A776 Printer- HWX 243.10 $ 2,935.45 12 APG Cash Drawer- HWX 81.03 $ 510.52 1 Check 21 (ICL to Chase)-TPM $ 2,760.37 Total $ 32,513.44 Your annual receipt license = 300,000 receipt Q& Term: 710112025 - 1213112025 Unit Price Extended Price 1 iNovah- SWS $ 22,694.23 Qndudes COMPROD/COMTEST Database & Data Ticket Interfaces) 1 iNovah Additional Software Support for 300,000 receipts $ 3,612.88 23 TPG A776 Printer- HWX 243.10 $ 2,935.45 12 APG Cash Drawer- HWX 81.03 $ 510.52 1 Check 21 (ICL to Chase)-TPM $ 2,760.37 Total $ 32,513.44 Your annual receipt license = 300,000 receipt 2025 Term Total Amount $ 65,026.88 9a00 Southside Blvd Bldg 700, Suite 7200 1 hcksonville, FL 32256 1 C EXHIBIT B "3 Year Optional Renewal Term 2026-2028" City Council 23 — 75 2/7/2023 EXHIBIT B Ir1n F ZI a division of Harris Notice of Support Quote Optional 3-year Term 2026-2028 City of Santa Ana Semi -Annual Invoicing 2026 Software Support ittv Term: 1/0112026 - 613012026 Unit Price Extended Price 1 iNovah- SWS $ 24,282.83 (Includes COMPROD/COMTEST Database & Data Ticket Interfaces) 1 iNovah Additional Software Support for 300,000 receipts $ 3,865.79 23 TPG A776 Printer- HWX 268.02 $ 3,082.22 12 APG Cash Drawer -HWX 89.34 $ 536.04 1 Check 21 (ICL to Chase)-TPM $ 2,953.59 Your annual receipt license = 300,000 receipt Total $ 34,720.46 Q' Term: 7/01/2026 - 12/31/2026 Unit Price Extended Price 1 iNovah- SWS $ 24,282.83 (Includes COMPROD/COMTEST Database & Data Ticket Interfaces) 1 iNovah Additional Software Support for 300,000 receipts $ 3,865.79 23 TPG A776 Printer- HWX 268.02 $ 3,082.22 12 APG Cash Drawer -HWX 89.34 $ 536.04 1 Check 21 (ICL to Chase)-TPM $ 2,953.59 Your annual receipt license = 300,000 receipt Total $ 34,7zo.4s 2026 Term Total Amount • Southside Blvd Bldg 700, Suite 7200 1 Jzcksonville, FL 32266 1 MSYST_ EM a division of Harris 2027 Software Su000rt Term: 110112027 - 613012027 � Unit Price Extended Price 1 iNovah- SWS $ 25,982.63 (Includes COMPROD/COMTEST Database & Data Ticket Interfaces) 1 iNovah Additional Software Support for 300,000 receipts $ 4,136.39 23 TPG A776 Printer- HWX 281.42 $ 3,236.33 12 APG Cash Drawer- HWX 93.81 $ 562.84 1 Check 21 (ICL to Chase)-TPM $ 3,160.35 Your annual receipt license = 300,000 receipts Total $ 37,078.53 Term: 7/01/2027 - 12/31/2027 Unit Price Extended Price 1 iNovah- SWS $ 25,982.63 (Includes COMPROD/COMTEST Datebase & Data Ticket Interfaces) 1 iNovah Additional Software Support for 300,000 receipts $ 4,136.39 23 TPG A776 Printer- HWX 281.42 $ 3,236.33 12 APG Cash Drawer- HWX 93.81 $ 562.84 1 Check 21 (ICL to Chase)-TPM $ 3,160.35 Total $ 37,078.53 Your annual receipt license = 300,000 receipts 2027 Term Total Amount $ 74,157.06 2028 Software Su000rt Term: 1/01/2028 - 6/30/2028 Unit Price Extended Price 1 iNovah- SWS $ 27,801.41 (includes COMPROD/COMTEST Database & Data Ticket Interfaces) 1 iNovah Additional Software Support for 300,000 receipts $ 4,426.94 23 TPG A776 Printer- HWX 295.49 $ 3,398.15 12 APG Cash Drawer- HWX 98.50 $ 590.98 1 Check 21 (ICL to Chase)-TPM $ 3,381.57 Your annual receipt license = 300,000 receipts Total $ 39,598.04 Term: 710112028 - 1213112026 Unit Pace extended Price 1 iNovah- SWS $ 27,801.41 (includes COMPROD/COMTEST Database & Data Ticket Interfaces) 1 iNovah Additional Software Support for 300,000 receipts $ 4,425.94 23 TPG A776 Printer- HWX 295.49 $ 3,398.15 12 APG Cash Drawer- HWX 98.50 $ 590.98 1 Check 21 (ICL to Chase)-TPM $ 3,381.57 Your annual receipt license = 300,000 receipts Total $ 3s,ssa.oa 2028 Term Total Amount 9a00 Southside Blvd Bldg 700, Suite 7200 1 hcksorville, FL 132256 1 EXHIBIT C "Optional 1 Year Extension 2029" City Council 23 — 78 2/7/2023 EXHIBIT C nnrs Notice of Support Quote Optional 1-year Term 2029 City of Santa Ana 1 YEAR OPTIONAL RENEWAL TERM 2029 2029 Software Support 1 iNovah- SWS (Includes COMPROD/COMTEST Database & Data Ticket Interfaces) 1 iNovah Additional Software Support for 300,000 receipts 23 TPG A776 Printer- HWX 12 APG Cash Drawer -HWX 1 Check 21 (ICL to Chase)-TPM Your annual receipt license = 300,000 receipts Qty Term: 7/01/2029 - 12/31/2029 1 iNovah- SWS (Includes COMPROD/COMTEST Datebase & Data Ticket Interfaces) 1 iNovah Additional Software Support for 300,000 receipts 23 TPG A776 Printer- HWX 12 APG Cash Drawer -HWX 1 Check 21 (ICL to Chase)-TPM Your annual receipt license = 300,000 receipts a division of Harris $ 29,191.48 $ 4,647.24 310.27 $ 3,568.06 103.42 $ 620.53 $ 3,550.65 Total $ 41,577.95 Unit Price Extended Price $ 29,191.48 $ 4,647.24 310.27 $ 3,568.06 103.42 $ 620.53 $ 3,550.65 Total $ 41,577.95 2029 Term Total Amount � 1 9a00 Southside Blvd Bldg 700, Suite 7200 1 Jcckson Dille, FL 32256 1 EXHIBIT D "Maximum Fiscal Year Compensation Table" City Council 23 — 80 2/7/2023 EXHIBIT D Maximum Fiscal Year Compensation Table - Support & Maintenance Agreement Fiscal Contracted Compensation Additional Maximum Year Activity Description Amount Contingency Compensation Amount Calendar Year 2022 (January - June) Semi -Annual Support $26,979.84 & Maintenance -$26,979.84 Prepaid $0.00 Charge $0.00 $0.00 Calendar Year 2022 FY 2022- (July -December) 23 Semi -Annual Support & Maintenance Charge $26,704.47 $4,005.67 $30,710.14 Calendar Year 2023 (January -June) Semi -Annual Support & Maintenance Charge $28,514.25 $4,277.14 $32,791.39 Calendar Year 2023 (July -December) Semi -Annual Support & Maintenance Charge $28,514.25 $4,277.14 $32,791.39 FY 2023- 24 Calendar Year 2024 (January -June) Semi -Annual Support & Maintenance Charge $30,447.74 $4,567.16 $35,014.90 City Council 1 23 — 81 2/7/2023 IWINIIIIIINU Maximum Fiscal Year Compensation Table - Support & Maintenance Agreement Fiscal Contracted Compensation Additional Maximum Year Activity Description Amount Contingency Compensation Amount Calendar Year 2024 (July -December) Semi -Annual Support & FY 2024- Maintenance Charge $30,447.74 $4,567.16 $35,014.90 25 Calendar Year 2025 (January -June) Semi -Annual Support & Maintenance Charge $32,513.44 $4,877.02 $37,390.46 Calendar Year 2025 (July -December) Semi -Annual Support & FY 2025- Maintenance Charge $32,513.44 $4,877.02 $37,390.46 26 Calendar Year 2026 (January -June) Semi -Annual Support & Maintenance Charge $34,720.46 $5,208.07 $39,928.53 Calendar Year 2026 (July -December) Semi -Annual Support & FY 2026- Maintenance Charge $34,720.46 $5,208.07 $39,928.53 27 Calendar Year 2027 (January -June) Semi -Annual Support & Maintenance Charge $37,078.53 $5,561.78 $42,640,31 City Council 2 23 — 82 2/7/2023 IWINIIIIIINU Maximum Fiscal Year Compensation Table - Support & Maintenance Agreement Fiscal Contracted Compensation Additional Maximum Year Activity Description Amount Contingency Compensation Amount Calendar Year 2027 (July -December) Semi -Annual Support & FY 2027- Maintenance Charge $37,078.53 $5,561.78 $42,640.31 28 Calendar Year 2028 (January -June) Semi -Annual Support & Maintenance Charge $39,598.04 $5,939.71 $45,537.75 Calendar Year 2028 (July -December) Semi -Annual Support & FY 2028- Maintenance Charge $39,599.04 $5,939.71 $45,517.75 29 Calendar Year 2029 ................................................................................................................................................................................................................................................................ (January -June) Semi -Annual Support & Maintenance Charge $41,577.95 $6,236.69 $47,814.64 Calendar Year 2029 FY 2029- (July -December) 30 Semi-Aunual Support & Maintenance Charge $41,577.95 $6,236.69 $47,814.64 Subtotal Subtotal Grand Total $515,605.29 $77,340.79 $592,946.08 City Council 3 23 — 83 2/7/2023 EXHIBIT E "Support and Maintenance Agreement - Standard Support Guidelines" Support and Maintenance Services- Standard Guidelines The purpose of this Exhibit E is to provide our customers with information on our standard coverage, the services which are included as part of your annual software support, a listing of call priorities, an outline of our escalation procedures and other important details. Consultant reserves the right to make modifications to this document as required; provided, however, Consultant shall not reduce the scope of support provided hereunder without the priorconsent of the Organization. The services listed below are services that are included as part of your software support. • 800 Toll Free Telephone support • Cost effective upgrade solutions • Scheduled assistance for installations, upgrades & other special projects (there may be charges depending on the scope of work) • Technical troubleshooting & issue resolution • E-mail support call logging and notification • Standard software releases and updates - Defect corrections (as warranted) - Planned enhancements • State and/or Federal mandated changes (charges may exist depending on scope) • Release notes • Limited training questions (15 minute guideline) • Design review for potential enhancements or custom modifications • Ability to attend the annual customer conference (attendance foes apply) Help Desk Hours Our standard hours of support are from 8:00 a.m. EST to 8:00 p.m. EST, Monday to Friday, excluding designated statutory holidays. Page 1 City Council 23 — 84 2/7/2023 Response Times Response times will vary and are dependent on the priority of the call. We do our best to ensure that we deal with incoming calls in the order that they are received, however, calls will be escalated based on the urgency of the issue reported. Our response time guidelines are as follows: Priority 1: 1 - 24 hours Priority 2: 1 - 2business days Priority 3: 1 - 5 business days Call Priorities In an effort to assign our resources to incoming calls as effectively as possible, we have identified three types of call priorities, 1, 2 & 3. A Priority 1 call is deemed by our support staffto be an Urgent or High Priority call, Priority 2 is classified as a Medium Priority and Priority 3 is deemed to be a Low Priority. The criteria used to establish guidelines for these calls are as follows: Priority 1 - High • System Down (Software Application) • Inability to process payments • Program errors without workarounds • hicorrect calculation errors impacting a majority of records • Aborted postings or error messages preventing data integration and update • Performance issues of severe nature impacting critical processes Priority 2- Medium • Calculation errors impacting a minority of records • Reports calculation issues • Printer related issues (related to interfaces with our software and not the printer itself) • Security issues • Workstation connectivity issues (Workstation specific) Priority 3 - Low • System errors that have workarounds • Usability issues Page 2 City Council 23 — 85 2/7/2023 • Performance issues not impacting critical processes • Report formatting issues • Training questions, how to, or implementing new processes • Aesthetic issues • Issues with workarounds for large majority of accounts • Recommendations for enhancements on system changes • Questions on documentation Call Process All issues or questions reported to support are tracked via a support call. Our support analysts cannot provide assistance unless a support call is logged. Our current process for logging callsincludes the following: Email, phone and fax. Your call must contain at a minimum: your organization name, contact person, software product and version, module and/or menu selection, nature of issue, detailed description of your question or issue and any other information you believe pertinent. Our support system or one of our support analysts will provide you with a call id to track your issue and your call will be logged into our support tracking database. Your call will be stored in a queue and the first available support representative will be assigned to deal with your issue. • As the support representative assigned to your call investigates your issue, you will be contacted and advised as to where the issue stands and the course of action that will be taken for resolution. if we require additional information, you will be contacted by the assigned support representative to supply the information required. • If your issue needs to be escalated to a development resource or programmer for resolution, your issue will be logged into our development tracking database and you will be provided with a separate id number to track the progress of the issue. At this time, your support call will be closed and replaced by the development id number. The development id number will remain open until your issue has been completely resolved. Issues escalated to development will be scheduled for resolution and may not be resolved immediately depending on the nature and complexity of the issue. Contact the support department at your convenience for a status update on your development issues. Page 3 City Council 23 — 86 2/7/2023 Escalation Process Our escalation process is defined below. This process has been put in place to ensure that issuesare being dealt with appropriately. if at any time you are not completely satisfied with the resolution of your issue, you are encouraged to escalate with the support department as follows: Level 1: Contact the support representative working on your issue Level 2: Contact the support supervisor or group lead Level 3: Contact the Director of Support Level 4: Contact the Executive Vice President of System innovators Holiday Schedule Below is a listing of statutory holidays. Please note that support services will be closed on designated days as outlined below. An asterisk * next to the holiday indicates that the System Innovators office is closed, however, technical support will be available. New Year's Day Closed President's Day (Observed) Closed Memorial Day (Observed) Closed 4"' of July (Observed) Closed Labor Day Closed Columbus Day * Closed Thanksgiving Day Closed Day after Thanksgiving * Closed Christmas Day Closed Day after Christmas * Closed Page 4 City Council 23 — 87 2/7/2023 Billable Support Services The services listed below are services that are out of scope of your support and maintenance agreement and are therefore considered billable services. • Extended telephone training • Forms redesign or creation (includes Bill Prints, Notice Prints and Letters, Permits, etc.) • Setup & changes to hand-held interface or creation of new interface • Setup of new services or changes to services (POP, ACH, etc.) • File imports/exports - Interfaces to other applications • Refreshes, backups, restores, setting up test areas • Setup of new printers, printer setup changes • Custom modifications (reports, bills, forms, reversal of customizations) • Setting up additional companies / agencies / tokens / general ledgers • Data conversions / global modification to setup table data • Database maintenance, repairs & optimization • Extended Hardware & Operating System support • Upgrades & support of third party software • Installations/ re -installations (workstations, servers) • iNovah Public API consulting Test Databases & Environments We support customers in the maintenance of independent Test Environments for testing purposes. This allows customers the opportunity to test fixes, modifications, new business processes and/or scenarios without risking any potentially unwanted changes to the live environment. The creation of Test Databases & Environments is a billable service, quotations & incremental maintenance rates will be provided on request. Connection Methods To ensure we can effectively support our clients, we require that a communication link is established and maintained between our two sites. It is the client's responsibility to ensure theconnection is valid at your location so that we can connect to your site and resolve any issues. Our supported methods of connection are: Direct internet, Virtual Private Network (VPN), Remote Access Server (RAS). Page 5 City Council 23 — 88 2/7/2023 Hardware and Third Party Support - if applicable The purpose of this section is to provide our customers with information on our standard coverage and the services which are included as part of your annual hardware and third party software support (if applicable). This section serves as a guideline for the support department but is superseded by an existing third party or other agreement. Standard Hardware and Third Party Software Support Services • 800 telephone support - first line phone support for troubleshooting (note more complex issues will be escalated to the actual vendor of the products) • "On call" after hours support (scheduled assistance for installations, upgrades and otherspecial projects - there maybe charges depending on the scope of work) • Technical troubleshooting • Limited training questions (15 minute guideline) Recommendations on specific hardware requirements • Support provided for installed database issues (30 minute guideline) • Web Service installation and connection to database assistance • Updating system to support new versions of licensed applications. The sen-ices listed below are services that are OUT OF SCOPE and are therefore considered billable: • On -site installation or upgrade of hardware and third party software • Extended telephone training (beyond 15 minutes) • Reconfiguration of hardware and fileservers • Recovering data resulting from client error • Upgrading of hardware systems • Assistance with creation of backup scripts / backup recovery • Assistance with recovering data resulting from system crashes (charges may apply) • Assistance with database installation, configuration and updating • Preventative maintenance monitoring or other services • Recommending or assisting with disaster recovery plans • Re-establishment of Web/ODBC connection if connection was lost due to actions ofcustomer WEB/IP/ODBC connections to other third party products • Creation of custom reports Report writer training, upgrades and installations (other than at time of initialpurchase) Page 6 City Council 23 — 89 2/7/2023 Exhibit 2 - System Innovators - Support and Maintenance Agreement_(Final_CLEAN)_(1-17- 23) - CAO signed_SI executed Final Audit Report 2023-01-23 Created: 2023-01-23 By: Kristin Andrade (kandrade@santa-ana.org) Status: Signed Transaction ID: CBJCHBCAABAALCy5uwZ7-U6iILfxEzzH_USQ2i2sL5WZ "Exhibit 2 - System Innovators - Support and Maintenance Agree ment_(Final_CLEAN)_(1-17-23) - CAO signed_SI executed" Hist ory ,t Document created by Kristin Andrade (kandrade@santa-ana.org) 2023-01-23 - 4:34:04 PM GMT- IP address: 98.153.69.210 124 Document emailed to Kathryn Downs (kdowns@santa-ana.org) for signature 2023-01-23 - 4:34:42 PM GMT Email viewed by Kathryn Downs (kdowns@santa-ana.org) 2023-01-23 - 5,05,04 PM GMT- IP address: 98.153.69.210 by Document e-signed by Kathryn Downs (kdowns@santa-ana.org) Signature Date: 2023-01-23 - 5:05:16 PM GMT- Time Source: server- IP address: 98.153.69.210 Agreement completed. 2023-01-23 - 5'05'16 PM GMT Q AdotWtXaNgAign 23 - 90 2/7/2023 Human Resources Department www.santa-ana.org/huamn-resources Item # 24 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report February 7, 2023 TOPIC: City Clerk Appointment Agreement AGENDA TITLE Approve Agreement for City Clerk Appointment RECOMMENDED ACTION Authorize the Mayor to execute an employment agreement outlining the terms and conditions of the appointment of Jennifer Hall as the City Clerk for the City of Santa Ana. DISCUSSION City Charter 701 authorizes the City Council to appoint a City Clerk. The City Clerk is responsible for preparing City Council documents, postings and agendas, providing information and maintaining official City records, conducting municipal elections, and ensuring compliance with the Brown Act and Political Reform Act in accordance with all applicable federal, state, and local laws. Following a recruitment to identify, interview, and evaluate candidates, the City Council selected and desires to appoint Jennifer Hall to the position of City Clerk. The proposed Employment Agreement (Exhibit 1) delineates the terms and conditions of the proposed appointment of Ms. Hall. This Agreement includes the following primary provisions: • Term: This Agreement shall be deemed effective beginning on February 27, 2023 and shall remain in effect unless terminated earlier in accordance with the provisions of this Agreement. • Compensation: City agrees to pay City Clerk a base salary commencing on the effective date set at one hundred seventy-two thousand dollars ($172,000) annually and payable in installments made in the same manner and at the same times as the salaries of other executive managers of the City. • Benefits: Except as expressly provided for in this Agreement (sick leave, vacation, and 457 deferred compensation), City Clerk shall be entitled to receive the same benefits provided to other Executive Management employees pursuant to Resolution No. 2020-082, as may be amended from time to time by the City Council. These benefits include, but are not limited to: health and welfare benefits (medical, dental, vision, life, and disability insurance), leave accruals and City Council 24 — 1 2/7/2023 City Clerk Appointment Agreement February 7, 2023 Page 2 cash -out provisions, retirement plan contributions, tuition reimbursement, retirement health savings plan, auto allowance, and deferred compensation. • Sick leave: Upon employment, City Clerk will be provided with a bank of one hundred seventy-five (175) hours of sick leave. • Vacation: Upon employment, City Clerk will be provided with a bank of two hundred ten (210) hours of vacation leave. City Clerk will accrue vacation at the rate of one hundred sixty (160) hours per year. • Deferred Compensation: City Clerk will receive deferred compensation pursuant to the City's 457 plan in the amount of sixteen thousand dollars ($16,000) per year. • Severance Pay: If the Employment Agreement is terminated by a vote of the City Council, change in form of government, or reduction of salary or benefits, the City Clerk will receive a severance payment in a lump sum equal to six (6) months of the City Clerk's then monthly CalPERS reportable income plus the value of all City provided pension and medical benefits. The above provides a summary of the primary provisions of the Employment Agreement for the City Clerk. A complete description is available in the City Clerk Employment Agreement (Exhibit 1). ENVIRONMENTAL IMPACT The consideration and approval of the proposed action do not constitute a project under the California Environmental Quality Act. FISCAL IMPACT If the City Clerk candidate begins employment with the City on February 27, 2023, the estimated cost of the Agreement for Fiscal Year 2022 - 23 is eighty-six thousand eight hundred eighty-six dollars ($86,886) (Exhibit 2); a spreadsheet detailing the estimated costs is attached to this report. The Agreement will be paid from the 61000 series of accounts in the City Clerk Accounting Unit 01107031. EXHIBIT(S) 1. City Clerk Employment Agreement 2. Estimated Cost of Proposed City Clerk Agreement Submitted By: Jason Motsick, Executive Director of Human Resources Approved By: Kristine Ridge, City Manager City Council 24 — 2 2/7/2023 CITY OF SANTA ANA CITY CLERK EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement") is entered into as of the 7h day of February 2023 (the 'Effective Date"), between the City of Santa Ana, a California charter city ("City"), and Jennifer Hall ("Employee"). The City and Employee are sometimes referred to in this Agreement as "Party" and collectively as "Parties." RECITALS WHEREAS, it is the desire of the City Council to appoint and retain the services of Employee as City Clerk, and WHEREAS, Employee desires to accept the appointment as the City Clerk of the City, and WHEREAS, it is the desire of the City Council to provide certain benefits, establish certain conditions of employment and to set certain working conditions of the City Clerk. NOW, THEREFORE, the above named Parties hereby mutually agree and promise as follows: 1. Duties, Acceptance of Appointment, Hours of Work. 1.1 Appointment and Scope of Services. Employee has been appointed as City Clerk by the City Council, and shall perform the functions of City Clerk, a position involving highly -specialized and critically -needed skills set forth in the attached job description, in the Santa Ana City Charter, and as provided by law. Such employment is "at will," subject to the terms of this Agreement, and Employee shall perform said duties at the pleasure of and under the direct supervision of the City Council. 1.2 Acceptance of Appointment. Employee hereby accepts the appointment as City Clerk of the City of Santa Ana subject to all terms and conditions set forth in this Agreement. 1.3 Hours of Work. Employee is expected to devote necessary time, within and outside normal business hours, to the business of the City as an exempt employee under the Fair Labor Standards Act. City Council 1 24 — 3 2/7/2023 2. Term. This Agreement shall be deemed effective beginning on February 27, 2023 and shall continue until terminated in accordance with Section 9 of this Agreement. 3. Compensation. 3.1 Salary City agrees to pay Employee as compensation for services rendered pursuant to this Agreement, an annual base salary, commencing on February 27, 2023, in the amount of $172,000 annually, payable in installment payments in the same manner and at the same times as other City employees. 3.2 Mobile Phone and Electronic Devices The City shall provide Employee with a mobile phone, laptop and/or tablet for use in City business. Employee understands that all data and information stored on such phone and electronic devices, including but not limited to records of calls made and received, voice mail messages, and text messages may be considered public records under the California Public Records Act. 3.3 Benefits Except as expressly provided for in this Agreement, Employee shall receive the same benefits applicable to City Executive Management employees as follows: • Health and Welfare Benefits • Leave Accruals and Cash -out Provisions • Retirement Plan Contributions • Tuition Reimbursement • Retirement Health Savings Plan • Auto Allowance • Deferred Compensation 3.3.1 Sick Leave Bank Upon employment with the City, Employee shall be provided a bank of 175 hours of accrued sick leave. City Council 2 24 — 4 2/7/2023 3.3.2 Vacation Leave Bank Upon employment with the City, Employee shall be provided a bank of 210 accrued vacation leave hours. 3.3.3 Vacation Leave Accrual As a longevity credit, Employee shall accrue vacation leave at a monthly rate equal to 160 hours of vacation leave per year. 3.3.4 Deferred Compensation (457 Plan) City agrees to provide Employee deferred compensation pursuant to Section 457 of the Internal Revenue Code, in the amount of $16,000 a year. Payments shall be divided and deposited on the Employee's behalf for each pay period. 4. Performance Evaluation. The City Council shall review Employee's job performance at least once annually. Employee shall remind the City Council of its obligations under this Section each year and shall work with the City Council in finding an appropriate time to place his or her annual evaluation on the agenda. As a result of the performance evaluation and at the City Council's sole discretion, the City Council may provide a salary increase and/or performance bonus. The City Council may also review Employee's performance at other intervals as it deems appropriate. 5. Bonds. City shall bear the full cost of any fidelity or other bonds required of Employee under any law or policy. 6. Business Expenses 6.1 General Expenses City recognizes that Employee may incur expenses of a non -personal, job - related nature that are reasonably necessary to Employee's service to the City. The City agrees to either pay such expenses in advance or to reimburse the expenses, so long as the expenses are incurred and submitted in accordance with the City's normal expenditure reimbursement procedures. To be eligible for reimbursement, all expenses must be supported by documentation meeting the City's normal requirements and must be submitted within time limits established by the City. City agrees to budget and pay for professional dues and subscriptions for Employee necessary for her continuation and participation in national, regional, state, and local conferences, meetings, associations, and organizations desirable for City Council 1 24 — 5 2/7/2023 Employees continued participation, professional development, and for the benefit of the City. 6.2 Reimbursements Employee shall submit reimbursements requests in accordance with City policy for work -related reimbursement activities. 7. Abuse of Office or Position. Pursuant to Government Code Sections 53243, 53243.1 and 53243.2, if Employee is convicted of a crime involving an abuse of his or her office or position, all of the following shall apply: (1) if Employee is provided with administrative leave pay pending an investigation, Employee shall be required to fully reimburse City such amounts paid; (2) if the City pays for the criminal legal defense of Employee (which would be in its sole discretion, as it is generally not obligated to pay for a criminal defense), Employee shall be required to fully reimburse the City such amounts paid; and (3) if this Agreement is terminated, any severance pay and severance benefits related to the termination that Employee may receive from the City shall be fully reimbursed to City or void if not yet paid. For purposes of this Section, abuse of office or position means either: (1) an abuse of public authority, including waste, fraud, and violation of the law under color of authority; or (2) a crime against public justice, including, but not limited to, a crime described in Title 7 (commencing with Section 92) of Part 1 of the Penal Code. 8. Notices. Any notice required or permitted by this Agreement shall be in writing and shall be personally served upon the other Party, or sent by United States Postal Service, postage prepaid and addressed to the appropriate Party as follow: If to City: City of Santa Ana If to Employee: Jennifer Hall City Clerk City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92701 Notice shall be deemed given as of the date of personal service or upon the date of deposit in the course of transmission with the United States Postal Service. City Council 24 — 6 2/7/2023 9. Termination. 9.1 Severance Employee shall receive six (6) months severance payment upon termination without cause. All compensation due and payable shall be paid upon termination. 9.2 At -Will Employee Employee shall serve at the will and pleasure of the City Council. Nothing in this Agreement shall prevent, limit or otherwise interfere with the right of the City Council to suspend from duty, remove from office or otherwise terminate the services of Employee at any time, at the sole discretion of the City Council. This Agreement may be terminated as follows. 9.3 Termination - Council Vote In accordance with section 701 of the Santa Ana City Charter, the City Council may remove the Employee without cause by motion adopted by five (5) affirmative votes of the Mayor and members of the City Council, provided that such termination shall not occur within a period of six (6) months succeeding any swearing - in of a member of the City Council following any municipal election (regular, special, recall) or appointment of such City Council member. 9.4 Resignation Employee may voluntarily resign their position as City Clerk, after giving the City at least thirty (30) days written notice prior to the effective date of such resignation, unless such notice is waived in whole or part by the City Council. 9.5 Disability. In the event the Employee is permanently disabled or is otherwise unable to perform his or her duties because of physical or mental incapacity for a period of six (6) consecutive months, the City may terminate the Employee's employment and this Agreement. Notwithstanding the above, nothing in this subsection shall be interpreted to waive any obligation the City may have to provide Employee with a reasonable accommodation or to engage in an interactive process with Employee to determine whether a reasonable accommodation is available. 10. General Provisions. 10.1 This writing constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior oral or written City Council 5 24 — 7 2/7/2023 representations or written agreements on the subject matter hereof, which may have been entered into between the parties. No modification or revision to this Agreement shall be of any force or effect, unless the same is in writing and executed by the Parties hereto. 10.2 Each Party agrees and acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any Party, which are not embodied herein and that any agreement, statement, or promise not contained in this Agreement shall not be valid or binding on either Party. 10.3 If any provision, or portion thereof, contained in the Agreement is held unconstitutional, invalid or unenforceable, the remainder of this Agreement, or portion thereof, shall be deemed severable, shall not be affected and shall remain in full force and effect. 10.4 This Agreement shall be governed by and construed in accordance with the law of the State of California. Venue shall be in Orange County. 10.5 This Agreement shall be construed as a whole, according to its fair meaning, and not in favor or against any Party. By way of example and not in limitation, this Agreement shall not be construed in favor of the party receiving a benefit or against the Party responsible for any particular language in this Agreement. 10.6 Employee acknowledges that he or she has had an opportunity to consult legal counsel in regard to this Agreement, that he or she has read and understands this Agreement, that he or she is fully aware of its legal effect, and that he or she has entered into it freely and voluntarily and based on his or her own judgment and not on any representations or promises other than those contained in this Agreement. 10.7 In any dispute arising out of this Agreement, the prevailing party shall recover its reasonable attorneys' fees and costs. City Council 6 24 — 8 2/7/2023 IN WITNESS WHEREOF, the parties have executed this Employment Agreement on the 7th day of February, 2023. EMPLOYEE wMalow-wl CITY OF SANTA ANA Valerie Amezcua Mayor ATTEST: Norma Orozco Acting City Clerk Approved as to Form: ILL -t�-� Jo6h Funk Chief Assistant City Attorney (Excepted) City Council 24 — 9 2/7/2023 CITY CLERK (EM) Class Code: Bargaining Unit: Unrepresented Executive 01990 Management CITY OF SANTAANA Revision Date: Aug 1, 2008 SALARY RANGE $0.00 Hourly $0.00 Weekly $0.00 Monthly $0.00 Annually DEFINITION: Under general direction of the City Council, plans, organizes, directs and coordinates the activities of the Clerk of the Council Office including maintaining the city's legislative history, administering and conducting special and general municipal elections, ensuring compliance with the Political Reform Act, and, coordinating and administering all activities related to City Council regular and special meetings. ESSENTIAL FUNCTIONS INCLUDE BUT ARE NOT LIMITED TO: Responsibilities and duties may include, but are not limited to, the following Provides leadership in developing, planning and implementing departmental goals and objectives, plans, directs, coordinates, and reviews all activities related to maintaining City Council records and official archives; prepares reports regarding the various activities of the Clerk of the Council Office; recommends and administers policies and procedures in accordance with the City Charter, Municipal Code, or State and Federal mandates, participates on City's Executive Management Team. Receives all documents addressed to the City Council and presents these documents to the City Council. Attends all City Council meetings, provides corporate secretary services, including preparation of agendas, publication of legal notices and record processing, to the City Council and other agencies and authorities such as Santa Ana Industrial Development Authority, Santa Ana Financing Authority, Housing Authority, Community Redevelopment Agency, and Santa Ana Empowerment Zone Corporation; maintains the minutes and indexes of all such proceedings. Conducts all City special and general elections in accordance with the City Charter and the State's Elections Code provisions; oversees compliance with the Political Reform Act and all required filings. City Council 24 — 10 2/7/2023 Acts as custodian of the City seal, City Charter, minutes, ordinances, resolutions, and Santa Ana Municipal Code, and electronic indexes to same; administers oaths, and processes claims and summons; certifies official document originality for evidentiary purposes; manages the City's repository of contracts, and other legislative documents. Oversees Board and Commission appointments; provides training to board and commission recording secretaries relative to standardizing agendas and minutes, assures compliance with Brown Act, Public Records Act, and public notice requirements. RECOMMENDED MINIMUM QUALIFICATIONS: Education and experience equivalent to graduation from an accredited college or university with a Bachelor's degree in public or business administration or related field, and three years of responsible management and supervisory experience involving the administration of a City Clerk's or similar office., DESIRABLE KNOWLEDGE, SKILLS AND ABILITIES Certification as a Municipal Clerk is recommended but not required, extensive knowledge of laws and regulations applicable to the governmental structure of a municipality and specifically related to the functions and operations of a Clerk of the Council office (City Clerk); excellent interpersonal communication skills, including both oral and written communication, strong technical skills in the area of computer and network operations, imaging systems, and internet applications; Spanish competency preferred, but not mandatory. SUPPLEMENTAL INFORMATION: N/A OTHER REQUIREMENTS: RE DISTINGUISHING FEATURES OF THE CLASS: Single position classification appointed by the City Council. Incumbent has legal and fiduciary responsibilities for carrying out the aforementioned duties on behalf of the legislative body and the municipal corporation. This position interfaces with elected officials, the City's executive managers, other government agencies, and the public, requiring excellent communication skills, diplomacy, tact, and independent judgment. CHAMfMRISTICS OF SUCCESSFUL PERFOWEFRS: 2/7/2023 N/A City Council 24 — 12 2/7/2023 EXHIBIT 2 Estimated Cost of Proposed City Clerk Agreement Description Annual Rates Base Salary $172,000 Deferred Compensation $16,000 CalPERS Retirement Cost (Classic) $20,861 Medical/Dental (Max) $23,760 LTD/Life Insurance $1,074 Workers Compensation $10,550 Medicare $2,494 Auto Allowance $6,000 Total Annual Compensation $252,739 February 27, 2023 - June 30, 2023 $86,886 City Council 24 — 13 2/7/2023 Police Department www.santa-ana.org/police Item # 25 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report February 7, 2023 TOPIC: Amendment to Agreement with Axon Enterprise, Inc. for Interview Room Camera System AGENDA TITLE: Approve Amendment to Agreement with Axon Enterprise, Inc. in the amount of $376,379 for Interview Room Camera System (Non -General Fund) RECOMMENDED ACTION Authorize the City Manager to execute an amendment to the master services agreement with Axon Enterprise, Inc. to provide interview room camera equipment and services to the Police Department, in an additional amount not to exceed $376,379 for a total aggregate amount not to exceed $5,564,017, for the period of June 1, 2023 through June 30, 2027, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION In January 1997, the Santa Ana Police Department moved from its previous headquarters to its current location. With the new facility, the equipment, to include the camera system within all interview rooms, was state of the art for the time. In total, the new facility was built with eighteen (18) interview rooms equipped with the ability to record interviews during various types of investigations and cases mandating the need to record interviews. With the passage of time, the current camera system has fallen in disrepair, and there are currently no interview rooms with a functioning recording system. Interview room cameras are a necessary tool to improve investigatory outcomes for patrol personnel and detectives investigating a variety of cases. Our personnel must have access to the latest technology that will yield greater public safety outcomes for our community. Additionally, current law mandates the recording of interviews for a variety of crimes investigated by law enforcement personnel. A new interview recording system will serve to strengthen accountability and transparency to all stakeholders. Axon Enterprise, Inc. (Axon), in addition to being a leader in body -worn cameras, also City Council 25 — 1 2/7/2023 Amendment to Agreement with Axon Enterprise, Inc. for Interview Room Camera System February 7, 2023 Page 2 provides a cloud -based solution called Axon Interview for interview room recording. Axon Interview is a touch screen interface and camera system that will enhance police personnel's ability to conduct interviews more efficiently. The integration with the existing Axon network will provide: • Continued transparency; • Enhance community trust; • Overtime cost savings with Dictation Assistant; • Immediate sharing capabilities; • Streamlining of court and evidence process. Santa Ana Ordinance No. NS-2312 authorizes the City to utilize purchase contracts for any public agency utilizing a competitive bid process. Sourcewell (formerly National Joint Powers Alliance) awarded a contract to Axon Enterprise (Contract No. 010720- AXN) for procurement of public safety video surveillance, including Axon Interview, as a result of open competitive bidding on behalf of its members, which includes government agencies. Utilizing this contract allows the City to proceed with Axon for the interview room equipment and services and is in accordance with the City's existing Purchasing Guidelines. The Police Department proposes to amend the current master services agreement with Axon beginning June 1, 2023 and ending June 30, 2027 for a four-year period in an amount not to exceed $376,379. The amendment includes all hardware, software licenses, installation and setup, necessary training for all personnel, and warranty for all eighteen locations throughout the Police Department. ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT Funding is available in the FY 2022-23 budget and funding for subsequent fiscal years will be included in the proposed budgets for City Council consideration as follows: Fiscal Year Accounting Unit — Account No. Fund Description Accounting Unit — Account No. Description Amount Building & Facility, FY 22-23 01114403-66511 General Fund Computer Software $144,620 Subscriptions Supplemental SLESA, Computer FY 22-23 12814407-66511 Law Software $ 77,798 Enforcement Subscriptions Services Fund City Council 25 — 2 2/7/2023 Amendment to Agreement with Axon Enterprise, Inc. for Interview Room Camera System February 7, 2023 Page 3 Supplemental SLESA, Computer FY 23-24 12814407-66511 Law Enforcement Software $ 51,321 Services Fund Subscriptions Supplemental SLESA, Computer FY 24-25 12814407-66511 Law Enforcement Software $ 51,320 Services Fund Subscriptions Supplemental SLESA, Computer FY 25-26 12814407-66511 Law Enforcement Software $ 51,320 Services Fund Subscriptions Total $376,379 Any remaining balances not expended at the end of the fiscal year will be presented to the City Council for approval of carryovers to FY 2023-24. EXHIBIT(S) 1. Amendment to Agreement with Axon Submitted By: David Valentin, Police Chief Approved By: Kristine Ridge, City Manager City Council 25 — 3 2/7/2023 DocuSign Envelope ID: 699FAF74-B666-45D3-885E-4E1BE130D83C AMENDMENT TO MASTER SERVICE AND PURCHASING AGREEMENT FOR SOFTWARE LICENSES, MAINTENANCE, AND PURCHASE OF AXON EQUIPMENT THIS FOURTH AMENDMENT to the above -referenced agreement is entered into on February 7, 2023, by and between Axon Enterprise, 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 parties entered into Agreement #A-2022-106, dated July 1, 2022 ("Agreement"), by which Consultant agreed to provide software licenses, maintenance, and equipment in support of the Body Worn Camera program at the Santa Ana Police Department (`Department"). The term of the Agreement runs through June 30, 2027, and is still in effect. B. The Department's headquarters currently has eighteen (18) interview rooms equipped to record interviews during investigations and cases which require interviews to be recorded. The Department's current camera system for those interview rooms have fallen in disrepair. Currently, the interview rooms do not have a functioning recording system. C. The Parties met to discuss the purchase and implementation of upgraded technology offered by Consultant for recording interviews in these rooms for investigations, which will comply with legal mandates to record interviews, yield greater public safety outcomes and strengthen accountability and transparency. D. The parties now wish to amend the Agreement to expand the Scope of Services and increase the overall compensation for years 2-5 of the Agreement to allow the City to purchase the additional equipment, software, and maintenance to upgrade all of the Department's interview rooms, as needed by the Department and detailed in the attached Exhibit A-1 to this Amendment. The Parties therefore agree: 1. Preamble, shall be amended to include Axon Quote No. Q-412382-44957.026CN, attached hereto as Exhibit A-1, to memorialize the costs for the City to purchase additional equipment, Evidence.com unlimited licenses, supporting equipment, and maintenance to upgrade the Department's interview rooms. 2. Section 3, Payment, shall be amended to increase and reflect the additional costs and payment schedule detailed in Exhibit A-1. The total sum to be expended for the payment of the additional services detailed in Exhibit A-1 shall not exceed $376,379 for a total aggregate amount not to exceed $5,564,017. 3. Except as modified by this Amendment, all terms and conditions of the Agreement shall remain in full force and effect. City Council 25 — 4 2/7/2023 DocuSign Envelope ID: 699FAF74-B666-45D3-885E-4E1BE130D83C IN WITNESS WHEREOF, the parties hereto have executed this Amendment to the Agreement on the date and year first written above. ATTEST NORMA OROZCO Acting Clerk of the Council APPROVED AS TO FORM SONIA R. CARVALHO City Attorney By: TAMARA BOGOSTAN Senior Assistant City Attorney RECOMMENDED FOR APPROVAL DAVID VALENTIN Chief of Police CITY OF SANTA ANA KRISTINE RIDGE City Manager CONSULTANT �OmuuSSignn.�egd by By : B ovvuy ° rl sco FT : s3 Title: VP, Assoc. 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Source Envelope: Document Pages: 22 Signatures: 2 Envelope Originator: Certificate Pages: 5 Initials: 0 Natalie Fade Autoi Enabled 17800 N 85th St Enveloped Stamping: Enabled Scottsdale, AZ 85255 Time Zone: (UTG07:00) Arizona nfada@axon.com IP Address: 74.206.119.243 Status: Original 1/31/2023 9:48:19 AM Signer Events Bobby Driscoll bobby@axon.com VP, Assoc. General Counsel Axon Enterprise, Inc. Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 10/2/2018 11:27:43 AM ID: 6943ea04-c138-4194-a96a-e670aa85f248 In Person Signer Events Editor Delivery Events Agent Delivery Events Intermediary Delivery Events Certified Delivery Events Holder: Natalie Fade nfada@axon.com Signature E%I� 000uspooaW `55lAE8131 Signature Adoption: Uploaded Signature Image Using IP Address: 174.26.7.220 Signature Status Status Status Status Carbon Copy Events Status Chris Neubeck cneubeck@axon.com COPIED Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 4/4/2022 11:39:14 AM ID: 50465693-b37b-4457-8b44-401040b96e43 Witness Events Signature Notary Events Signature Envelope Summary Events Status Envelope Sent Hashed/Encrypted Certified Delivered Security Checked Signing Complete Security Checked Completed Security Checked Location: DocuSign Timestamp Sent: 1/31/2023 9:52:44 AM Viewed: 1/31/2023 10:18:32 AM Signed: 1/31/202310:18:41 AM Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Sent: 1/31/2023 9:52:44 AM Viewed: 1/31/2023 10:00:15 AM Timestamp Timestamp Timestamps 1/31/2023 9:52:44 AM 1/31/2023 10:18:32 AM 1/31/2023 10:18:41 AM 1/31/2023 10:18:40 AM City Council 25 — 26 2/7/2023 Payment Events Status Electronic Record and Signature Disclosure Timestamps City Council 25 — 27 2/7/2023 Electronic Record and Signature Disclosure created on: 9/6/2018 2:50:05 PM Parties agreed to: Bobby Driscoll, Chris Neubeck ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, Axon Enterprises, Inc.-HR (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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City Council 25 — 30 2/7/2023 Public Works Agency www.santa-ana.org/public-works Item # 26 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report February 7, 2023 TOPIC: On -Call Engineering, Technical, and Administrative Support Services AGENDA TITLE Amend Agreements with GK & Associates; Interwest Consulting Group, Inc.; Penco, a Cannon Company; Project Partners, Inc.; and Transtech Engineers, Inc. to Increase the Shared Contract Amount by $2,500,000 for On -Call Engineering, Technical, and Administrative Support Services (General Fund & Non -General Fund) RECOMMENDED ACTION Authorize the City Manager to execute amendments to the agreements with GK & Associates; Interwest Consulting Group, Inc.; Penco, a Cannon Company; Project Partners, Inc.; and Transtech Engineers, Inc. to increase the shared contract amount by $2,500,000, for a total shared aggregate amount not to exceed $10,000,000, for Engineering, Technical, and Administrative Support Services for the remaining term of the agreement, beginning May 18, 2021, through July 14, 2024 subject non -substantive changes approved by the City Manager and City Attorney. DISCUSSION Along with overseeing all aspects of civil engineering for capital improvement projects, including managing project design and construction, the Public Works Agency also supports citywide development and utility permit -related services. Public Works contracts with consultant firms to provide temporary staffing to perform a variety of these tasks, including processing permits, and the design, management, and inspection construction of projects. Additionally, the Agency is experiencing an increased workload as new programs are being implemented. In order to adhere to time -sensitive project delivery schedules, maintain pace with projects and programs involving grants and/or restricted funding, and continue providing services in support of development activity that exceeds staff capacity during peak periods, increased contract capacity is needed to temporarily augment staffing. On July 16, 2019, City Council approved agreements with the following five consultants for on -call engineering, technical, and administrative support staffing services in a shared aggregate amount not to exceed $2,500,000 for a five-year period: GK & City Council 26 — 1 2/7/2023 Amend On -Call Engineering Services Agreements February 7, 2023 Page 2 Associates; Interwest Consulting Group, Inc.; Penco, a Cannon Company; Project Partners, Inc.; and Transtech Engineers, Inc. On July 21, 2020, City Council approved amendments to the agreements with GK & Associates; Interwest Consulting Group, Inc.; Penco, a Cannon Company; Project Partners, Inc.; and Transtech Engineers, Inc. to increase the shared contract amount by $2,500,000, for a total shared aggregate amount not to exceed $5,000,000, for engineering, technical, and administrative support services for the remaining term of the agreement. On May 18, 2021, City Council approved amendments to the agreements with GK & Associates; Interwest Consulting Group, Inc.; Penco, a Cannon Company; Project Partners, Inc.; and Transtech Engineers, Inc. to increase the shared contract amount by $2,500,000, for a total shared aggregate amount not to exceed $7,500,000, for engineering, technical, and administrative support services for the remaining term of the agreement. On April 12, 2022, City Manager and City Attorney approved an extension to the agreements with GK & Associates; Interwest Consulting Group, Inc.; Penco, a Cannon Company; Project Partners, Inc.; and Transtech Engineers, Inc. for an additional two- year period, from July 15, 2022 through July 14, 2024. Due to the ongoing vacancies and increased development activity, the agreement capacity is being consumed at a higher rate than expected; therefore, increased contract capacity is needed. The added capacity of the contracts will be reduced once grant -funded vacancies are filled or when development activity slows. Staff recommends approving the amendment to the agreement in order for contract capacity to increase (Exhibits 1-5). FISCAL IMPACT There is no fiscal impact at this time. Prior to utilizing any of these on -call services, Public Works staff must receive Finance & Management Services Agency approval of funding and accounts to ensure that funds are available under the authorization and aggregate limit of these agreements. Upon successful completion of this fiscal review, a corresponding Notice to Proceed containing specific scope and maximum expenditure for the task order will be issued to a firm. Funds will be budgeted and available for expenditure for the remaining agreement term in the following Public Works Contract Services -Professional Accounts: Division 0� � City Facilities License Agreement Account 01117605-62300 Traffic and Transportation Engineering 01117620-62300 City Council 26 — 2 2/7/2023 Amend On -Call Engineering Services Agreements February 7, 2023 Page 3 Roadway Marking/Signs 01117625-62300 Sidewalks 01117626-62300 Streets Light Maintenance 01117630-62300 Graffiti Abatement Program 01117642-62300 Street Trees 01117643-62300 Park Maintenance 01117651-62300 Traffic Signal Maintenance 02917620-62300 Median Landscaping 02917635-62300 Roadway Maintenance 02917660-62300 Sanitary Sewer Enterprise 05417647-62300 Sanitary Sewer Enterprise 05517660-62300 Sanitary Sewer Enterprise 05617640-62300 Fed Clean Water Protection 05717640-62300 Residential Street Improvement 05817660-62300 Water Enterprise 06017645-62300 Water Enterprise 06617647-62300 SARTC Operations 06717650-62300 Environment/Sanitation 06817640-62300 Roadway Cleaning 06817641-62300 Building Maintenance 07317100-62300 Fleet Maintenance 07517100-62300 Stores and Property Control 07617102-62300 City Yard Operations 08517138-62300 Construction Engineering 08617611-62300 Design Engineering 08617612-62300 Administrative Services 10117601-62300 Development Engineering 10117605-62300 Development Engineering 10117605-62302 Fire Facilities 12015330-62300 CIP Project Funding Various EXHIBIT(S) 1. Third Amendment to Agreement with 2. Third Amendment to Agreement with 3. Third Amendment to Agreement with 4. Third Amendment to Agreement with 5. Third Amendment to Agreement with GK & Associates Interwest Consulting Group, Inc. Penco, a Cannon Company Project Partners, Inc. Transtech Engineers, Inc. Submitted By: Nabil Saba, P.E., Executive Director— Public Works Agency Approved By: Kristine Ridge, City Manager City Council 26 — 3 2/7/2023 EXHIBIT 1 THIRD AMENDMENT TO AGREEMENT TO PROVIDE ENGINEERING, TECHNICAL, AND ADMINISTRATIVE SUPPORT SERVICES FOR PUBLIC WORKS PROJECTS (GK & ASSOCIATES) THIS THIRD AMENDMENT to the above -referenced agreement is entered into on February 7, 2023, by and between EC&AM Associates, Inc. dba GK & Associates ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. Following City's issuance of Request for Proposal No. 19-045, the parties entered into Agreement No. A-2019-117-04, dated July 16, 2019, by which Consultant agreed to provide engineering, technical, and administrative support services on an as -needed basis for the City's Public Works Agency ("Agreement"). B. Consultant was one of five consultants selected to provide services on an as -needed basis under RFP No. 19-045. The total compensation for services provided by all consultants selected under RFP No. 19-045 was not to exceed a shared aggregate amount of $2,500,000 during the term of the Agreement, including any extension periods. The Agreement remains in effect through July 15, 2022. C. On July 21, 2020, the parties entered into a First Amendment to the Agreement (#A-2020-153- 01) to increase the maximum shared aggregate expenditure under the Agreement. D. On May 18, 2021, the parties entered into a Second Amendment to the Agreement (#A-2021- 075-01) to increase the maximum shared aggregate expenditure under the Agreement. E. The parties now wish to amend the Agreement to further increase the maximum shared aggregate expenditure under the Agreement. The Parties therefore agree: Section 2.a., Compensation, is amended to increase the total compensation for services provided by all consultants selected under RFP No. 19-045 by the shared aggregate amount of $2,500,000 during the term of the Agreement, including any extension periods. Except as modified by this Third Amendment, and all prior amendments, all terms and conditions of the Agreement shall remain in full force and effect. [signatures on next page] Page 1 of 2 City Council 26 — 4 2/7/2023 IN WITNESS WHEREOF, the parties hereto have executed this Third Amendment to the Agreement on the date and year first written above. Norma Orozco Acting Clerk of the Council APPROVED AS TO FORM SONIA R. CARVALHO City Attorney By: don Salvatierra Deputy City Attorney RECOMMENDED FOR APPROVAL Nabil Saba Executive Director Public Works Agency Kristine Ridge City Manager CONSULTANT Page 2 of 2 City Council 26 — 5 2/7/2023 EXHIBIT 2 THIRD AMENDMENT TO AGREEMENT TO PROVIDE ENGINEERING TECHNICAL, AND ADMINISTRATIVE SUPPORT SERVICES FOR PUBLIC WORKS PROJECTS (INTERWEST CONSULTING) THIS THIRD AMENDMENT to the above -referenced agreement is entered into on February 7, 2023. by and between Interest Consulting Group, Inc. ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. Following City's issuance of Request for Proposal No. 19-045, the parties entered into Agreement No. A-2019-117-02, dated July 16, 2019, by which Consultant agreed to provide engineering, technical, and administrative support services on an as -needed basis for the City's Public Works Agency (`Agreement"). B. Consultant was one of five consultants selected to provide services on an as -needed basis under RFP No. 19-045. The total compensation for services provided by all consultants selected under RFP No. 19-045 was not to exceed a shared aggregate amormt of $2,500,000 during the term of the Agreement, including any extension periods. The Agreement remains in effect through July 15, 2022. C. On July 21. 2020, the parties entered into a First Amendment to the Agreement (#A-2020-153- 02) to increase the maximum shared aggregate expenditure under the Agreement. D. On May 18, 2021, the parties entered into a Second Amendment to the Agreement (#A-2021- 075-02) to increase the maximum shared aggregate expenditure under the Agreement. E. The parties now wish to amend the Agreement to farther increase the maximum shared aggregate expenditure under the Agreement. The Parties therefore agree: Section 2.a., Compensation, is amended to increase the total compensation for services provided by all consultants selected under RFP No. 19-045 by the shared aggregate amount of $2,500,000 during the term of the Agreement, including any extension periods. Except as modified by this Third Amendment, and all prior amendments, all terms and conditions of the Agreement shall remain in full force and effect. [signatures on next page) City Council 6 — 6 2/7/2023 IN WITNESS WHEREOF, the parties hereto have executed this Third Amendment to the Agreement on the date and year first written above. Norma Orozco Acting Clerk of the Council APPROVED AS TO FORM SONIA R. CARVALHO City Attorney By:__ Bragdon Salvatiem Deputy City Attomey RECOMMENDED FOR APPROVAL Nabil Saba Executive Director Public Works Agency Kristine Ridge City Manager CONSULTANT Name: Paul Meschino Title: President City Council 6 — 7 2/7/2023 EXHIBIT 3 THIRD AMENDMENT TO AGREEMENT TO PROVIDE ENGINEERING TECHNICAL, AND ADMINISTRATIVE SUPPORT SERVICES FOR PUBLIC WORKS PROJECTS (PENCO) THIS THIRD AMENDMENT to the above -referenced agreement is entered into on February 7, 2023 by and between Penco, a Cannon 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. Following City's issuance of Request for Proposal No. 19-045, the parties entered into Agreement No. A-2019-117-04, dated July 16, 2019, by which Consultant agreed to provide engineering, technical, and administrative support services on an as -needed basis for the City's Public Works Agency (`Agreement"). B. Consultant was one of five consultants selected to provide services on an as -needed basis under RFP No. 19-045. The total compensation for services provided by all consultants selected under RFP No. 19-045 was not to exceed a shared aggregate amotmt of $2,500,000 during the term of the Agreement, including any extension periods. The Agreement remains in effect through July 15, 2022. C. On July 21. 2020, the parties entered into a First Amendment to the Agreement (#A-2020-153- 03) to increase the maximum shared aggregate expenditure under the Agreement. D. On May 18, 2021, the parties entered into a Second Amendment to the Agreement (#A-2021- 075-03) to increase the maximum shared aggregate expenditure under the Agreement. E. The parties now wish to amend the Agreement to farther increase the maximum shared aggregate expenditure under the Agreement. The Parties therefore agree: Section 2.a., Compensation, is amended to increase the total compensation for services provided by all consultants selected under RFP No. 19-045 by the shared aggregate amount of $2,500,000 during the term of the Agreement, including any extension periods. Except as modified by this Third Amendment, and all prior amendments, all terms and conditions of the Agreement shall remain in full force and effect. [signatures on next page) City Council 6 — 8 2/7/2023 IN WITNESS WHEREOF, the parties hereto have executed this Third Amendment to the Agreement on the date and year first written above. Norma Orozco Clerk of the Council APPROVED AS TO FORM SONIA R. CARVALHO City Attorney B6ndon Salvatierra Deputy City Attomey RECOMMENDED FOR APPROVAL Nabil Saba Executive Director Public Works Agency Kristine Ridge City Manager CONSULTANT Name: Larry Kra mer Title: Director, Public Infrastructure City Council 6 — 9 2/7/2023 EXHIBIT 4 THIRD AMENDMENT TO AGREEMENT TO PROVIDE ENGINEERING. TECHNICAL. AND ADMINISTRATIVE SUPPORT SERVICES FOR PUBLIC WORKS PROJECTS (PROJECT PARTNERS) THIS THIRD AMENDMENT to the above -referenced agreement is entered into on February 7, 2023, by and between Project Partners ("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. Following City's issuance of Request for Proposal No. 19-045, the parties entered into Agreement No. A-2019-117-01, dated July 16, 2019, by which Consultant agreed to provide engineering, technical, and administrative support services on an as -needed basis for the City's Public Works Agency ("Agreement"). B. Consultant was one of five consultants selected to provide services on an as -needed basis under RFP No. 19-045. The total compensation for services provided by all consultants selected under RFP No. 19-045 was not to exceed a shared aggregate amount of $2,500,000 during the term of the Agreement, including any extension periods. The Agreement remains in effect through July 15, 2022. C. On July 21, 2020, the parties entered into a First Amendment to the Agreement (#A-2020-153- 04) to increase the maximum shared aggregate expenditure under the Agreement. D. On May 18, 2021, the parties entered into a Second Amendment to the Agreement (#A-2021- 075-04) to increase the maximum shared aggregate expenditure wider the Agreement. E. The parties now wish to amend the Agreement to further increase the maximum shared aggregate expenditure under the Agreement. The Parties therefore agree: 1. Section 2.a., Compensation, is amended to increase the total compensation for services provided by all consultants selected under RFP No. 19-045 by the shared aggregate amount of $2,500,000 during the term of the Agreement, including any extension periods. 2. Except as modified by this Third Amendment, and all prior amendments, all terms and conditions of the Agreement shall remain in full force and effect. [signatures on next page) Page 1 of 2 City Council 26 — 10 2/7/2023 IN WITNESS WHEREOF, the parties hereto have executed this Third Amendment to the Agreement on the date and year first written above. Norma Orozco Acting Clerk of the Council APPROVED AS TO FORM SONIA R. CARVALHO City Attorney By: don Salvatierra Deputy City Attorney RECOMMENDED FOR APPROVAL Nabil Saba Executive Director Public Works Agency Kristine Ridge City Manager CONSULTANT Name: Kjw Title: -�wcf,Pi ep + ?0--iA-6+S Page 2 of 2 City Council 26 —11 2/7/2023 EXHIBIT 5 THIRD AMENDMENT TO AGREEMENT TO PROVIDE ENGINEERING. THIS THIRD AMENDMENT to the above -referenced agreement is entered into on February 7, 2023 by and between Transtech Engineers, Inc. ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. Following City's issuance of Request for Proposal No. 19-045, the parties entered into Agreement No. A-2019-117-05, dated July 16, 2019, by which Consultant agreed to provide engineering, technical, and administrative support services on an as -needed basis for the City's Public Works Agency ("Agreement"). B. Consultant was one of five consultants selected to provide services on an as -needed basis under RFP No. 19-045. The total compensation for services provided by all consultants selected under RFP No. 19-045 was not to exceed a shared aggregate amount of $2,500,000 during the term of the Agreement, including any extension periods. The Agreement remains in effect through July 15, 2022. C. On July 21, 2020, the parties entered into a First Amendment to the Agreement (#A-2020-153- 05) to increase the maximum shared aggregate expenditure under the Agreement. D. On May 18, 2021, the parties entered into a Second Amendment to the Agreement (#A-2021- 075-05) to increase the maximum shared aggregate expenditure under the Agreement. E. The parties now wish to amend the Agreement to further increase the maximum shared aggregate expenditure under the Agreement. The Parties therefore agree: 1. Section 2.a., Compensation, is amended to increase the total compensation for services provided by all consultants selected under RFP No. 19-045 by the shared aggregate amount of $2,500,000 during the term of the Agreement, including any extension periods. 2. Except as modified by this Third Amendment, and all prior amendments, all terms and conditions of the Agreement shall remain in full force and effect. [signatures on nextpage] Page 1 of 2 City Council 26 — 12 2/7/2023 IN WITNESS WHEREOF, the parties hereto have executed this Third Amendment to the Agreement on the date and year first written above. Norma Orozco Acting Clerk of the Council APPROVED AS TO FORM SONIA R. CARVALHO City Attorney By: andon Salvatierra Deputy City Attorney RECOMMENDED FOR APPROVAL Nabil Saba Executive Director Public Works Agency Kristine Ridge City Manager CONSULTANT TRANSTECH ENGINEERS, INC. Name: Allen a it/ Title: President Page 2 of 2 FGH EA Rgys.� Faf 1pI➢,. Cy City Council 26 — 13 2/7/2023 Public Works Agency www.santa-ana.org/public-works Item # 27 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report February 7, 2023 TOPIC: Outdoor Sports Court Resurfacing AGENDA TITLE Approve Agreement with TrueLine Construction and Surfacing for Outdoor Sports Court Resurfacing Citywide in an Amount Not to Exceed $1,790,290 for a Five -Year Term (General Fund) RECOMMENDED ACTION Authorize the City Manager to execute an agreement with TrueLine Construction and Surfacing, Inc., to provide outdoor sports court resurfacing citywide in the amount of $195,988, with an annual contingency of $162,070, for a total agreement amount not to exceed $358,058, for a three-year period beginning February 7, 2023 to February 6, 2026, with an option for two, one-year extensions, subject non -substantive changes approved by the City Manager and City Attorney. DISCUSSION As of July 1, 2022, park maintenance functions have transferred from the Parks, Recreation and Community Services Agency to the Public Works Agency. Over the years, there has been a need for an increased level of maintenance services due to vandalism, theft, destruction of plants, and cleanup services in and around park areas. On October 14, 2022, the Public Works Agency released Request for Proposal (RFP) No. 22-123, by which it sought the services to provide citywide outdoor sports court resurfacing. The RFP was advertised on the City's online procurement management and publication system with Proposals due on November 18, 2022. One proposal was received and evaluated by a selection committee based on criteria outlined in the RFP. Staff recommends awarding an agreement (Exhibit 1) to TrueLine Construction and Surfacing to provide outdoor sports court resurfacing in Santa Ana parks based upon the scope of work and selection criteria outlined in RFP 22-23. Their proposal demonstrated the firm has the necessary capacity and expertise to complete the required services. The firm's rates are reasonable and within industry standard and the team qualifications are appropriate for this project. The proposal was determined to provide the best value for the City. City Council 27 — 1 2/7/2023 Agreement with TrueLine Construction and Surfacing. February 7, 2023 Page 2 FISCAL IMPACT Funds are available for expenditure in the current Fiscal Year 2022-23 and will be budgeted in subsequent fiscal years, subject to City Council approval. Staff will request a budget carryover to the next fiscal year for any unspent budget necessary to complete the project. Fiscal Accounting Fund Accounting Unit - Y Year Unit - Account Description Account No. Amount No Description 2022-23 Park Maintenance (Feb- 01117651- General Service Enhancement, $149,191 June) 62320 Fund Maintenance & Repair Buildings & Ground Park Maintenance 2023-24 01117651- General Service Enhancement, $358,058 62320 Fund Maintenance & Repair Buildings & Ground Park Maintenance 2024-25 01117651- General Service Enhancement, $358,058 62320 Fund Maintenance & Repair Buildings & Ground Park Maintenance 2025-26 01117651- General Service Enhancement, $358,058 62320 Fund Maintenance & Repair Buildings & Ground Park Maintenance 2026-27 01117651- General Service Enhancement, $358,058 62320 Fund Maintenance & Repair Buildings & Ground Park Maintenance 2027-28 01117651- General Service Enhancement, $208,867 (July -Jan) 62320 Fund Maintenance & Repair Buildings & Ground TOTAL: $1,790,290 EXHIBIT(S) 1. Agreement with TrueLine Construction and Surfacing Submitted By: Nabil Saba, P.E., Executive Director— Public Works Agency Approved By: Kristine Ridge, City Manager City Council 27 — 2 2/7/2023 EXHTBTT 1 AGREEMENT BETWEEN THE CITY OF SANTA ANA AND TRUELINE CONSTRUCTION & SURFACING FOR CITYWIDE OUTDOOR SPORTS COURT RESURFACING THIS AGREEMENT is made and entered into this 7th day of February 2023 by and between TrueLine Construction & Surfacing, Inc., a California corporation ("Contractor'), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. On October 14, 2022, the City issued Request for Proposal ("RFP') No. 22-123, by which it sought a qualified contractor to perform outdoor sports court resurfacing throughout the City. B. Contractor submitted a responsive proposal that was selected by the City. Contractor represents that it is able and willing to provide the services described in the scope of work that was included in RFP No. 22-123. C. hi undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional contracting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Contractor shall perform the services described in the Scope of Work that was included in RFP No. 22-123, attached hereto as Exhibit A and incorporated in full, and as further described in Contractor's Proposal, attached hereto as Exhibit B and incorporated in full. 2. COMPENSATION a. City agrees to pay, and Contractor agrees to accept as total payment for its services under this Agreement, the rates and charges identified in Contractor's Fee Schedule, which is attached as Exhibit B and incorporated in full. The total annual sum to be expended under the term of this Agreement, including any extension period(s), shall not exceed Three Hundred Thousand, Fifty -Eight Dollars and Zero Cents ($358,058.00). The sum is comprised of (1) the base amount of $195,988 and (2) a contingency in the amount of $162,070 for additional services at the City's sole discretion. b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting City Council 27 — 3 2/7/2023 Page r of 10 procedures. C. Payment need not be made for work that fails to meet the standards of performance set forth in the Recitals and Scope of Work, which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above and terminate on February 6, 2026, unless terminated earlier in accordance with Section 17, below. The term of this Agreement may be extended for up to two (2) one-year periods upon a writing executed by the City Manager and City Attorney. 4. PREVAILING WAGES Contractor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. if the services being performed are part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 5. INDEPENDENT CONTRACTOR Contractor shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Contractor under this Agreement ("Documents & Data"). City Council 27 — 4 2/7/2023 Page 2 of 10 Contractor shall require all subconsultants to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subconsultant prepares under this Agreement. Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data. Contractor makes no such representation and warranty in regard to Documents & Data which were provided to Contractor by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City s sole risk. 7. INSURANCE Contractor shall procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the Contractor, its agents, representatives, employees or subcontractors. a. Minimum Scope and Limit of Insurance Commercial General Liability (CGL): Insurance Services Office Form CG 00 Ol covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. if a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. 2. Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code 1), or if Contractor has no owned autos, hired, (Code 8) and non -owned autos (Code 9), with a limit no less than $1,000,000 per accident for bodily injury and property damage. 3. Workers' Compensation: as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. 4. Professional Liability (Errors and Omissions): insurance appropriate to the Contractor's profession, with limit no less than $1,000,000 per occurrence or claim, $1,000,000 aggregate. 5. Broader Coverage: if the Contractor maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. City Council 27 — 5 2/7/2023 Page 3 of 10 b. Other Insurance Provisions 1. Additional Insured Status: The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the fowl of an endorsement to the Contractor's insurance (at least as broad as ISO Form CG 20 10 11 85 or if notavailable, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 2037 if a later edition is used). 2. Primary Coverage: For any claims related to this contract, the Contractor's insurance coverage shall be primary coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shalt be excess of the Contractor's insurance and shall not contribute with it. 3. Notice of Cancellation: Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City. 4. Waiver of Subrogation: Contractor hereby grants to City a waiver of any right to subrogation that any insurer of said Contractor may acquire against the City by virtue of the payment of any loss under such insurance. Contractor agrees to obtain any endorsement that may be necessary to affect this waiverof subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. 5. Self -Insured Retentions: Self -insured retentions must be declared to and approved by the City. The City may require the Contactor to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self -insured retention may be satisfied by either the named insured or City. 6. Acceptability of Insurers: Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best's rating of no less than A: VIl, unless otherwise acceptable to the City. 7. Claims Made Policies: If any of the required policies provide coverage on a claims -made basis: i. The Retroactive Date must be shown, and must be before the date of the contact or the beginning of contact work. City Council 27 — 6 2/7/2023 Page 4 of 10 ii. Insurance must be maintained and evidence of insurance must be provided./or at least five (5) years after completion of the contract of work. iii. If coverage is canceled or non -renewed, and not replaced with another claims -made policy form with a Retroactive Date prior to the contract effective date, the Contractor must purchase "extended reporting" coverage for a minimum of five (5) years after completion of work. 8. Verification of Coverage: Contractor shall furnish the City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to City before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor's obligation to provide theta. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. 9. Subcontractors: Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City is an additional insured on insurance required from subcontractors. 10. Special Risks or Circumstances: City reserves the tight to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. S. INDEMNIFICATION Contractor agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Contractor or its subconsultants, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City Council 27 — 7 2/7/2023 Page 5 of 10 City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Contractor's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor. 9. INTELLECTUAL PROPERTY INDEMNIFICATION Contractor shall defend, indemnify and hold harmless the City, its officers, agents, representatives, and employees against any and all liability, including costs, and attorney's fees, for infringement of any United States' letters patent, trademark, or copyright contained in the work product or documents provided by Contractor to the City pursuant to this Agreement. 10. RECORDS Contractor shall keep records and invoices in connection with the work to be performed tinder this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3)) years, or for any longer period required by law, from the date of final payment to Contractor under this Agreement. All such records and invoices shall be clearly identifiable. Contractor shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Contractor under this Agreement. 11. CONFIDENTIALITY If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Contractor agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by the City. City Council 27 — 8 2/7/2023 Page 6 of 10 12. CONFLICT OF INTEREST CLAUSE Contractor covenants that it presently has no interest and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 13. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Executive Director Public Works Agency City of Santa Ana 20 Civic Center Plaza (M-21) P.O. Box 1988 Santa Ana, CA 92702 To Contractor: TrueLine Construction & Surfacing, Inc. Attn: Janet Bangs, Vice President 12397 Doherty Street Riverside, CA 92503 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 14. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor regarding the subject matter herein, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement City Council 27 — 9 2/7/2023 Page 7 of 10 and any attachments hereto, the terns of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 15. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services that are the subject to this Agreement performed by City personnel or by other consultants retained by City. 16. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 17. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Contractor to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work that fails to meet the standard of performance specified in the Recitals of this Agreement. 18. NON-DISCRIMINATION Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined City Council 27 — 10 2/7/2023 Page 8 of 10 and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 19. JURISDICTION -VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 20. PROFESSIONAL LICENSES Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Contractor shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 21. MISCELLANEOUS PROVISIONS a. 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. In the event of any conflict or inconsistency between the terms and conditions in this Agreement and any terms or conditions set forth in any Exhibit, purchase order, or other document relating to the transactions contemplated by this Agreement, the terms and conditions set forth in this Agreement shall prevail. C. All exhibits referenced herein and attached hereto shall be incorporated as if frilly set forth in the body of this Agreement. [signature page to f611mw] City Council 27 —11 2/7/2023 Page 9 of 10 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Norma Orozco Acting Clerk of the Council APPROVED AS TO FORM SONIA R. CARVALHO City Attorney By: randon Salvatierra Deputy City Attorney RECOMMENDED FOR APPROVAL Nabil Saba, P.E. Executive Director Public Works Agency CITY OF SANTA ANA Kristine Ridge City Manager CONTRACTOR t¢t-ga w- Na e: Janet Bangs Title: Vice President City Council 27 — 12 2/7/2023 Page 10 of 10 EXHIBIT A City Council 27 — 13 2/7/2023 Appendix ATTACMdENT 1 SCOPE OF WORK CPFY OF SANTA ANA REQUEST FOR PROPOSALS FOR ON -CALL COURT RESURFACING RFP NO.22-123 Scope: To provide outdoor sports court resurfacing for the City of Santa Ana, Public Works, Parks Department per the work specifications contained. Location of the work: • Adams Park: S Raitt Street, Santa Ana, 92704 Basketball courts and four square courts • Cabrillo Park: 1820 E Fruit Street, Santa Ana 92701 Basketball courts, tennis courts, and pickleball overlay • Portola Park: 1623-1501 Portola Street, Santa Ana 92705 Tennis courts and pickleball overlay • Sandpointe Park: 3700 S Birch Street, Santa Ana 92707 Tennis courts and pickleball overlay • Santiago Park: 2615 Valencia Street, Santa Ana 92706 Tennis courts and pickleball overlay Additional work services may be required for additional courts as funding becomes available. Specifications: • Grind or hydro blast court surface at 3,000 psi to remove all loose and flaking material down to a tight surface • Power wash court surface • Patch cracks and spalls with Plexipave's court patch binder • Cirind displacedareas on cracks so o H sides are fairly level • Apply one coat of special primer at all areas repaired at approximately 5 gallons of undiluted paint. • Apply primer to the entire court surface • Apply Sportmaster black acrylic resurfacer coat (or approved alternative) — 100% latex acrylic, mixed with #60 silica City Council city of Santa Ana i<r tjzzI14 2/7/2023 Page Al-1 • Apply two coats of Sportmaster color (or approved alternative), two or more tones — 100% latex acrylic, mixed with #90 silica sand (colors to be approved by authorized City representative) • Stripe to specifications to be determined by the Department — lines to be white latex acrylic line paint, unless otherwise specified • The Contractor shall be familiar with the current dimensions and layouts for sports courts, including tennis, basketball, hockey, pickleball, multi -purpose courts, etc. • Courts shall be resurfaced with stripes to the court's intended use or per City's representative designation. City Council LILY ul oanLa Mild n "-?5- 2/7/2023 Page A1- EXHIBIT B City Council 27 — 16 2/7/2023 TrueLine`M CONSTRUCTION & SURFACING AM E COURT SURFACING & WINDSCREENS 12397 Doherty Street, Riverside, CA 92503 www.gotrueline.com 951-817-0777 November 15, 2022 City of Santa Ana 20 Civic Center Plaza M-22 Santa Ana, CA 92701 RE: RFP On -Call Court Resurfacing Services 22-123 Dear City of Santa Ana, Trueline Construction & Surfacing is providing a Proposal for the On -Call Court Resurfacing Services for the City of Santa Ana. Our requested company information is as follows: Trueline Construction & Surfacing, Inc. 12397 Doherty Street Riverside, CA 92503 Trueline's Secretary of State Entity number is C3572553. Please use the above information for further information regarding this Request for Proposal. I, Janet ]Bangs will be your point of contact. Please fund enclosed herewith, our Executive Summary, as well as our most current references for your review. I have also included our general approach to resurfacing sport courts. to contact me with any further questions or concerns you may have. rice L� ice President Trueline40@oudook.com City Council 27 — 17 2/7/2023 TrueLin e`� CONSTRUCTION & SURFACING ALL GAME COURT SURFACING & WINDSCREENS 12397 Doherty Street, Riverside, CA 92503 www.gotrueline.com 951-817-0777 Trueline's Executive Su_*nmary Trueline Construction & Surfacing, Inc. has been in business specializing in sport court construction and resurfacing since 1993. Since then, Trueline has grown to be one of the largest game court surfacing companies in the Western United States. In the past 29 years, we have coated over 14,000 tennis, basketball, roller hockey, paddle tennis and pickleball courts as well as many other types of courts and surfaces. We have expanded our services to include complete building, windscreens, nets, posts, basketball systems and much more. Our management has a combined 60 plus years of experience and our foremen have an average of 14 years' experience on the job. Trueline takes extra care in our prep work and have developed state of the art techniques to keep us ahead of our competitors, as this is the most critical part of the job. We use the best primers for the situation and have a thorough knowledge of concrete hardeners, efflorescence removers, epoxy primers and patch materials to start the beginning process of right. If the court has been previously surfaced, we use a 4000 psi pressure washer (and sometimes a spinner attachment) to clean off the existing surface. If no bubbles become present during the wash process, we know the surface is sound. Any unsound concrete will be brought to our attention in the preparation process. Once we are past the preparation work, we begin patching any cracks, spalls or broken concrete. We use different materials, depending on the situation. We also grind any uneven portions of the court, as well as trip edges, and removal and replacement of caulking on existing expansion joints. Once preparation and repairs are done, the next step is to apply the acrylic resurfacer. Applying an acrylic resurfacer not only fills in the smaller cracks, which we cannot get repair materials into, but it also provides a heavy body to prepare for a better color application. The resurfacer is mixed with #60 silica sand to smooth out the surface. Once cured, we apply two coats of color mixed with #60 silica sand. We apply this material with a high performance squeegee for optimum coverage. Once the coats have cured, we then stripe the court to ASBA specifications. Once the play lines are applied and cured, the court is ready for play? City Council 27 — 18 2/7/2023 INTrueLine` CONSTRUCTION & SURFACING ALL CAME COURT SURFACING & WINDSCREENS 12397 Doherty Street, Riverside, CA 92503 www.gotrueline.com 951-817-0777 Required Statements a. All charges for services will be a "Not -to -Exceed" fee, as submitted with, and spade part of Trueline's quote. b. Trueline's hourly rate of $70.59 is part of Trueline's quote for use in invoicing for progress payments and for extra work incurred that tis not part of the enclosed Request Tor Proposal. c. All federal laws and regulations shall be adhered to notwithstanding any state or local laws and regulations. In case of conflict between federal, state or local laws or regulations, the strictest shall be adhered to. d. Trueline to allow all authorized federal, state, county and the City officials access to place of work, books, documents, papers, fiscal, payroll materials and other relevant contract records pertinent to this project. All relevant records shall be retained for at least three (3) years. e. Trueline will not discriminate against any employee or applicant for employment because of race, color, religion, sex or national origin. f. Trueline shall comply with the California Labor Code pursuant to said regulations entitled: Federal ]Labor Standards provisions, Federal Prevailing Wage Decision, and State of California Prevailing Wage Rates respectively. g. Trueline to comply with the Copeland Anti -kickback Act (18 USC 874 C) and the implementation regulation (29 CFR 3) issued pursuant thereto and any - A City Council 27 — 19 2/7/2023 TrueLine CONSTRUCTION & SURFACING au i NRIC5gRt15 12397 Doherty Street, Riverside, CA 92503 Phone (951)817-0777, Fax (951)817-0770 www.gotrueline.com trueline40(MRmail com Public Works Job References Antelope Valley Union High School District Resurface 34 Tennis Courts Contract Price: $289,990 Contact, Mat Havens 661-942-8496 Project Start: 10/15/2021, Project End:1/28/2022 University of Southern California Resurface 6 Tennis Courts at Marks Stadium Contract Price: $90,111 Contact: Alissa Giel 323-401-2237 Project Start: 7/18/2022, Project End: 8/5/2022 Whittier High School Tennis Courts Resurfacing Resurface 6 Tennis Courts Contract Price: $81,696 Contact: Danny True, 562-237-0795, cedillo.true@wuhsd.org Project Start: 8/16/2021, Project End: 9/7/2021 Atascadero High School Construction and Surfacing of 6 New Post Tension Tennis Courts Contract Price: $697,650 Contact: Larry Wysong, Wysong Construction, lar[y@wvsongconstruction.com Project Start: 4/14/2021,Proiect End-8/3/707t Magnolia High School Anaheim USD Construction of 8 New Post Tension Tennis Courts Contract Price: $897,850 Contact: Eric, The Nazerian Group, 818-990-5115 Project Start: 12/21/2020 Project End: 3/15/2021 Lakeside High School Lake Elsinore USD Restore & Resurface 8 Tennis Courts Contract Price: $53,600 Contact: Brad Fife, brad.fife@leusd.kl2.ca.us Project Start: 8/3/2020, Project End: 8/21/2020 City Council 27 — 20 2/7/2023 Orange Coast C011ege Construction of 9 New Post Tension Tennis Courts Contract Price: $629,798 Contact: George, (562) 997-9410 Project Start: 02/03/2020, Project End: 07/24/2020 Westlake High School Coneio Valley USD Resurface & Repair 6 Tennis Courts Contract Price: $42,500 Contact: Mike Stanford (805) 857-6724, mikestanfordldconeiousd ore Project Start: 6/15/2020, Project End: 7/15/2020 Mount San Antonio College Repair & Resurface 8 Tennis Courts Contract Price: $86,995 Contact: Blake (760) 619-3544, blaket@rvhconstructors.com Project Start: 6/24/2020, Project End: 7/17/2020 City of Santa Fe Springs Resurface 12 Game Courts Contract Price: $69,860 Contact: Art Cervantes @ (562)868-0511, arthurcervantes@santafesprings.org Project Start: 11/10/2019, Project End:12/15/2019 Newport Mesa Unified School District Repair & Resurface 8 Tennis Courts at Estancia High School Contract Price: $65,963.00 Contact: Jessica Magana for Pinner Construction, 949-558-6529, jessicaCa)Pin nerconstruction corn Project Start: 2/12/2021, Project End: 3/07/2021 City of Fountain Valley Restore, Resurface & Convert 37 Game Courts Contract Price: $155,200 Contact: Kyle Hilton, (714) 593-4516 Project Start: 7/8/2019, Project End: 9/8/2019 Torrance Unified School District (Contracted through Balfour Beatty Construction) Construction of 4 New Post Tension Courts— Resurface & Restoration of additional47 Tennis Courts Contract Price: $1,035,650.00 Contact: David Meyer (949) 910-1247, dmeyer@balfourbeattyus.com Project Start: 4/30/2018, Project End: 04/30/2019 Cal Poly San Luis Obispo Repair & Resurface a total of 7 Tennis Courts Contract Price: $63,000.00 Contact: Colin Princi @ (949) 351-3539 Project Start: 11/09/2018, Project End: 11/30/2018 City Council 27 — 21 2/7/2023 University of California Los Angeles (UCLA) Repair & Resurface a total of 12 Tennis Courts Contract Price: $101,500.00 Contact: Roland Amrhein @ (310) 825-4547 Project Start: 9/13/2018, Project End: 10/20/2018 Chino Valley USD Restore and Resurface 6 Tennis Courts Contract Price: $167,156.00 Contact: Johnathan Campbell, Johnathan_campbell@chino.k12.ca.us Project Start: 6/5/2018, Project End: 7/25/2018 Canyon Springs High School Sport Complex Tennis Facility Construction & Surfacing of 8 New Post Tension Tennis Courts Contract Price: $489,980.00 Contact: Rudy Torres @ AMG and Associates, Inc. (661) 251-7401, rtorres@amgassociatesinc.com Project Start: 12/1/2017, Project End: 4/18/2018 UC Irvine Anteater Stadium Construction of New Tennis Facility Including 4 New Post Tension Tennis Courts, Fencing, Lighting and a Shade Structure. Contract Price: $478,374.00 Contact: Tim Callahan @ (949) 677-6748 Project Start: 8/14/2017, Project End: 10/11/2017 City of Beverly Hills (La Cienega Tennis Facility) Renovation of 1D Tennis Courts Contract Price: $135,350.00 Contact: Mandana Motahari @ (310) 285-1132, mmotahari@cityofbeverlyhills.org Project Start: 11/5/2017, Project End: 12/23/2017 University of Redlands. Redlands CA Resurfacing of 10 Tennis Courts Contract Price $97,340.00 Contact: Geoff Roche @ (909) 748-8417, geoff_roche@redlands.edu Project Start: 12/2/2016, Project End: 12/23/2016 Bonita High School Construction of 2 new Tennis Courts Contract Price: $98,700.00 Contact: Mike Wilson @ (909) 593-5272 Project Start: 5/24/2016, Project End: 7/1/2016 City Council 27 — 22 2/7/2023 Private Work Job References Biola University Construction of 2 New Post Tension Tennis Courts Contract Price: $324,700.00 Contact: Jody Spicer, jody.spicer@biola.edu Project Start: 6/25/2019, Project End: 8/1/2019 Chante Clair Estates (Contracted through PIMP Management) Construction of 2 New Post Tension Tennis Courts Contract Price: $127,840.00 Contact: Frank Jauregui @ (805) 642-2400 Project End:9/16/2019 Ojai Valley Athletic club Restore & Resurface 8 Tennis Courts Contract Price: $74,370.00 Contact: Ryan Gaston, rgaston@caclubs.com Project Start: 1/13/2018, Project End: 2/23/2018 Pepperdine University Malibu CA Resurfacing of 12 Tennis Courts Contract Price $137,440.00 Contact: Richard Burchell, richard.burchell@pepperdine.edu Westlake Athletic Club Westlake Village, CA Resurface and Restore 13 Tennis Courts Contract Price: $74,370.00 Contact: John Suttcliffe, jsutcliffe@caclubs.com Project Start: 7/6/2017, Project End: 8/1/2017 Mark Weil Tennis Academy Construction of 4 New Courts, Convert 4 Clay Courts to Concrete Courts Contract Price $428,370.00 Mark Weil, markweil@markweiltennis.com Project Start: 8/1/2016, Project End: 10/22/2016 City Council 27 — 23 2/7/2023 Trueline Construction & Surfacing,Inc Staff Experience Edward Kruse, MBA Business 30 Years Surfacing Game Court Experience 10 Years Building Courts Experience A License C32 License Asbestos License Porfirio Pichardo 22 Years Experience as Foreman Surfacing Game Courts Repairing Fencing, Concrete, Game Court Hardware, Removal of Surface Jose Pichardo 15 Years Experience as Foreman Surfacing Game Courts Removal of Surfaces Repairing Fencing, Concrete, Game Court Hardware Victor Pichardo 15 Years Experience as Foreman Surfacing Game Courts Removal of Surfaces Repairing Fencing, Concrete, Game Court Hardware City Council 27 — 24 2/7/2023 EXHIBIT A SCOPE OF SERVICES Nan -Fed Fu ii0bupcil 27 - 25 2/7 2023 11 TrueL n_ e� CONSTRUCTIONS, SURFACING ALL GAME COURT 56EU IN & WINDSCREENS 12397 Doherty Street, Riverside, CA 92503 www.gotrueline.com 951-817-0777 Scope of Work/Methodology 1) Trueline to evaluate each court to determine the correct approach to repair the court for prior to applying surfacing material. 2) Trueline to communicate with City Stahl on what approach is determined, and what, if any specific tasks will be required by the agency. 3) If the court has been previously surfaced, we use a 4000 psi pressure washer (and sometimes a spinner attachment) to clean off the existing surface. Iff no bubbles become present during the wash process, we know the surface is sound. Any unsound concrete will be brought to our attention in the preparation process. 4) Once we are past the preparation work, we begin patching any cracks, spahls or broken concrete. We use different materials, depending on the situation. We also grind any uneven portions of the court, as well as trip edges, and removal and replacement of caulking on existing expansion points. Once preparation and repairs are done, the next step is to apply the acrylic resurffacer. 5) Applying an acrylic resurffacer not only fills in the smaller cracks, which we cannot get repair materials into, but it also provides a heavy body to prepare for a better color application. The resurffacer is mixed with #60 silica sand to smooth out the surface. Once cured, we apply two coats of color mixed with #60 silica sand. We apply this material with a high performance squeegee for optimum coverage. Once the coats have cured, we then stripe the court to AS13A specifications City Council 27 — 26 2/7/2023 0 GAME COURT SURFI & WINDSCREENS Date: 11 /15/2022 For: Project Name / Location On -Call Court Resurfacing RFP NO.22-123 Cp°r$ Janet Bangs, Vice President trueline4O@outlook.com Contractors's License No. 662625 (A & C32) DIR No.1000006579 Trueline is a member of ASBA, CPRS, CASBO & USTA PROPOSAL/ CONTRACT NO. • Trueline is an approved applicator of Plexipave, Sportmaster, Guardian Crack Repair System and Armor Crack Repair System CONTRACTOR AND OWNER AGREE AS FOLLOWS: CITY RATE TOTAL ADAMS PARK Resurface Basketball Court (s).Power wash basketball court(s) (owner to provide water to 4 8230.00 2,920.00 contractor at no charge) Patch cracks and spells Grind displaced areas on cracks so both sides are fairly level. We cannot guarantee against the occurrence of any new spalls or pop outs. `Note' Cracks in Concrete and Asphalt will Return. A crack can be repaired, but it might come back. Structural cracks or hairline cracks will always come back and most of the time immediately. These can be repaired temporarily, but will ultimately come back. Cracks are formed due to the movement of the slab, expanding and contracting if there is a weak point in the slab itself. Even when the correct method of repair is done, the crack could re -appear the next day or never, as every court reacts differently in the movement of the slab itself. Apply primer to bare areas Apply Sportmaster black acrylic resurfacer coat, 100% latex acrylic, mixed with #60 silica to smooth out surface and provide a superior base for color Apply two coats of Sportmaster color, (two tone included. Additional fee for a third color) 100% latex acrylic, mixed with #90 silica sand for a medium speed of play Stripe to specifications Lines to be white latex acrylic line paint unless otherwise specified. Squeegee marks, lines or swirls are always visible in the application process, but will fade over time. Please be aware that your quote includes a total of two (2) color choice(s), not including the Bright Red or Tournament Purple. These are Premium Colors and would require an additional fee. The provisions set forth upon the second and third pages hereof and any other attached pages hereto are hereby incorporated in and made apart of I Total this CONTRACT. I have been notified that I have the right to cancel within 3 days of signing this contract. IN WITNESS WHEREOF, the parties hereto 12397 Doherty Street have executed this CONTRACT the day and year set forth below. Riverside, CA 92503 Date i Q ��� — 2? 7 www.gotr�l7ria2 Page 1 Date: 11 /15/2022 For: Project Name / Location On -Call Court Resurfacing RFP NO.22-123 CPrS .: =� Janet Bangs, Vice President trueline4O@outlook.com Contractors's License No. 662625 (A & C32) DIR No.1000006579 Trueline is a member of ASBA, CPRS, CASBO & USTA PROPOSAL/ CONTRACT NO. MM Trueline is an approved applicator of Plexipave, Sportmaster, Guardian Crack Repair System and Armor Crack Repair System CONTRACTOR AND OWNER AGREE AS FOLLOWS: QTY RATE TOTAL Resurface Half Basketball Court (s).Power wash basketball court(s) (owner to provide water to contractor at no charge) 2 7125.00 14,250.00 Patch cracks and spalls Grind displaced areas on cracks so both sides are fairly level. We cannot guarantee against the occurrence of any new spalls or pop outs. 'Note` Cracks in Concrete and Asphalt will Return. A crack can be repaired, but it might come back. Structural cracks or hairline cracks will always come back and most of the time immediately. These can be repaired temporarily, but will ultimately come back. Cracks are formed due to the movement of the slab, expanding and contracting if there is a weak point in the slab itself. Even when the correct method of repair is done, the crack could re -appear the next day or never, as every court reacts differently in the movement of the slab itself. Apply primer to bare areas Apply Sportmaster black acrylic resurfacer coat, 100% latex acrylic, mixed with #60 silica to smooth out surface and provide a superior base for color Apply two coats of Sportmaster color, (two tone included. Additional fee for a third color) 100% latex acrylic, mixed with #90 silica sand for a medium speed of play Stripe to specifications Lines to be white latex acrylic line paint unless otherwise specified. Squeegee marks, lines or swirls are always visible in the application process, but will fade over time. Please be aware that your quote includes a total of two (2) color choice(s), not including the Bright Red or Tournament Purple. These are Premium Colors and would require an additional fee. The provisions set forth upon the second and third pages hereof and any other attached pages hereto are hereby incorporated in and made a part of Total this CONTRACT. I have been notified that I have the right to ranrai within z days of signing this contract. IN WITNESS WHEREOF, the parties hereto V 12397 Doherty Street have executed this CONTRACT the day and year set forth below. Riverside, CA 92503 Date g dig 97 8 www.gotrj�A3 Page 2 T ALL GAME COURT SURF, & WMDSCREENS Date: 11 /15/2022 For: Project Name / Location On -Call Court Resurfacing RFP NO.22-123 cprs m I Janet Bangs, Vice President truefine40@outlook. com Contractors's License No. 662625 (A & C32) DIR No.1000006579 Trueline is a member of ASBA, CPRS, CASBO & USTA PROPOSAL/ CONTRACT NO. Elm Trueline is an approved applicator of Plexipave, Sportmaster, Guardian Crack Repair System and Armor Crack Repair System CONTRACTOR AND OWNER AGREE AS FOLLOWS: CITY RATE TOTAL Resurface Foursquare Court (s).Power wash basketball court(s) (owner to provide water to 4 4430.00 17,720.00 contractor at no charge) Patch cracks and spalls Grind displaced areas on cracks so both sides are fairly level. We cannot guarantee against the occurrence of any new spalls or pop outs. `Note` Cracks in Concrete and Asphalt will Return. A crack can be repaired, but it might come back. Structural cracks or hairline cracks will always come back and most of the time immediately. These can be repaired temporarily, but will ultimately come back. Cracks are formed due to the movement of the slab, expanding and contracting if there is a weak point in the slab itself. Even when the correct method of repair is done, the crack could re -appear the next day or never, as every court reacts differently in the movement of the slab itself. Apply primer to bare areas Apply Sportmaster black acrylic resurfacer coat, 100% latex acrylic, mixed with #60 silica to smooth out surface and provide a superior base for color Apply two coats of Sportmaster color, (two tone included. Additional fee for a third color) 100% latex acrylic, mixed with #90 silica sand for a medium speed of play Stripe to specifications Lines to be white latex acrylic line paint unless otherwise specified. Squeegee marks, lines or swirls are always visible in the application process, but will fade over time. Please be aware that your quote includes a total of two (2) color choice(s), not including the Bright Red or Tournament Purple. These are Premium Colors and would require an additional fee. SANDPOINTE PARK The provisions set forth upon the second and third pages hereof and any other attached pages hereto are hereby incorporated in and made a part of Total this CONTRACT. I have been notified that I have the right to cancel within 3 days of signing this contract. IN WITNESS WHEREOF, the parties hereto 12397 Doherty Street have executed this CONTRACT the day and year set forth below. Riverside, CA 92503 Date Fg 97 99 www.gotr2di i j? 3 Page 3 TrueLine CONSTRUCTION & SURF ALL GAME COURT SURFACING & WINDSCREENS e Date: 11 /15/2022 For: Project Name / Location On -Call Court Resurfacing C- RFP NO.22-123 cprs Janet Bangs, Vice President truelineO@outlook oom Contractors's License No. 662625 (A & C32) DIR No.1000006579 Trueline is a member of ASBA, CPRS, CASBO & USIA PROPOSAL/ CONTRACT NO. MW Trueline is an approved applicator of Plexipave, Sportmaster, Guardian Crack Repair System and Armor Crack Repair System CONTRACTOR AND OWNER AGREE AS FOLLOWS: CITY RATE TOTAL Resurface Tennis Court(s) Power Wash Tennis Court (owner to provide water to contractor at no charge) 2 24,660.00 Patch cracks and spalls. We cannot guarantee against the occurrence of any new spalls or pop outs. Grind displaced areas on cracks so both sides are fairly level. *Note* Cracks in Concrete and Asphalt will Return. A crack can be repaired, but it might come back. Structural cracks or hairline cracks will always come back and most of the time immediately. These can be repaired temporarily, but will ultimately come back. Cracks are formed due to the movement of the slab, expanding and contracting if there is a weak point in the slab itself. Even when the correct method of repair is done, the crack could re -appear the next day or never, as every court reacts differently in the movement of the slab itself. Apply Sportmaster black resurfacer coat, 100% latex acrylic, mixed with #60 silica to smooth out surface and provide a superior base for color coating Apply two coats of Sportmaster color System, (two tone included) 100% latex acrylic, mixed with #90 silica sand for a medium speed of play Stripe Play Lines, Sharp and Accurate to ASBA specs Lines to be white Latex Acrylic line paint, unless otherwise specified. Squeegee marks, lines or swirls are always visible in the application process, but will fade over time. Please be aware that your quote includes a total of two (2) color choice(s), not including the Bright Red or Tournament Purple. These are Premium Colors and would require an additional fee. Remove and replace caulking with Sika-Flex 2CSL Grind edges for proper adhesion 240 10.33 2,479.20 Stripe Play Lines, Sharp and Accurate to ASBA Specifications. Stripe per Specifications for Pickleball. It is recommended that the color should contrast the existing 8 785.00 6,280.00 court colors. Lines to be Latex Acrylic Textured Line Paint unless Otherwise Specified. CABRILLO PARK The provisions set forth upon the second and third pages hereof and any other attached pages hereto are hereby incorporated in and made a part of Total this CONTRACT. I have been notified that I have the right to cancel within 3 days of signing this contract. IN WITNESS WHEREOF, the parties hereto 12397 Doherty Street have executed this CONTRACT the day and year set forth below. Riverside, CA 92503 Date�0 www.gotriW1 A3 Page 4 0 & MNDSCREENS Date: 11 /15/2022 For: Project Name / Location On -Call Court Resurfacing RFP NO.22-123 Cp($ Janet Bangs, Vice President tnieline4O@outlook.com Contractors's License No. 662625 (A & C32) DIR No.1000006579 Trueline is a member of ASBA, CPRS, CASBO & USTA PROPOSAL/ CONTRACT NO. • ig Trueline is an approved applicator of Plexipave, Sportmaster, Guardian Crack Repair System and Armor Crack Repair System CONTRACTOR AND OWNER AGREE AS FOLLOWS: QTY RATE TOTAL Resurface Tennis Court(s) Power Wash Tennis Court (owner to provide water to contractor 1 *** 12,330.00 at no charge) Patch cracks and spalls. We cannot guarantee against the occurrence of any new spalls or pop outs. Grind displaced areas on cracks so both sides are fairly level. *Note* Cracks in Concrete and Asphalt will Return. A crack can be repaired, but it might come back. Structural cracks or hairline cracks will always come back and most of the time immediately. These can be repaired temporarily, but will ultimately come back. Cracks are formed due to the movement of the slab, expanding and contracting if there is a weak point in the slab itself. Even when the correct method of repair is done, the crack could re -appear the next day or never, as every court reacts differently in the movement of the slab itself. Apply Sportmaster black resurfacer coat, 100% latex acrylic, mixed with #60 silica to smooth out surface and provide a superior base for color coating Apply two coats of Sportmaster color System, (two tone included) 100% latex acrylic, mixed with #90 silica sand for a medium speed of play Stripe Play Lines, Sharp and Accurate to ASBA specs Lines to be white Latex Acrylic line paint, unless otherwise specified. Squeegee marks, lines or swirls are always visible in the application process, but will fade over time. Please be aware that your quote includes a total of two (2) color choice(s), not including the Bright Red or Tournament Purple. These are Premium Colors and would require an additional fee. Remove and replace caulking with Sika-Flex 2CSL 60 10.33 619.80 Grind edges for proper adhesion Stripe Play Lines, Sharp and Accurate to ASBA Specifications. Stripe per Specifications for Pickleball. It is recommended that the color should contrast the 4 785.00 3,140.00 existing court colors. Lines to be Latex Acrylic Textured Line Paint unless Otherwise Specified. The provisions set forth upon the second and third pages hereof and any other attached pages hereto are hereby incorporated in and made a part of otal T :his CONTRACT. I have been notified that I have the riaht to nnncei within a clays of signing this contract. IN WITNESS WHEREOF, the parties hereto 12397 Doherty Street have executed this CONTRACT the day and year set forth below. Riverside, CA 92503 Date g W 97 31 www.gotnWIM4 3 Page 5 Truce CONSTRUCTION & ALL GAME COURT SURFACINf & WINDSCREENS i Date: 11 /15/2022 For: Project Name / Location On -Call Court Resurfacing RFP NO.22-123 cprs Janet Bangs, Vice President tr1eline40@out1ook cram Contractors's License No. 662625 (A & C32) DIR No. 1000006579 Trueline is a member of ASBA, CPRS, CASBO & USTA PROPOSAL/ CONTRACT NO. • Trueline is an approved applicator of Plexipave, Sportmaster, Guardian Crack Repair System and Armor Crack Repair System CONTRACTOR AND OWNER AGREE AS FOLLOWS: CITY RATE ', TOTAL Resurface Basketball Court (s).Power wash basketball court(s) (owner to provide water to 1 *"'*** 11,330.00 contractor at no charge) Patch cracks and spalls Grind displaced areas on cracks so both sides are fairly level. We cannot guarantee against the occurrence of any new spalls or pop outs. *Note* Cracks in Concrete and Asphalt will Return. A crack can be repaired, but it might come back. Structural cracks or hairline cracks will always come back and most of the time immediately. These can be repaired temporarily, but will ultimately come back. Cracks are formed due to the movement of the slab, expanding and contracting if there is a weak point in the slab itself. Even when the correct method of repair is done, the crack could re -appear the next day or never, as every court reacts differently in the movement of the slab itself. Apply primer to bare areas Apply Sportmaster black acrylic resurfacer coat, 100% latex acrylic, mixed with #60 silica to smooth out surface and provide a superior base for color Apply two coats of Sportmaster color, (two tone included. Additional fee for a third color) 100% latex acrylic, mixed with #90 silica sand for a medium speed of play Stripe to specifications Lines to be white latex acrylic line paint unless otherwise specified. Squeegee marks, lines or swirls are always visible in the application process, but will fade over time. Please be aware that your quote includes a total of two (2) color choice(s), not including the Bright Red or Tournament Purple. These are Premium Colors and would require an additional fee. PORTOLA PARK The provisions set forth upon the second and third pages hereof and any other attached pages hereto are hereby incorporated in and made a part of Total this CONTRACT. I have been notified that I have the right to cancel within 3 days of signing this contract. IN WITNESS WHEREOF, the parties hereto 12397 Doherty Street have executed this CONTRACT the day and year set forth below. Riverside, CA 92503 Date �y r� 27 — 32 www.got4l"A3 Page 6 T CONSTRUCTION & SURF ALL GAME COURT SURFACING AM & WINDSCREENS e Date: 11 /15/2022 For: Project Name / Location On -Call Court Resurfacing RFP NO.22-123 Cprs Janet Bangs, Vice President trueline4O@outlook.com Contractors's License No. 662625 (A & C32) DIR No. 1000006579 Trueline is a member of ASBA, CPRS, CASBO & USIA PROPOSAL / CONTRACT NO. Trueline is an approved applicator of Plexipave, Sportmaster, Guardian Crack Repair System and Armor Crack Repair System CONTRACTOR AND OWNER AGREE AS FOLLOWS: OTY RATE TOTAL Resurface Tennis Court(s) Power Wash Tennis Court (owner to provide water to contractor at no charge) 1 ********* 14,220.00 Patch cracks and spalls. We cannot guarantee against the occurrence of any new spalls or pop outs. Grind displaced areas on cracks so both sides are fairly level. *Note* Cracks in Concrete and Asphalt will Return. A crack can be repaired, but it might come back. Structural cracks or hairline cracks will always come back and most of the time immediately. These can be repaired temporarily, but will ultimately come back. Cracks are formed due to the movement of the slab, expanding and contracting if there is a weak point in the slab itself. Even when the correct method of repair is done, the crack could re -appear the next day or never, as every court reacts differently in the movement of the slab itself. Apply Sportmaster black resurfacer coat, 100% latex acrylic, mixed with #60 silica to smooth out surface and provide a superior base for color coating Apply two coats of Sportmaster color System, (two tone included) 100% latex acrylic, mixed with #90 silica sand for a medium speed of play Stripe Play Lines, Sharp and Accurate to ASBA specs Lines to be white Latex Acrylic line paint, unless otherwise specified. Squeegee marks, lines or swirls are always visible in the application process, but will fade over time. Please be aware that your quote includes a total of two (2) color choice(s), not including the Bright Red or Tournament Purple. These are Premium Colors and would require an additional fee. Stripe Play Lines, Sharp and Accurate to ASBA Specifications. Stripe per Specifications for Pickleball. It is recommended that the color should contrast the 4 785.00 3,140.00 existing court colors. Lines to be Latex Acrylic Textured Line Paint unless Otherwise Specified. SANTIAGO PARK Full Court Surface Removal Grind entire court to a tight surface 2 6630.00 13,260.00 Dispose of Material. The provisions set forth upon the second and third pages hereof and any other attached pages hereto are hereby incorporated in and made a part ofD07ta717this CONTRACT. I have been notified that I have the riaht to cannel within days of signing this contract. IN WITNESS WHEREOF, the parties hereto 12397 Doherty Street have executed this CONTRACT the day and year set forth below. Riverside, CA 92503 Date art M 27 33 www.gotr&l7"( 3 Page 7 Qq & MND5CREEN5 Date: 11 /15/2022 For: Project Name / Location On -Call Court Resurfacing RFP NO.22-123 cprs 1 Janet Bangs, Vice President truefine40@outlook. com Contractors's License No. 662625 (A & C32) DIR No.1000006579 Trueline is a member of ASBA, CPRS, CASBO & USTA PROPOSAL/ CONTRACT NO. Trueline is an approved applicator of Plexipave, Sporbmaster, Guardian Crack Repair System and Armor Crack Repair System CONTRACTOR AND OWNER AGREE AS FOLLOWS: CITY RATE TOTAL Resurface Tennis Court(s) Power Wash Tennis Court (owner to provide water to contractor 20,880.00 at no charge) Patch cracks and spalls. We cannot guarantee against the occurrence of any new spalls or pop outs. Grind displaced areas on cracks so both sides are fairly level. "Note' Cracks in Concrete and Asphalt will Return. A crack can be repaired, but it might come back. Structural cracks or hairline cracks will always come back and most of the time immediately. These can be repaired temporarily, but will ultimately come back. Cracks are formed due to the movement of the slab, expanding and contracting if there is a weak point in the slab itself. Even when the correct method of repair is done, the crack could re -appear the next day or never, as every court reacts differently in the movement of the slab itself. Apply Sportmaster black resurfacer coat, 100% latex acrylic, mixed with #60 silica to smooth out surface and provide a superior base for color coating Apply two coats of Sportmaster color System, (two tone included) 100% latex acrylic, mixed with #90 silica sand for a medium speed of play Stripe Play Lines, Sharp and Accurate to ASBA specs Lines to be white Latex Acrylic line paint, unless otherwise specified. Squeegee marks, lines or swirls are always visible in the application process, but will fade over time. Please be aware that your quote includes a total of two (2) color choice(s), not including the Bright Red or Tournament Purple. These are Premium Colors and would require an additional fee. Remove and replace caulking with Sika-Flex 2CSL Grind edges for proper adhesion 240 10.33 2,479.20 Stripe Play Lines, Sharp and Accurate to ASBA Specifications. Stripe per Specifications for Pickleball. It is recommended that the color should contrast the existing court Lines 8 785.00 6,280.00 colors. to be Latex Acrylic Textured Line Paint unless Otherwise Specified. The provisions set forth upon the second and third pages hereof and any other attached pages hereto are hereby incorporated in and made a partof Total this CONTRACT. I have been notified that I have the right to cancel within 3 $195,988.20 days of signing this contract. IN WITNESS WHEREOF, the parties hereto 12397 Doherty Street have executed this CONTRACT the day and year set forth below. Riverside, CA 92503 Date r�T�� fle 27 — 34 www.got47V?. Page 8 EXHIBIT B COMPENSATION Fee Proposal including hourly rates if applicable Non -Fed 'U I1vb6MCi1 27 - 35 2/7 2023 11 Site Cost as Park: Basketball Court 47,170.00 Four square courts 17,720.00 to Park: Basketball Court 11,330.00 Tennis Court 12,949.80 Pickleball overlay 3,140.00 la Park: Tennis Court 14,220.00 Pickleball overlay 3,140.00 )ointe Park: Tennis Court 27,139.20 Pickleball overlay 6,280.00 tgo Park: Tennis Court 46,619.20 Pickleball overlay 6,280.00 City Council 27 — 36 2/7/2023 1ME COURT SURE 6 VANDSCREENS Date: 11 /10/2022 For: Project Name / Location On -Call Court Resurfacing �'� RFP NO, 22-123 cprs Janet Bangs, Vice President trueline40@outloak.com Contractors's License No. 662625 (A & C32) DIR No.1000006579 Trueline is a member of ASBA, CPRS, CASBO & USTA PROPOSAL/ CONTRACT NO. 7876 Trueline is an approved applicator of Plexipave, Sportmaster, Guardian Crack Repair System and Armor Crack Repair System FCONTRACTOR AND OWNER AGREE AS FOLLOWS: CITY RATE TOTAL HOURLY LABOR RATE Hourly Labor Prevailing Wage Rate 1 75.32 75.32 The provisions set forth upon the second and third pages hereof and any other attached pages hereto are hereby incorporated in and made a part of Total this CONTRACT. I have been notified that I have the rinht to ranrel within a $75.32 days of signing this contract. IN WITNESS WHEREOF, the parties hereto - 12397 Doherty Street have executed this CONTRACT the day and year set forth below. Riverside, CA 92503 Date __ram+ 27 — 37 www.gotrA� 3 Appendix ATTACHMENT 3-1: NON -COLLUSION AFFIDAVrr CERTIFICATIONS NON -COLLUSION AFFIDAVIT (Title 23 United States Code Section 112 and Public Contract Code Section 7106) To the CITY OF SANTA ANA DEPARTMENT OF PUBLIC WORKS In accordance with Title 23 United States Code Section 112 and Public Contract Code 7106 the BIDDER declares that the bid is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the bid is genuine and not collusive or sham; that the BIDDER has not directly or indirectly induced or solicited any other BIDDER to put in a false or sham bid, and has not directly or indirectly colluded, conspired, connived or agreed with any BIDDER or anyone else to put in a sham bid, or that anyone shall refrain from bidding, that the BIDDER has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the BIDDER or any BIDDER, or to fix any overhead, profit, or cost element of the bid price, or of that of any other BIDDER, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the bid are true; and, further, that the BIDDER has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereat or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid. Note: The above Non -collusion Affidavit is part of the Proposal. Signing this Proposal, on the signature portion thereof shall also constitute signature of this Non -collusion Affidavit. BIDDERS are cautioned that making a false certification may subject the certifier to criminal prosecution. Signed State of California County of Subscribed and sworn to (or affirmed) before me on this _ day of . 20 by proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me. Notary Public Signature Notary Public Seal ray ,.r c�..tn Ana RFR28 122 City Council Page A3-1 27 — 38 2/7/2023 Appendix ATTACBAWNT 3-2: NON -LOBBYING CERTIFICATION CERTIFICATIONS The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: I . No federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement. 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 Trueline nsl Signed and PtintcdNam Title Vice President Date November 15. Janet Bangs City, of Con1� Ate., OCn nn � on City Council Page A3-2 27 — 39 2/7/2023 Appendix ATTACHMENT 3-3: NON-DISCRIMINATION CERTIFICATION CERTIFICATIONS The undersigned consultant or corporate officer, during the performance of this contract, certifies as follows: 1. The Consultant shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Consultant shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without, regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Consultant agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. 2. The Consultant shall, in all solicitations or advertisements for employees placed by or on behalf of the Consultant, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. I 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 -----co ted-constiucft=-contracts-in-accordmee-with-procedures-autharized=-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. 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 GTE of S�n� e..,FoTo City Council Page A3-3 27 - 40 2/7/2023 by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontract or purchase order as the administering agency may direct as means of enforcing such provisions, including sanctions for noncompliance; provided, however, that in the event the Consultant becomes involved in, or is threatened with, litigation with a sub -consultant or vendor as a result of such direction by the administering agency, the Consultant may request that the United States enter into such litigation to protect the interests of the United States. Pursuant to California Labor Code Section 1735, as added by Chapter 643 Stars. 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 subjectto-all\he penalties imposed for a violation of the Chapter. Title: Firm: Trueline Construction & Surfacing, Inc. Date: November 15, 2022 City Council Page A3-427 — 41 2/7/2023 Appendix ATTACHMENT 3-1: NON -COLLUSION AFFIDAM CERTIFICATIONS NON -COLLUSION AFFIDAVIT (Title 23 United States Code Section 112 and Public Contract Code Section 7106) To the CITY OF SANTA ANA DEPARTMENT OF PUBLIC WORKS In accordance with Title 23 United States Code Section 112 and Public Contract Code 7106 the BIDDER declares that the bid is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the bid is genuine and not collusive or sham; that the BIDDER has not directly or indirectly induced or solicited any other BIDDER to put in a false or sham bid, and has not directly or indirectly colluded, conspired, connived or agreed with any BIDDER or anyone else to put in a sham bid, or that anyone shall refrain from bidding, that the BIDDER has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the BIDDER or any BIDDER, or to fix any overhead, profit, or cost element of the bid price, or of that of any other BIDDER, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the bid are true; and, further, that the BIDDER has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid. Note: The aboveT7on sion Affidavit is part of the Proposal. Signing this Proposal, on the signature portion thereo s also con to signature of this Non -collusion Affidavit. BIDDERS are utioned that making,se certification ay subject the certifier to criminal prosecution. Signed State of Cahfomia Countyof Riverside Spbscribed and sworn to (or affirmed) before me on this V& day of V1 20 by i' e. ��vtge proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me. Notary Public Signature Notary Pubhe Seal See attached City Council Page A3-1 27 — 2/7/2023 notary public or other officer completing this �rtificate verifies only the identity of the individual io signed the document to which this certificate attached, and not the truthfulness, accuracy, or lidity of that document. State of California County of Riverside Subscribed and sworn to (or affirmed) before me on this �5 day of November 20 22 , by \rc, L F. - 3(a �'9 Nluveu to me on the basis of satisfactory evidence to be the person(s) who appeared before me. o A. LOPEZ a COMA. #2401914 ` Notwy Pudic-C000mia S4N BERNAR01N0 COUNTY M MYComm. Ezp. April 24, 20266 aoaooa000000aaaoe000aoono (Seal) Signature Q�- , 6 See attached City Council 27 — 43 2/7/2023 Public Works Agency www.santa-ana.org/public-works Item # 28 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report February 7, 2023 TOPIC: Artificial Turf Sports Field Maintenance Services AGENDA TITLE Approve Agreement with FieldTurf USA, Inc. for Artificial Turf Sports Field Maintenance Services in an Amount Not to Exceed $520,800 for a Five -Year Term (General Fund) RECOMMENDED ACTION Authorize the City Manager to execute an agreement with FieldTurf USA, Inc. to provide artificial turf sports field maintenance in the amount of $86,800, with a contingency of $17,360, for a total agreement amount not to exceed $520,800 for a three-year period beginning February 7, 2023 to February 6, 2026, with an option for two, one-year extensions, subject non -substantive changes approved by the City Manager and City Attorney. DISCUSSION As of July 1, 2022, park maintenance functions have transferred from the Parks, Recreation and Community Services Agency to the Public Works Agency. Public Works Parks oversee the maintenance of six soccer fields, 35 baseball diamonds, and a Stadium. The City recently installed a new artificial field at the Santa Ana stadium. The vendor will provide a professional level of maintenance to extend the life of the field, while increasing the level of maintenance service at our existing fields due to wear and tear, vandalism, theft, and the need for cleanup services in and around fields. On October 14, 2022, the Public Works Agency released Request for Proposal (RFP) No. 22-102, seeking the services of qualified firms to provide routine artificial turf sports field maintenance at the Santa Ana Stadium and Dan Young Soccer Complex. The maintenance will occur at a minimum on a quarterly basis and additional services may be rendered as needed. The RFP was advertised on the City's online procurement management and publication system with Proposals due on November 18, 2022. Six proposals were received and evaluated by a selection committee. Based on criteria outlined in the RFP, the following summarizes the top three responding firms and their ranking: City Council 28 — 1 2/7/2023 Agreement with FieldTurf USA, Inc. February 7, 2023 Page 2 Firm cityRank FieldTurf USA, Inc. Montreal, Canada 1 AFE Sports Signal Hill, California 2 TD Sports Lincoln, California 3 Staff recommends awarding an agreement (Exhibit 1) to FieldTurf USA, Inc. to provide artificial turf sport field maintenance based upon the scope of work and selection criteria outlined in RFP 22-102. Their proposal demonstrated the firm has the necessary capacity and expertise to complete the required services. The firm's rates are reasonable and within industry standard and the team qualifications are appropriate for this project. The proposal was determined to provide the best value for the City. FISCAL IMPACT Funds are available for expenditure in the current Fiscal Year 2022-23 and will be budgeted in subsequent fiscal years, subject to City Council approval. Staff will request a budget carryover to the next fiscal year for any unspent budget necessary to complete the projects. Accounting Fiscal Unit - Fund Accounting Unit - Year Account Description Account No. Amount No. Description 2022-23 01117651- General Park Maintenance $43,400 (Feb -June) 62320 Fund 2023-24 01117651- General Park Maintenance $104,160 62320 Fund 2024-25 01117651- General Park Maintenance $104,160 62320 Fund 2025-26 01117651- General Park Maintenance $104,160 62320 Fund 2026-27 01117651- General Park Maintenance $104,160 62320 Fund 2027-28 01117651- General Park Maintenance $60,760 (July -Jan) 62320 Fund TOTAL: $520,800 City Council 28 — 2 2/7/2023 Agreement with FieldTurf USA, Inc. February 7, 2023 Page 3 EXHIBIT(S) 1. Agreement with FieldTurf USA, Inc. Submitted By: Nabil Saba, P.E., Executive Director— Public Works Agency Approved By: Kristine Ridge, City Manager City Council 28 — 3 2/7/2023 EXHIBIT 1 CONSULTANT AGREEMENT BETWEEN FIELDTURF USA, INC. AND THE CITY OF SANTA ANA FOR ARTIFICIAL TURF SPORTS FIELD MAINTENANCE THIS AGREEMENT is made and entered into this 71h day of February 2023 by and between FieldTurf USA, Inc. ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. The City desires to retain a consultant having special skill and knowledge to provide scheduled artificial turf sports field maintenance. B. Consultant represents that Consultant is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in Scope of Services - Exhibit A, attached hereto and incorporated by reference. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services for City, the rates and charges identified in Compensation - Exhibit B. The total amount to be expended under this Agreement shall not exceed $520,800, which includes $86,800 in contingency, during the term of this Agreement, including any extension periods exercised under Section 3. This sum shall be comprised of $104,160 annually. b. Payment by City shall be made within 45 days (forty-five) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. City Council 28 — 4 2/7/2023 3. TERM This Agreement shall commence on the date first written above for a three (3) year term with the option for the City to grant up to two (2) one M-vear renewals, exercisable by a writing by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 16, below. 4. PREVAILING WAGES Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the services being performed are part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 5. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. [Intentionally omitted) [This space intentionally left blank] City Council 28 — 5 2/7/2023 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: Coverage shall be at least as broad as: Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the generalaggregate limit shall be twice the required occurrence limit. 2. Automobile Liability: Insurance Services Office Form Number CA 0001 covering, Code (any auto), or if Consultant has no owned autos, Code 8 (hired) and 9 (non -owned), with limit no less than $1,000,000 per accident for bodily injury and property damage. 3. Workers' Compensation insurance as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. 4. Professional Liability (Errors and Omissions) ) if Consultant is or employs a licensed professional such as an architect or engineer: Insurance appropriates to the Consultant's profession, with limit no less than $1,000,000 per occurrence or claim. If the Consultant maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions: Additional Insured Status The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Consultant including materials, parts, or equipment furnished in connectionwith such work or operations. General liability coverage can be provided in the form of an endorsement to the Consultant's insurance (at least as broad as ISO Form CG 20 10 11 85 or bothCG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used). City Council 28 — 6 2/7/2023 Primary Coverage For any claims related to this contract, the Consultant's insurance coverage shall be primary insurance primary coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Consultant's insuranceand shall not contribute with it. Notice of Cancellation Each insurance policy required above shall state that coverage shall not be canceled, except withnotice to the City. Waiver of Subrogation Consultant hereby grants to City a waiver of any right to subrogation which any insurer of said Consultant may acquire against the City by virtue of the payment of any loss under such insurance. Consultant agrees to obtain any endorsement that may be necessary to affect this waiverof subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Self -Insured Retentions Self -insured retentions must be declared to and approved by the City. The City may require theConsultant to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self -insured retention may be satisfied by either the named insured or C ity. Acceptability of7nsurers Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best's rating of no less than A: H, unless otherwise acceptable to the City. Claims Made Policies If any of the required policies provide coverage on a claims -made basis: The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work. 2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. 3. If coverage is canceled or non -renewed, and not replaced with another claims - made policyform with a Retroactive Date prior to the contract effective date, the Consultant must purchase "extended reporting" coverage for a minimum of five (5) years after completion of contract work. Verification of Coverage Consultant shall furnish the City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing allpolicy endorsements to City before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Consultant's obligation to provide them. The City reserves City Council 28 — 7 2/7/2023 the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. Subcontractors Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City is an additional insured on insurance required from subcontractors. Special Risks or Circumstances City reserves the right to modify these requirements, including limits, based on the nature of therisk, prior experience, insurer, coverage, or other special circumstances. 8. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 9. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 10. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements City Council 28 — 8 2/7/2023 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 C ity. 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 idCity, 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 and as further specified in Certifications - Exhibit C, attached hereto and incorporated in this Agreement by reference. 14. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In City Council 28 — 9 2/7/2023 the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. 15. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 16. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 17. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 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 farther agree City Council 28 — 10 2/7/2023 that Orange County, California, shall be the venue for any action or proceeding that maybe brought or arise out of, in connection with or by reason of this Agreement. 19. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 20. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. The Agreement is the final and complete agreement and any prior or contemporaneous agreements for similar services between the parties is superseded by this Agreement. This clause shall not apply where the Parties are currently engaged and Consultant is providing services not contemplated by this Agreement. C. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 21. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax: 714- 647-6956 City Council 28 —11 2/7/2023 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: Lisa Kerwin 7445 Cote-de-Liesse, Suite 200 Montreal, Quebec H4T 1G2 Faz: (514) 340-9374 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. [Signatures on the following page] City Council 28 — 12 2/7/2023 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney Jose Montoya Assistant City Attorney RECOMMENDED FOR APPROVAL: Nabil Saba Executive Director Public Works Agency CITY OF SANTA ANA Kristine Ridge City Manager CONSULTANT: en Gill ExecutiveV ice President City Council 28 — 13 2/7/2023 EXHIBIT A SCOPE OF SERVICES City Council 28 — 14 2/7/2023 FieldTurf SURFACE EATE SURFACE EXPERIENCE A Tarkett Sports. Company CITY OF SANTA ANA— EXHIBIT A— SCOPE OF SERVICES: To: Jorge Acevedo 11/17/2022 City of Santa Ana Public Works Agency 20 Civic Center Plaza; Ross Annex Santa Ana, CA 92701 (714) 647-3324 Re: MAINTENANCE PROPOSAL FOR THE CITY OF SANTA ANA 1-FieldTurf offers to provide maintenance services for the following FieldTurf field(s) Field Name: Dan Young Sports Park— Field 1 Dan Young Sports Park— Field Size: 80,000 SgFt 84,940 SgFt Product: -- FTRV360-2.5" Install Date: -- 7/2612016 Dan Young Sports Park — Field 95,000 SgFt FTVTP — 2.5" 2022 Santa Ana Stadium 81,246 SgFt FTVTP — 2.25" 8/12/2022 Campesino 80,000 SgFt 2023 Dan Young Sports Park — Field 95,000 SgFt FTVTP — 2.5° 2023 Santa Anita Park 85,690 SgFt FTCORE — 2.25" 9/12/2022 The scope of services under this proposal shall consist of the following on each visit offered herein: ADVANCED CARE MAINTENANCE- SMG SportChamp maintenance sessions including: (a) a general sweeping to remove foreign objects such as dirt, leaves, bird droppings, gum and other debris that may collect on the field surface; and (b) a deep groom, sweep and rejuvenation to de -compact infill in an effort to maintain appropriate G- Max levels. This is a three step process: decompaction, brushing and infill cleaning with a vacuum rotary brush and fine groom with a power surface brush. Overall analysis and inspection of the field and its applicable systems, including infill depth and consistency, infill migration, field edging attachments, sewn and glued seams, line verification and field inserts (inlays). Up to eight (8) minor repairs (including sewing/adhesive failures, inlay separation, and general workmanship) to the FieldTurf surface, in the discretion of the FieldCare crew at time of visit. If necessary, additional repairs can be performed on a separate visit and at an additional cost, if applicable. Additionally, any additional warranty repairs discovered during the maintenance visit may need to be performed on a separate visit, to be scheduled on a mutually agreeable date, as the time set aside for the proposed services may not provide enough time to complete all required repairs discovered during the performance of the services. City CToll Fred: iF800T 4-29 9 Inc. Te74(514) 340-931155 FRd.,(514) 34�9374tr Websdeb httpTwww.F Idturf<a�Fe0tt�o3m Fielffurf SURFACE EATE SURFACE EXPERIENCE A Tarkett Sports Company This offer does not include the repair of any damage to the field as a result of acts of vandalism and/or neglect. The price includes normal wear and tear; any major repairs or necessary maintenance as a result of damage due to abnormal wear and tear, abuse, vandalism, or neglect are subject to additional cost. Program 1- Four (4) site visits per year to each of the above -mentioned fields Includes: -Eighty-Four (84) -Eighty-Four(84) -Twenty-One (21) Annual GMAX Tests With Written Report (to be conducted in conjunction with regularly scheduled maintenance) -Pre and Post Field Inspection with written Field Maintenance Summary -Minor Seam and Inlay Repairs, not to exceed eight (8) repairs up to fifteen (15) linear Sq Ft -Field Magnet Sweep -Light Infill added to High Traffic Areas City +Toll Fred: 1-800- 4-29 9 Inc. Te7: (514) 340-931155 Fax: (5 340-9374tr Webs teb http:// w .fi Idtu�rftar etttt.coom EXHIBIT B COMPENSATION City Council 28 — 17 2/7/2023 FieldTurf SURFACE EATE SURFACE EXPERIENCE A Tarkett Sports Company CITY OF SANTA ANA — EXHIBIT B — COMPENSATION — FEE PROPOSAL: To: Jorge Acevedo 11/17/2022 City of Santa Ana Public Works Agency 20 Civic Center Plaza; Ross Annex Santa Ana, CA 92701 (714) 647-3324 Re: MAINTENANCE PROPOSAL FOR THE CITY OF SANTA ANA 1-FieldTurf offers to provide maintenance services for the following FieldTurf field(s) Field Name: Dan Young Sports Park— Field 1 Dan Young Sports Park— Field Size: 80,000 SgFt 84,940 SgFt Product: FTRV360 — 2.5" Install Date: 7/2612016 Dan Young Sports Park — Field 95,000 SgFt FTVTP — 2.5" 2022 Santa Ana Stadium 81,246 SgFt FTVTP — 2.25" 8/12/2022 Campesino 80,000 SgFt 2023 Dan Young Sports Park — Field 95,000 SgFt FTVTP — 2.5° 2023 Santa Anita Park 85,690 SgFt FTCORE — 2.25" 9/12/2022 Program am 1- Four (4) site visits per year to each of the above -mentioned fields Includes: -Eighty-Four (84) Advanced Care Visits -Eighty-Four (84) Mperial Field Sanitization Applications (to be conducted in conjunction with regularly scheduled maintenance) -Twenty-One (21) Annual GMAX Tests With Written Report (to be conducted in conjunction with regularly scheduled maintenance) -Pre and Post Field Inspection with written Field Maintenance Summary -Minor Seam and Inlay Repairs, not to exceed eight (8) repairs up to fifteen (15) linear Sq Ft -Field Magnet Sweep -Light Infill added to High Traffic Areas City C+Toll Fred: iF800T 4-29 9 Inc. Te74(514) 340-931155 FRd.,(5220Q$974tr Websdeb httpTwww.F Idturf<a�Fe0tt�o3m FieldTurf SURFACE EATE SURFACE EXPERIENCE A Tarkett SpoTIS Company UNIT COST: $3,100.00/FIELD/VISIT EXTENDED COST: $260,400.00 1 DAY— 8 HOURS — PER VISIT/FIELD TO BE SCHEDULED IN ACCORDANCE WITH FIELD AVAILABILITY/PREFERRED DATES City CT0 Free 1-800-724-29 9 Inc. Te7: (14) 340-931155 Fax: (514) 340- 374trWebsteb http:// w . eldtu�rftar etttt.com Public Works Agency www.santa-ana.org/public-works Item # 29 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report February 7, 2023 TOPIC: Installment Sale Agreement for Automated Metering Infrastructure Project AGENDA TITLE Adopt a Resolution Approving the Construction Installment Sale Agreement with the California State Water Resources Control Board for Financing of the Automated Metering Infrastructure Project (Non -General Fund) RECOMMENDED ACTION Adopt a Resolution approving the Construction Installment Sale Agreement (D2202006) with the California State Water Resources Control Board for financing of the Automated Metering Infrastructure Project, in an amount up to $10,117,365. DISCUSSION The Public Works Agency Water Resources Division oversees and maintains the daily operations of the City's water and sanitary sewer systems. The water system is comprised of approximately 480 miles of water main, 21 groundwater wells, seven pump stations, 10 reservoirs with a storage capacity of 49 million gallons, four pressure regulating stations, and seven connection points to the Metropolitan Water District. The system has an average daily demand of 30 million gallons from its roughly 45,150 metered service connections. In November 2020, City Council approved an agreement for the implementation of the Automated Metering Infrastructure (AMI) Implementation Project. The AMI Project, which is currently underway, will replace or retrofit all of the existing, manually -read water meters with smart meters capable of automatically communicating water consumption and other system information. Additional components of the AMI Project were the installation of communications equipment to receive water system data, billing software system upgrades, and other software integrations to allow for full utilization of available water data. In an effort to find cost-effective solutions to maintaining and improving the City's water system infrastructure, the Water Resources Division has sought out funding mechanisms such as the California State Water Resources Control Board's (Water Board) Drinking Water State Revolving Fund (SRF) (Exhibit 1). The SRF provides assistance for public water systems in financing the cost of drinking water infrastructure City Council 29 — 1 2/7/2023 Adopt Resolution for AMI Project Installment Sale Agreement February 7, 2023 Page 2 projects needed to achieve or maintain compliance with Safe Drinking Water Act (SDWA) requirements. Approval of the agreement (Exhibit 2) will allow the City to fund the AMI Project while also freeing up funds for additional projects that may otherwise be deferred due to insufficient revenue fund balances. Total AMI project costs are estimated at $29,683,230. Staff has requested a principal loan from the SRF in the amount of $10,117,365, which according the Payment Schedule (Exhibit 3), will be paid back over 23 years at 1.1 % interest rate and at a cost of $1,224,034.32. The remaining cost of the AMI project is being funded through State and Federal Grants ($5.3 million) and Water Enterprise Revenue. ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT Funds are available in the current fiscal year budget, FY 22-23, to pay estimated administrative and grant fund fees of $15,028.57 in Water Debt Service, Contract Services -Professional expenditure account (No. 06017020-62300). Principal and interest payments are due annually beginning one year after construction completion date of June 30, 2025. Funds for debt servicing in fiscal years FY25-26 through FY45- 46 will be included in the proposed budgets for City Council consideration. Debt servicing will be recorded in Water Debt Service, Principal -Debt Services expenditure account (No. 06017020-67100) and Interest -Debt Services expenditure account (No. 06017020-67110). Loan reimbursement disbursements will be recorded in Water Fund, Notes/Loan Payable account (No. 06001001-27000). EXHIBIT(S) 1. Resolution Approving the Construction Installment Sale Agreement with the California State Water Resources Control Board for Financing of the Automated Metering Infrastructure Project 2. Construction Installment Sale Agreement 3. Project Loan Schedule Summary Submitted By: Nabil Saba, Executive Director, Public Works Agency Approved By: Kristine Ridge, City Manager City Council 29 — 2 2/7/2023 EXHIBIT 1 RESOLUTION 2023-XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING A CONSTRUCTION INSTALLMENT SALE AGREEMENT WITH THE CALIFORNIA STATE WATER RESOURCES CONTROL BOARD IN CONNECTION WITH THE FINANCING OF THE AUTOMATED METER INFRASTUCTURE PROJECT AND AUTHORIZING CERTAIN OTHER RELATED ACTIONS WHEREAS, the City of Santa Ana wishes to finance the costs of certain design and construction improvements to its water delivery infrastructure, specifically the Automated Meter Infrastructure Project ("Project"); and WHEREAS, the City intends to finance the Project or portions of the Project with funds ("Project Funds") provided by the State of California, acting by and through the State Water Resources Control Board ("State Water Board"); and WHEREAS, the City previously adopted Resolution No. 2019-096 authorizing an application for financial assistance to the State Water Board for the Project and Resolution No. 2019-097 declaring its intention to use a portion of the Project Funds to reimburse certain capital expenditures made prior to the receipt of Project Funds from available moneys of the City in connection with the Project; and WHEREAS, the City and State Water Board now desire to approve a Construction Installment Sale Agreement ("2022 Installment Sale Agreement") for the purpose of providing the terms relating to the distribution and repayment by the City of the Project Funds and relating to the City's payment of certain installment payments; and WHEREAS, under the 2022 Installment Sale Agreement, the installment payments payable by the City will be secured by a pledge of and payable from Net Revenues (as defined in the 2022 Installment Sale Agreement) of the City's Water Enterprise, as described in Exhibit B to the 2022 Installment Sale Agreement. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Santa Ana as follows: Section 1. The recitals set forth above are true and correct and adopted as findings in support of this Resolution. Section 2. The City approves the Project Funds in an amount not to exceed $10,117,365 with an interest rate not to exceed 1.10%. Section 3. The 2022 Installment Sale Agreement, a copy of which is attached as Exhibit A, is hereby approved in substantially the form thereof with changes as may be approved by the City Manager or his or her designee (each an "Authorized Representative"). Execution by an Authorized Representative of the 2022 Installment City Council 29 — 3 ResoluTon1 9PXXX Page 1 of 3 Sale Agreement shall constitute conclusive evidence of such Authorized Representative's approval of such changes. Each of the Authorized Representatives is hereby authorized, together or alone, to execute and deliver the 2022 Installment Sale Agreement. Section 4. The covenants set forth in the 2022 Installment Sale Agreement to be executed in accordance with Section 3 above are hereby approved, shall be deemed to be covenants of the legislative body of the City, and shall be complied with by the City. Section 5. Each Authorized Representative and the other officers and staff of the City responsible for the fiscal affairs of the City are hereby authorized and directed to take any actions and execute and deliver any and all documents and certificates as are necessary to complete the transactions contemplated by the 2022 Installment Sale Agreement. Section 6. 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 12023. APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: 1W. � L John M.Funk Chief Assistant City Attorney AYES: NOES: ABSTAI N: NOT PRESENT: Councilmembers Councilmembers Councilmembers Councilmembers Valerie Amezcua Mayor City Council 29 — 4 Resolu?1171 RPXXX Page 2 of 3 CERTIFICATE OF ATTESTATION AND ORIGINALITY I, , Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2023-_ to be the original Resolution adopted by the City Council of the City of Santa Ana on 12023. Date: Clerk of the Council City of Santa Ana City Council 29 — 5 ResoluTo 1 RPXXX Page 3 of 3 EXHIBIT A .......... er ' Water. Boards ' , � ..•�� DRINKING WATER CONSTRUCTION LOAN CITY OF SANTA ANA CALIFORNIA STATE WATER RESOURCES CONTROL BOARD Water Boards CONSTRUCTION INSTALLMENT SALE AGREEMENT PROJECT NO. 3010038-002C AUTOMATED METERING INFRASTRUCTURE AGREEMENT NO. D2202006 PROJECT FUNDING AMOUNT: $10,117,365.00 ESTIMATED REASONABLE PROJECT COST: $22,208,325.00 ELIGIBLE WORK START DATE: JUNE 1, 2019 ELIGIBLE CONSTRUCTION START DATE: SEPTEMBER 9, 2022 COMPLETION OF CONSTRUCTION DATE: JUNE 30, 2025 FINAL REIMBURSEMENT REQUEST DATE: DECEMBER 30, 2025 FINAL PAYMENT DATE: JULY 1, 2045 RECORDS RETENTION END DATE: JUNE 30, 2045 City Council 29 — 6 2/7/2023 THIS PAGE INTENTIONALLY LEFT BLANK City Council 29 — 7 2/7/2023 City of Santa Ana Agreement No.: D2202006 Project No.: 3010038-002C Page i of 49 TABLE OF CONTENTS AGREEMENT.................................................................................................... 1. AUTHORITY............................................................................................... 2. INTENTION................................................................................................ 3. AGREEMENT, TERM, DOCUMENTS INCORPORATED BY REFERENCE 4. PARTY CONTACTS................................................................................... 5. DEFINITIONS.......... EXHIBIT A— SCOPE OF WORK...................................................................... A.1. PROJECT DESCRIPTION, USEFUL LIFE, AND SCOPE OF WORK.. A.2. STANDARD PROJECT REQUIREMENTS....... A.2.1 Acknowledgements ......................................... A.2.2 Reports............................................................ A.2.2.1 Progress Reports ...................................... A.2.2.2 Project Completion Report ....................... A.2.2.3 As Needed Reports .................................. A.2.2.4 [Reserved] ............................................... A.2.2.5 DBE Reports for SRF Projects ................. A.2.3 Signage........................................................... A.2.4 Commencement of Operations ......................... A.3 DATES & DELIVERABLES.......... A.4 SCHEDULE......... EXHIBIT B— FUNDING TERMS...... .2 .3 10 10 10 10 10 10 11 11 11 11 11 12 12 12 14 B.1. FUNDING AMOUNTS AND REIMBURSEMENTS...................................................................14 B. ].I Funding Contingency and Other Sources............................................................................................ 14 B.1.2 Estimated Reasonable Cost................................................................................................................ 14 B.1.3 Project Funding Amount.................................................................................................................... 14 B.1.4 [Reserved].........................................................................................................................................14 B. 1.5 Budget Costs..................................................................................................................................... 14 B.1.6 Contingent Disbursement................................................................................................................... 15 B.1.7 Reimbursement Procedure................................................................................................................. 15 B.1.8 Withholding of Disbursements........................................................................................................... 16 B.1.9 Fraud and Misuse of Public Funds, Enforcement................................................................................ 17 B.2 RECIPIENT'S PAYMENT OBLIGATION, PLEDGE, AND RESERVE...........................................17 B.2.1 Project Costs.....................................................................................................................................17 132.2 Estimated Principal Payment Due...................................................................................................... 18 132.3 Interest Rate and In -Lieu of Interest Charges...................................................................................... 18 B.2.4 [Reserved].........................................................................................................................................18 13.2.5 Obligation Absolute ............................................. .............................................................................. 18 City Council 29 — 8 2/7/2023 City of Santa Ana Agreement No.: D2202006 Project No.: 3010038-002C Page ii of 49 B.2.6 Payment Timing ............................... ................................. --................. ........................................ 1. 18 B.2.7 Pledged Revenues.............................................................................................................................. 19 B.2.7.1 Establishment of Enterprise Fund and Reserve Fund....................................................................... 19 B.2.7.2 Pledge of Net Revenues, Enterprise Fund, and Reserve Fund.......................................................... 19 B.2.7.3 Application and Purpose of the Enterprise Fund............................................................................. 19 B.2.8 No Prepayment..................................................................................................................................20 B.2.9 Reserve Fund....................................................................................................................................20 B.3 RATES, FEES AND CHARGES..................................................................................................20 BA ADDITIONAL DEBT....................................................................................................................20 B.5 NO LIENS...................................................................................................................................21 EXHIBIT C — GENERAL & PROGRAMMATIC TERMS & CONDITIONS................................................22 C.1 REPRESENTATIONS & WARRANTIES......................................................................................22 C.1.1 Application and General Recipient Commitments..............................................................................22 C.1.2 Authorization and Validity.................................................................................................................22 C.1.3 No Violations....................................................................................................................................22 C.1.4 No Litigation.....................................................................................................................................22 C.1.5 Property Rights and Water Rights......................................................................................................22 C.1.6 Solvency and Insurance.....................................................................................................................23 C.1.7 Legal Status and Eligibility................................................................................................................23 C.1.8 Financial Statements and Continuing Disclosure................................................................................23 C.1.9 System Obligations............................................................................................................................23 C.1.10 No Other Material Debt._._._._._._._._._................................................_._._._...............................23 C.1.11 Compliance with State Water Board Funding Agreements .......................... _.._._._._._...............23 C.2 DEFAULTS AND REMEDIES......................................................................................................23 C.2.1 Return of Funds; Acceleration; and Additional Payments...................................................................24 C.23 Administrative remedies....................................................................................................................24 C.2.4 Judicial remedies...............................................................................................................................24 C.2.5 Termination.......................................................................................................................................24 C.2.6 Damages for Breach of Tax -Exempt Status........................................................................................25 C.2.7 Damages for Breach of Federal Conditions........................................................................................25 C.2.8 Remedies and Limitations..................................................................................................................25 C.2.9 Non-Waiver......................................................................................................................................25 C.2.10 Status Quo.........................................................................................................................................25 C.3 STANDARD CONDITIONS.............................................................................................................25 C.3.1 Access, Inspection, and Public Records..............................................................................................25 C.3.2 Accounting and Auditing Standards; Financial Management Systems; Records Retention ................... 26 C.3.3 Amendment.......................................................................................................................................27 C.3.4 Assignability.....................................................................................................................................27 C.3.5 Audit.................................................................................................................................................27 C.3.6 Bonding............................................................................................................................................27 C.3.7 Competitive Bidding.........................................................................................................................27 C.3.8 Compliance with Applicable Laws, Rules, and Requirements............................................................. 27 C.3.9 Computer Software............................................................................................................................27 C.3.10 Conflict of Interest.............................................................................................................................28 C.3.11 Continuous Use of Project; No Lease, Sale, Transfer of Ownership, or Disposal of Project ................. 28 C.3.12 Data Management..............................................................................................................................28 C.3.13 Disputes............................................................................................................................................28 C.3.14 [Reserved].........................................................................................................................................28 City Council 29 — 9 2/7/2023 City of Santa Ana Agreement No.: D2202006 Project No.: 3010038-002C Page iii of 49 C3.15. Environmental Clearance.................................................................................................................... C.3.16 Governing Law................................................................................................................................ C.3.17 Income Restrictions......................................................................................................................... C.3.18 Indemnification and State Reviews.................................................................................................. C.3.19 Independent Actor........................................................................................................................... C.3.20 Integration....................................................................................................................................... C.3.21 Leveraging Covenants..................................................................................................................... C.3.22 No Discrimination........................................................................................................................... C.3.23 No Third Party Rights...................................................................................................................... C.3.24 No Obligation of the State............................................................................................................... C.3.25 Notice............................................................................................................................................. C.3.26 Operation and Maintenance; Insurance............................................................................................. C.3.27 Permits, Subcontracting, and Remedies............................................................................................ C.3.28 Professionals................................................................................................................................... C.3.29 Prevailing Wages............................................................................................................................. C.3.30 Public Funding................................................................................................................................ C.3.31 Recipient's Responsibility for Work................................................................................................ C.3.32 Related Litigation............................................................................................................................ C.3.33 Rights in Data.................................................................................................................................. C.3.34 State Water Board Action; Costs and Attorney Fees......................................................................... C.3.35 Timeliness....................................................................................................................................... C.3.36 Unenforceable Provision.................................................................................................................. C.3.37 Venue.............................................................................................................................................. C.3.38 Waiver and Rights of the State Water Board . ....... .............................................................. .............. 28 29 29 29 30 30 30 30 31 31 31 33 34 34 34 35 35 35 35 35 35 36 36 36 CA MISCELLANEOUS STATE AND FEDERAL REQUIREMENTS.......................................................36 C.4.1 [Reserved].........................................................................................................................................36 CA.2 State Cross Cutters.._._._._._._._ ............................. ................................ ._._._............................... 36 CA.3 Federal Requirements and Cross -Cutters for SRF Funding.................................................................37 EXHIBIT D— SPECIAL CONDITIONS...................................................................................................43 EXHIBIT E— PAYMENT SCHEDULE....................................................................................................44 EXHIBIT F — TAX CERTIFICATE...........................................................................................................45 F.1 Purpose......................................................................................................................................45 F.2 Tax Covenant..............................................................................................................................45 F.3 Governmental Unit......................................................................................................................45 F.4 Financing of a Capital Project......................................................................................................45 F.5 Ownership and Operation of Project............................................................................................45 F.6 Temporary Period.......................................................................................................................45 F.7 Working Capital...........................................................................................................................45 F.8 Expenditure of Proceeds.............................................................................................................46 F.9 Private Use and Private Payments..............................................................................................46 F.10 No Sale, Lease or Private Operation of the Project..................................................................46 City Council 29 — 10 2/7/2023 City of Santa Ana Agreement No.: D2202006 Project No.: 3010038-002C Page iv of 49 F.11 No Disproportionate or Unrelated Use......................................................................................46 F.12 Management and Service Contracts........................................................................................47 F.13 No Disposition of Financed Property........................................................................................47 F.14 Useful Life of Project................................................................................................................47 F.15 Payments................................................................................................................................47 F.16 No Other Replacement Proceeds.............................................................................................47 F.17 No Sinking or Pledged Fund....................................................................................................47 F.18 Reserve Amount......................................................................................................................48 F.19 Reimbursement Resolution......................................................................................................48 F.20 Reimbursement Expenditures..................................................................................................48 F.21 Change in Use of the Project...................................................................................................48 F.22 Rebate Obligations..................................................................................................................48 F.23 No Federal Guarantee.............................................................................................................48 F.24 Amendments...........................................................................................................................49 F.25 Reasonable Expectations........................................................................................................49 F.26 Assignment..............................................................................................................................49 City Council iv 29-11 2/7/2023 AGREEMENT AUTHORITY. City of Santa Ana Agreement No.: D2202006 Project No.: 3010038-002C Page 1 of 49 (a) The State Water Resources Control Board (State Water Board) is authorized, and implements its authority, to provide financial assistance under this Agreement pursuant to Section 116760 et seq. of the Health and Safety Code, and Resolution No. 2022-0041. (b) The Recipient is authorized to enter into this Installment Sale Agreement (Agreement) pursuant to Resolution No. 2019-026 dated May 7, 2019. 2. INTENTION. (a) The Recipient desires to receive financial assistance for and undertake work required for the drinking water construction Project according to the terms and conditions set forth in this Agreement. (b) The State Water Board proposes to assist in providing financial assistance for eligible costs of the Project in the amount set forth in Exhibit B, according to the terms and conditions set forth in this Agreement, with the expectation that the Recipient shall repay all of the financial assistance to the State Water Board. (c) The Recipient intends to evidence its obligation to submit Payments to the State Water Board and secure its obligation with Net Revenues of its water enterprise, as set forth in Exhibit B, according to the terms and conditions set forth in this Agreement. (d) The Recipient intends to certify and evidence its compliance with the Tax Covenants set forth in Exhibit F. 3. AGREEMENT, TERM, DOCUMENTS INCORPORATED BY REFERENCE. In consideration of the mutual representations, covenants and agreements herein set forth, the State Water Board and the Recipient, each binding itself, its successors and assigns, do mutually promise, covenant, and agree to the terms, provisions, and conditions of this Agreement. (a) The Recipient hereby sells to the State Water Board and the State Water Board hereby purchases from the Recipient the Project. Simultaneously therewith, the Recipient hereby purchases from the State Water Board, and the State Water Board hereby sells to the Recipient, the Project in accordance with the provisions of this Agreement. All right, title, and interest in the Project shall immediately vest in the Recipient on the date of execution and delivery of this Agreement by both parties without further action on the part of the Recipient or the State Water Board. (b) Subject to the satisfaction of any condition precedent to this Agreement, this Agreement shall become effective upon the signature of both the Recipient and the State Water Board. Conditions precedent are not limited to the following: The Recipient must deliver to the Division a resolution authorizing this Agreement. The Recipient must deliver an opinion of bond counsel and general counsel satisfactory to the State Water Board's counsel dated on or after the date that the Recipient signs this Agreement. (c) Upon execution, the term of the Agreement shall begin on the Eligible Work Start Date and extend through the Final Payment Date. City Council 29 — 12 2/7/2023 DWSRF 18Q022 City of Santa Ana Agreement No.: D2202006 Project No.: 3010038-002C Page 2 of 49 (d) This Agreement includes the following exhibits and attachments thereto: i. EXHIBIT A — SCOPE OF WORK ii. EXHIBIT B — FUNDING TERMS iii. EXHIBIT C— GENERAL & PROGRAMMATIC TERMS & CONDITIONS V. EXHIBITD — SPECIALCONDITIONS V. EXHIBIT E — PAYMENT SCHEDULE vi. EXHIBIT F —TAX CERTIFICATE (e) This Agreement includes the following documents incorporated by reference, as well as any documents incorporated by reference in Exhibit D: i. the Final Plans & Specifications, dated September 22, 2021, which are the basis for the construction contract to be awarded by the Recipient; ii. the Drinking Water System Permit No. 05-08-10P-001; iii. the Recipient's Reimbursement Resolution No. 2019-027 dated May 7, 2019; V. the Recipient's Tax Questionnaire dated January 28, 2020. V. the Davis -Bacon requirements found at: https://www.waterboards.ca.gov/water issues/programs/grants loans/srf/docs/2022 /2022-dwsrf-govern mental-entities-publ ic. pdf. (f) This Agreement, and any amendments hereto, may be executed and delivered in any number of counterparts, each of which when delivered shall be deemed to be an original, but such counterparts shall together constitute one document. The parties may sign this Agreement, and any amendments hereto, either by an electronic signature using a method approved by the State Water Board or by a physical, handwritten signature. The parties mutually agree that an electronic signature using a method approved by the State Water Board is the same as a physical, handwritten signature for the purposes of validity, enforceability, and admissibility. C! 9_10rd19107041 /R011& State Water Board City of Santa Ana Section: Division of Financial Assistance Name: John Paul Blanco, Project Manager Name: Nabil Saba —Executive Director, Public Works of COSA Address: 1001 1 Street 1611 Floor Address: 1 220 S. Daisy St. City, State, Zip: I Sacramento, CA 95814 City, State, Zip: Santa Ana, CA 92703 Phone: 916 445-2495 Phone: 714 647-3378 Fax: Fax: Email: 'ohn aul.blanco waterboards.ca. ov I Email: nsaga(@.sanata-ana.org The Recipient may change its contact upon written notice to the Division, which notice shall be accompanied by authorization from the Recipient's Authorized Representative. The State Water Board will notify the Recipient of any changes to its contact. While the foregoing are contacts for day-to-day communications regarding Project work, the Recipient shall provide official communications and events of Notice as set forth in Exhibit C to the Division's Deputy Director. City Council 29 — 13 2/7/2023 owsaF 18v2n22 City of Santa Ana Agreement No.: D2202006 Project No.: 3010038-002C Page 3 of 49 5. DEFINITIONS. Unless otherwise specified, each capitalized tern used in this Agreement has the following meaning: "Additional Payments" means the reasonable extraordinary fees and expenses of the State Water Board, and of any assignee of the State Water Board's right, title, and interest in and to this Agreement, in connection with this Agreement, including all expenses and fees of accountants, trustees, staff, contractors, consultants, costs, insurance premiums and all other extraordinary costs reasonably incurred by the State Water Board or assignee of the State Water Board. "Allowance" means an amount based on a percentage of the accepted bid for an eligible project to help defray the planning, design, and construction engineering and administration costs of the Project. "Agreement" means this agreement, including all exhibits and attachments hereto. "Authority" shall refer to Santa Ana Financing Authority. "Authorized Representative" means the duly appointed representative of the Recipient as set forth in the certified original of the Recipient's authorizing resolution that designates the authorized representative by title. "Bank" means the California Infrastructure and Economic Development Bank. "Bond Funded Portion of the Project Funds" means any portion of the Project Funds which was or will be funded with Bond Proceeds. "Bond Proceeds" means original proceeds, investment proceeds, and replacement proceeds of Bonds. Bonds" means any series of bonds issued by the Bank, the interest on which is excluded from gross income for federal tax purposes, all or a portion of the proceeds of which have been, are, or will be applied by the State Water Board to fund all or any portion of the Project Costs or that are secured in whole or in part by Payments paid hereunder. "Charge In Lieu of Interest" means any fee or charge in lieu of some or all of, but not to exceed, the interest that would otherwise be owed under this Agreement, as set forth in Exhibit E. "Code" as used in Exhibit F of this Agreement means the Internal Revenue Code of 1986, as amended, and any successor provisions and the regulations of the U.S. Department of the Treasury promulgated thereunder. "Completion of Construction" means the date, as determined by the Division after consultation with the Recipient, that the work of building and erection of the Project is substantially complete, and is identified in Exhibit A of this Agreement. "Cover Page" means the front page of this Agreement. "Days" means calendar days unless otherwise expressly indicated. "Debt Service" means, as of any date, with respect to outstanding System Obligations and, in the case of the additional debt tests in Exhibit B of this Agreement, any System Obligations that are proposed to be outstanding, the aggregate amount of principal and interest scheduled to become due (either at maturity City Council 29 — 14 2/7/2023 DWSRF IM022 City of Santa Ana Agreement No.: D2202006 Project No.: 3010038-002C Page 4 of 49 or by mandatory redemption), together with any Charge In Lieu of Interest on this Obligation or other System Obligations to the State Water Board, calculated with the following assumptions: a. Principal payments (unless a different subdivision of this definition applies for purposes of determining principal maturities or amortization) are made in accordance with any amortization schedule published for such principal, including any minimum sinking fund payments; b. Interest on a variable rate System Obligation that is not subject to a swap agreement and that is issued or will be issued as a tax-exempt obligation under federal law, is the average of the SIFMA Municipal Swap Index, or its successor index, during the 24 months preceding the date of such calculation; C. Interest on a variable rate System Obligation that is not subject to a swap agreement and that is issued or will be issued as a taxable obligation under federal law, is the average of SOFR, or its successor index, during the 24 months preceding the date of such calculation; d. Interest on a variable rate System Obligation that is subject to a swap agreement is the fixed swap rate or cap strike rate, as appropriate, if the variable rate has been swapped to a fixed rate or capped pursuant to an interest rate cap agreement or similar agreement; e. Interest on a fixed rate System Obligation that is subject to a swap agreement such that all or a portion of the interest has been swapped to a variable rate shall be treated as variable rate debt under subdivisions (b) or (c) of this definition of Debt Service; f. Payments of principal and interest on a System Obligation are excluded from the calculation of Debt Service to the extent such payments are to be paid from amounts then currently on deposit with a trustee or other fiduciary and restricted for the defeasance of such System Obligations; g. If 25% or more of the principal of a System Obligation is not due until its final stated maturity, then principal and interest on that System Obligation may be projected to amortize over the lesser of 30 years or the Useful Life of the financed asset, and interest may be calculated according to subdivisions (b)-(e) of this definition of Debt Service, as appropriate. "Deputy Director" means the Deputy Director of the Division. "District Office" means District Office of the Division of Drinking Water of the State Water Board "Division" means the Division of Financial Assistance of the State Water Board or any other segment of the State Water Board authorized to administer this Agreement. "Division of Drinking Water" means the Division of Drinking Water of the State Water Board. "Eligible Construction Start Date" means the date set forth on the Cover Page of this Agreement, establishing the date on or after which construction costs may be incurred and eligible for reimbursement hereunder. "Eligible Work Start Date" means the date set forth on the Cover Page of this Agreement, establishing the date on or after which any non -construction costs may be incurred and eligible for reimbursement hereunder. "Enterprise Fund" means the enterprise fund of the Recipient in which Revenues are deposited. Event of Default' means the occurrence of any of the following events: City Council 29 — 15 2/7/2023 DWSRF 18Q022 City of Santa Ana Agreement No.: D2202006 Project No.: 3010038-002C Page 5 of 49 a) Failure by the Recipient to make any payment required to be paid pursuant to this Agreement, including Payments; b) A representation or warranty made by or on behalf of the Recipient in this Agreement or in any document furnished by or on behalf of the Recipient to the State Water Board pursuant to this Agreement shall prove to have been inaccurate, misleading or incomplete in any material respect; c) A material adverse change in the condition of the Recipient, the Revenues, or the System, which the Division reasonably determines would materially impair the Recipient's ability to satisfy its obligations under this Agreement. d) Failure by the Recipient to comply with the additional debt test or reserve fund requirement, if any, in Exhibit B or Exhibit D of this Agreement; e) Failure to operate the System or the Project without the Division's approval; f) Failure by the Recipient to observe and perform any covenant, condition, or provision in this Agreement, which failure shall continue for a period of time, to be determined by the Division; g) The occurrence of a material breach or event of default under any System Obligation that results in the acceleration of principal or interest or otherwise requires immediate prepayment, repurchase or redemption; h) Initiation of proceedings seeking arrangement, reorganization, or any other relief under any applicable bankruptcy, insolvency, or other similar law; the appointment of or taking possession of the Recipient's property by a receiver, liquidator, assignee, trustee, custodian, conservator, or similar official; the Recipient's entering into a general assignment for the benefit of creditors; the initiation of resolutions or proceedings to terminate the Recipient's existence, or any action in furtherance of any of the foregoing; i) A determination pursuant to Gov. Code section 11137 that the Recipient has violated any provision in Article 9.5 of Chapter 1 of Part 1 of Division 3 of Title 2 of the Government Code; j) Loss of the Recipient's rights, licenses, permits, or privileges necessary for the operation of the System or the Project, or the occurrence of any material restraint on the Recipient's enterprise by a government agency or court order. "Final Payment Date" is the date by which all principal and accrued interest due under this Agreement is to be paid in full to the State Water Board and is specified on the Cover Page of this Agreement. "Final Reimbursement Request Date" means the date set forth as such on the Cover Page of this Agreement, after which date, no further Project Funds disbursements may be requested. "Fiscal Year" means the period of twelve (12) months terminating on June 30 of any year, or any other annual period selected and designated by the Recipient as its Fiscal Year in accordance with applicable law. "Force Account" means the use of the Recipient's awn employees, equipment, or resources for the Project. "GAAP" means generally accepted accounting principles, the uniform accounting and reporting procedures set forth in publications of the American Institute of Certified Public Accountants or its successor, or by any other generally accepted authority on such procedures, and includes, as applicable, the standards set forth by the Governmental Accounting Standards Board or its successor, or the Uniform System of Accounts, as adopted by the California Public Utilities Commission for water utilities. "Initiation of Construction" means the date that notice to proceed with work is issued for the Project, or, if notice to proceed is not required, the date of commencement of building and erection of the Project. "Listed Event" means, so long as the Recipient has outstanding any System Obligation subject to Rule 15c2-12, any of the events required to be reported with respect to such System Obligation pursuant to Rule 15c2-12(b)(5). City Council 29 — 16 2/7/2023 DWSRF 18M22 City of Santa Ana Agreement No.: D2202006 Project No.: 3010038-002C Page 6 of 49 "Material Obligation" means an obligation of the Recipient that is material to this transaction, including System Obligations. "Maximum Annual Debt Service" means the maximum amount of Debt Service due on System Obligations in a Fiscal Year during the period commencing with the Fiscal Year for which such calculation is made and within the next five years in which Debt Service for any System Obligations will become due. "Net Revenues" means, for any Fiscal Year, all Revenues received by the Recipient less the Operations and Maintenance Costs for such Fiscal Year. "Obligation" means the obligation of the Recipient to make Payments (including Additional Payments) as provided herein, as evidenced by the execution of this Agreement, proceeds of such obligations being used to fund the Project as specified in the Project Description in Exhibit A and Exhibit B and in the documents thereby incorporated by reference. "Operations and Maintenance Costs" means the reasonable and necessary costs paid or incurred by the Recipient for maintaining and operating the System, determined in accordance with GAAP, including all reasonable expenses of management and repair and all other expenses necessary to maintain and preserve the System in good repair and working order, and including all reasonable and necessary administrative costs of the Recipient that are charged directly or apportioned to the operation of the System, such as salaries and wages of employees, overhead, taxes (if any), the cost of permits, licenses, and charges to operate the System and insurance premiums; but excluding, in all cases depreciation, replacement, and obsolescence charges or reserves therefor and amortization of intangibles. "Parity Obligation" means a debt obligation of the Recipient on parity with this Obligation. The Recipient's Parity Obligations are these: The Installment Sale Agreement by and between the City of Santa Ana and the Santa Ana Financing Authority dated as of July 22, 2014 (Water Revenue Refunding Bonds, Series 2014) "Payment" means any payment due to the State Water Board from the Recipient pursuant to this Agreement. "Policy" means the State Water Board's "Policy for Implementing the Drinking Water State Revolving Fund," as amended from time to time, including the Intended Use Plan in effect as of the execution date of this Agreement. "Project" means the Project financed by this Agreement as described in Exhibits A and B and in the documents incorporated by reference herein. "Project Completion" means the date, as determined by the Division after consultation with the Recipient, that operation of the Project is initiated or is capable of being initiated, whichever comes first. "Project Costs" means the incurred costs of the Recipient which are eligible for financial assistance under this Agreement, which are allowable costs as defined under the Policy, and which are reasonable, necessary and allocable by the Recipient to the Project under GAAP, and may include capitalized interest. "Project Funds" means all moneys disbursed to the Recipient by the State Water Board for eligible Project Costs pursuant to this Agreement. City Council 29 — 17 2/7/2023 DWSRF 18Q022 City of Santa Ana Agreement No.: D2202006 Project No.: 3010038-002C Page 7 of 49 "Recipient" means the City of Santa Ana. In any provision of this Agreement referencing duties undertaken by the Authority on behalf of the Recipient, the term "Recipient" shall also refer to the Authority. "Records Retention End Date" means the last date that the Recipient is obligated to maintain records and is set forth on the Cover Page of this Agreement. "Regional Water Quality Control Board" or "Regional Water Board" means the appropriate Regional Water Quality Control Board. "Reimbursement Resolution" means the Recipient's reimbursement resolution identified and incorporated by reference in this Agreement. "Reserve Fund" means the reserve fund required pursuant to Exhibit B of this Agreement. "Revenues" means, for each Fiscal Year, all gross income and revenue received or receivable by the Recipient from the ownership or operation of the System, determined in accordance with GAAP, including all rates, fees, and charges (including connection fees and charges) as received by the Recipient for the services of the System, and all other income and revenue howsoever derived by the Recipient from the ownership or operation of the System or arising from the System, including all income from the deposit or investment of any money in the Enterprise Fund or any rate stabilization fund of the Recipient or held on the Recipient's behalf, and any refundable deposits made to establish credit, and advances or contributions in aid of construction. "Rule 15c2-12(b)(5)" means Rule 15c2-12(b)(5) promulgated by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended. "Senior Obligation" means a debt obligation of the Recipient that is senior to this Obligation. There are no Senior Obligations. "SRF" means the Drinking Water State Revolving Fund. "State" means State of California. "State Water Board" means the State Water Resources Control Board. "Subordinate Obligation" means a debt obligation of the Recipient that is subordinate to this Obligation. There are no Subordinate Obligations. "System" means all drinking water collection, transport, treatment, storage, and delivery facilities, including land and easements thereof, owned by the Recipient, including the Project, and all other properties, structures, or works hereafter acquired and constructed by the Recipient and determined to be a part of the System, together with all additions, betterments, extensions, or improvements to such facilities, properties, structures, or works, or any part thereof hereafter acquired and constructed. "System Obligation" means any obligation of the Recipient payable from the Revenues, including but not limited to this Obligation, any Parity Obligation, any Subordinate Obligation, and such additional obligations as may hereafter be issued in accordance with the provisions of such obligations and this Agreement. "Useful Life" means the economically useful life of the Project beginning at Completion of Construction and is set forth in Exhibit A. City Council 29 — 18 2/7/2023 DWSRF 18v2022 "Year" means calendar year unless otherwise expressly indicated. City of Santa Ana Agreement No.: D2202006 Project No.: 3010038-002C Page 8 of 49 City Council 29 — 19 2/7/2023 DWSRF IM022 City of Santa Ana Agreement No.: D2202006 Project No.: 3010038-002C Page 9 of 49 IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto. CITY OF SANTA ANA: By: Name: Nabil Saba Title: Executive Director, Public Works of COSA STATE WATER RESOURCES CONTROL BOARD: By: Name: Joe Karkoski Title: Deputy Director Division of Financial Assistance City Council 29 — 20 2/7/2023 DWSRF 18v2n22 City of Santa Ana Agreement No.: D2202006 Project No.: 3010038-002C Page 10 of 49 EXHIBIT A — SCOPE OF WORK A.1. PROJECT DESCRIPTION, USEFUL LIFE, AND SCOPE OF WORK. (a) The Project is the project set forth on the Cover Page of this Agreement. (b) The Useful Life of this Project is at least 20 years. (c) Scope of Work. The Recipient agrees to replace approximately 43,000 existing manual read water meters with new automated water meters. A.2. STANDARD PROJECT REQUIREMENTS. A.2.1 Acknowledgements. The Recipient shall include the following acknowledgement in any document, written report, or brochure prepared in whole or in part pursuant to this Agreement: "Funding for this project has been provided in full or in part through an agreement with the State Water Resources Control Board. California's Drinking Water State Revolving Fund is capitalized through a variety of funding sources, including grants from the United States Environmental Protection Agency and state bond proceeds. The contents of this document do not necessarily reflect the views and policies of the foregoing, nor does mention of trade names or commercial products constitute endorsement or recommendation for use." A.2.2 Reports A.2.2.1 Progress Reports. (a) The Recipient must provide a progress report to the Division each quarter, beginning no later than 90 days after execution of this Agreement. (b) The Recipient must provide a progress report with each reimbursement request. Failure to provide a complete and accurate progress report may result in the withholding of Project Funds, as set forth in Exhibit B. (c) A progress report must contain the following information: A summary of progress to date including a description of progress since the last report, percent construction complete, percent contractor invoiced, and percent schedule elapsed; A description of compliance with environmental requirements; iii. A listing of change orders including amount, description of work, and change in contract amount and schedule; and City Council 29 — 21 2/7/2023 Exhibit A City of Santa Ana Agreement No.: D2202006 Project No.: 3010038-002C Page 11 of 49 V. Any problems encountered, proposed resolution, schedule for resolution, and status of previous problem resolutions. A.2.2.2 Project Completion Report. (a) The Recipient must submit a Project Completion Report to the Division with a copy to the appropriate Regional Water Board and District Office on or before the due date established by the Division and the Recipient at the time of final project inspection. The Project Completion Report must include the following: i. Description of the Project, ii. Description of the water quality problem the Project sought to address, iii. Discussion of the Project's likelihood of successfully addressing that water quality problem in the future, and V. Summary of compliance with applicable environmental conditions. (b) If the Recipient fails to submit a timely Project Completion Report, the State Water Board may stop processing pending or future applications for new financial assistance, withhold disbursements under this Agreement or other agreements, and begin administrative proceedings. A.2.2.3 As Needed Reports. The Recipient must provide expeditiously, during the term of this Agreement, any reports, data, and information reasonably required by the Division, including but not limited to material necessary or appropriate for evaluation of the funding program or to fulfill any reporting requirements of the state or federal government. A.2.2.4 [Reserved] A.2.2.5 DBE Reports for SRF Projects. The Recipient must report Disadvantaged Business Enterprise (DBE) utilization to the Division on the DBE Utilization Report, State Water Board Form DBE UR334. The Recipient must submit such reports to the Division annually within ten (10) calendar days following October 1 until such time as the "Notice of Completion" is issued. The Recipient must comply with 40 CFR § 33.301 and require its contractors and subcontractors on the Project to comply. A.2.3 Signage. The Recipient shall place a sign at least four feet tall by eight feet wide made of % inch thick exterior grade plywood or other approved material in a prominent location on the Project site and shall maintain the sign in good condition for the duration of the construction period. The sign must include the following disclosure statement and color logos (available from the Division): .... Water BoardsAMMW PA"wrnaam� City Council 29 — 22 2/7/2023 Exhibit A City of Santa Ana Agreement No.: D2202006 Project No.: 3010038-002C Page 12 of 49 b. "Funding for this Automated Meter Infrastructure project has been provided in full or in part by the Drinking Water State Revolving Fund through an agreement with the State Water Resources Control Board. California's Drinking Water State Revolving Fund is capitalized through a variety of funding sources, including grants from the United States Environmental Protection Agency and state bond proceeds." b. The Project sign may include another agency's required promotional information so long as the above logos and disclosure statement are equally prominent on the sign. The sign shall be prepared in a professional manner. A.2.4 Commencement of Operations. Upon Completion of Construction of the Project, the Recipient must expeditiously initiate Project operations. A.3 DATES & DELIVERABLES. (a) Time is of the essence. (b) The Recipient must expeditiously proceed with and complete construction of the Project. (c) The following dates are established as on the Cover Page of this Agreement: i. Eligible Work Start Date ii. Eligible Construction Start Date iii. Completion of Construction Date V. Final Reimbursement Request Date V. Records Retention End Date vi. Final Payment Date (d) The Recipient must award the prime construction contract timely. (e) The Recipient agrees to start construction no later than [DFA will insert date that is within 6 months after execution of this Agreement]. (f) The Recipient must deliver any request for extension of the Completion of Construction date no less than 90 days prior to the Completion of Construction date. (g) The undisbursed balance of this Agreement will be deobligated if the Recipient does not provide its final reimbursement request to the Division on or before the Final Reimbursement Request Date. A.4 SCHEDULE. Failure to provide items by the due dates indicated in the table below may constitute a material violation of this Agreement. The Project Manager may adjust the dates in the "Estimated Due Date' column of this table, but Critical Due Date adjustments will require an amendment to this Agreement. The Recipient must complete and submit all work in time to be approved by the Division prior to Project Completion. As applicable for specific submittals, the Recipient must plan adequate time to solicit, receive, and address comments prior to submitting the final submittal. The Recipient must submit the final reimbursement request prior to the Final Reimbursement Request Date set forth on the Cover Page. City Council 29 — 23 2/7/2023 Exhibit A City of Santa Ana Agreement No.: D2202006 Project No.: 3010038-002C Page 13 of 49 ITEM DESCRIPTION OF SUBMITTAL CRITICAL ESTIMATED DUE DATE DUE DATE SCOPE OF WORK 1 1 CONSTRUCTION COMPLETION 06/30/2025 N/A REPORTING 1 Progress Reports N/A 2 50% Project Inspection and Certification N/A % ion of EProect ct3 Final Project Inspection and Certification N/A 0%ion ofect4 Project Com letion Re ort N/A 25 5 As Needed Information and Reports N/A As Requested b Division BUDGET COSTS AND REIMBURSEMENT 1 First Reimbursement Request No later N/A than 90 days from Agreement Execution Date 2 Final Bud et Approval Package N/A 12/30/2022 3 Reimbursement Requests N/A Quarter) 4 Final Reimbursement Request 12/30/2025 N/A City Council 29 — 24 2/7/2023 Exhibit A City of Santa Ana Agreement No.: D2202006 Project No.: 3010038-002C Page 14 of 49 EXHIBIT B — FUNDING TERMS B.1. FUNDING AMOUNTS AND REIMBURSEMENTS B.1.1 Funding Contingency and Other Sources. (a) If this Agreement's funding for any fiscal year expires due to reversion or is reduced, substantially delayed, or deleted by the Budget Act, by Executive Order, or by order or action of the Department of Finance, the State Water Board has the option to either cancel this Agreement with no liability accruing to the State Water Board, or offer an amendment to the Recipient to reflect the reduced amount. (b) If funding for Project Costs is made available to the Recipient from sources other than this Agreement, the Recipient must notify the Division. The Recipient may retain such funding up to an amount which equals the Recipient's share of Project Costs. To the extent allowed by requirements of other funding sources, excess funding must be remitted to the State Water Board to be applied to Payments due hereunder, if any. B.1.2 Estimated Reasonable Cost. The estimated reasonable cost of the total Project, including associated planning and design costs is twenty-two million two hundred eight thousand three hundred twenty-five dollars and no cents ($22,208,325.00). B.1.3 Project Funding Amount. Subject to the terms of this Agreement, the State Water Board agrees to provide Project Funds not to exceed the amount of the Project Funding Amount set forth on the Cover Page of this Agreement. B.1.4 [Reserved] B. 1.5 Budget Costs. (a) Estimated budget costs are contained in the Summary Project Cost Table below: LINE ITEM TOTAL ESTIMATED COST PROJECT FUNDING AMOUNT Construction $10,117,365 $10,117,365 Pre -Purchased Material / Equipment $0 $0 Purchase of Land / Easements $0 $0 Change Order Contingency $0 $0 Force Account $0 $0 Allowances (Soft Costs) $0 $0 City Council 29 — 25 2/7/2023 City of Santa Ana Agreement No.: D2202006 Project No.: 3010038-002C Page 15 of 49 Total $10,117,365 $10,117,365 The Division's Final Budget Approval and related Form 259 and Form 260 will document a more detailed budget of eligible Project Costs and Project funding amounts. Upon written request by the Recipient, the Division may adjust the line items of the Summary Project Cost Table at the time of Division's Final Budget Approval. Upon written request by the Recipient, the Division may also adjust the line items of the Summary Project Cost Table as well as the detailed budget at the time of Recipient's submittal of its final claim. Any line item adjustments to the Summary Project Cost Table that are due to a change in scope of work will require an Agreement amendment. The sum of adjusted line items in both the Summary Project Cost Table and the detailed budget must not exceed the Project Funding Amount. The Division may also propose budget adjustments. (b) Under no circumstances may the sum of line items in the budget approved through the Final Budget Approval process exceed the Project Funding Amount. Any increase in the Project Funding Amount will require an Agreement amendment. B.1.6 Contingent Disbursement. (a) The State Water Board's disbursement of funds hereunder is contingent on the Recipient's compliance with the terms and conditions of this Agreement. (b) The State Water Board's obligation to disburse Project Funds is contingent upon the availability of sufficient funds to permit the disbursements provided for herein. If sufficient funds are not available for any reason, including but not limited to failure of the federal or State government to appropriate funds necessary for disbursement of Project Funds, the State Water Board shall not be obligated to make any disbursements to the Recipient under this Agreement. This provision shall be construed as a condition precedent to the obligation of the State Water Board to make any disbursements under this Agreement. Nothing in this Agreement shall be construed to provide the Recipient with a right of priority for disbursement over any other entity. If any disbursements due the Recipient under this Agreement are deferred because sufficient funds are unavailable, it is the intention of the State Water Board that such disbursement will be made to the Recipient when sufficient funds do become available, but this intention is not binding. (c) Construction costs and disbursements are not available until after the Division has approved the final budget form submitted by the Recipient (d) No costs incurred prior to the Eligible Work Start Date are eligible for reimbursement. (e) Construction costs incurred prior to the Eligible Construction Start Date are not eligible for reimbursement. (f) Failure to proceed according to the timelines set forth in this Agreement may require the Recipient to repay to the State Water Board all disbursed Project Funds. (g) The Recipient agrees to ensure that its final reimbursement request is received by the Division no later than the Final Reimbursement Request Date. If the final reimbursement request is not received timely, the undisbursed balance of this Agreement will be deobligated. (h) The Recipient is not entitled to interest earned on undisbursed funds. B.1.7 Reimbursement Procedure. City Council 29 — 26 2/7/2023 City of Santa Ana Agreement No.: D2202006 Project No.: 3010038-002C Page 16 of 49 Except as may be otherwise provided in this Agreement, disbursement of Project Funds will be made as follows: (a) Upon execution and delivery of this Agreement by both parties, the Recipient may request immediate reimbursement of any eligible incurred planning and design allowance costs through submission to the State Water Board of the Reimbursement Request Form 260 and Form 261, or any amendment thereto, duly completed and executed. (b) The Recipient must submit a reimbursement request for costs incurred prior to the date this Agreement is executed by the State Water Board no later than ninety (90) days after this Agreement is executed by the State Water Board. Late reimbursement requests may not be honored. (c) The Recipient may request reimbursement of eligible construction and equipment costs consistent with budget amounts approved by the Division in the Final Budget Approval. (d) Additional Project Funds will be promptly disbursed to the Recipient upon receipt of reimbursement request Form 260 and Form 261, or any amendment thereto, duly completed and executed by the Recipient for incurred costs consistent with this Agreement, along with receipt of progress reports due under Exhibit A. (e) The Recipient must not request reimbursement for any Project Cost until such cost has been incurred and is currently due and payable by the Recipient, although the actual payment of such cost by the Recipient is not required as a condition of reimbursement request. Supporting documentation (e.g., receipts) must be submitted with each reimbursement request. The amount requested for administration costs must include a calculation formula (i.e., hours or days worked times the hourly or daily rate = total amount claimed). Disbursement of Project Funds will be made only after receipt of a complete, adequately supported, properly documented, and accurately addressed reimbursement request. Reimbursement requests submitted without supporting documents may be wholly or partially withheld at the discretion of the Division. (f) The Recipient must spend Project Funds within 30 days of receipt. If the Recipient earns interest earned on Project Funds, it must report that interest immediately to the State Water Board. The State Water Board may deduct earned interest from future disbursements. (g) The Recipient shall not request a reimbursement unless that Project Cost is allowable, reasonable, and allocable. (h) Notwithstanding any other provision of this Agreement, no disbursement shall be required at any time or in any manner which is in violation of or in conflict with federal or state laws, policies, or regulations. (i) No work or travel outside the State of California is permitted under this Agreement unless the Division provides prior written authorization. Failure to comply with this restriction may result in termination this Agreement, pursuant to Exhibit C. Any reimbursement for necessary travel and per diem shall be at rates not to exceed those set by the California Department of Human Resources at http://www.calhr.ca.gov/employees/Pages/travel-reimbursements.asip . as of the date costs are incurred by the Recipient. B.1.8 Withholding of Disbursements. Notwithstanding any other provision of this Agreement, the State Water Board may withhold all or any portion of the Project Funds upon the occurrence of any of the following events: City Council 29 — 27 2/7/2023 City of Santa Ana Agreement No.: D2202006 Project No.: 3010038-002C Page 17 of 49 (a) The Recipient's failure to maintain reasonable progress on the Project as determined by the Division; (b) Placement on the ballot or passage of an initiative or referendum to repeal or reduce the Recipient's taxes, assessments, fees, or charges levied for operation of the System or payment of debt service on System Obligations; (c) Commencement of litigation or a judicial or administrative proceeding related to the Project, System, or Revenues that the State Water Board determines may impair the timely satisfaction of Recipient's obligations under this Agreement; (d) Any investigation by the State Water Board, District Attorney, California State Auditor, Bureau of State Audits, United States Environmental Protection Agency's Office of Inspector General, the Internal Revenue Service, Securities and Exchange Commission, a grand jury, or any other state or federal agency, relating to the Recipient's financial management, accounting procedures, or internal fiscal controls; (e) A material adverse change in the condition of the Recipient, the Revenues, or the System, that the Division reasonably determines would materially impair the Recipient's ability to satisfy its obligations under this Agreement, or any other event that the Division reasonably determines would materially impair the Recipient's ability to satisfy its obligations under this Agreement; (f) The Recipient's material violation of, or threat to materially violate, any term of this Agreement; (g) Suspicion of fraud, forgery, embezzlement, theft, or any other misuse of public funds by the Recipient or its employees, or by its contractors or agents regarding the Project or the System; (h) An event requiring Notice as set forth in Exhibit C; (i) An Event of Default or an event that the Division determines may become an Event of Default. B.1.9 Fraud and Misuse of Public Funds; Enforcement All requests for reimbursement submitted must be accurate and signed by the Recipient's Authorized Representative under penalty of perjury. All costs submitted pursuant to this Agreement must only be for the work or tasks set forth in this Agreement. The Recipient must not submit any invoice containing costs that are ineligible or have been reimbursed from other funding sources unless required and specifically noted as such (i.e., match costs). Any eligible costs for which the Recipient is seeking reimbursement shall not be reimbursed from any other source. Double or multiple billing for time, services, or any other eligible cost is improper and will not be compensated. Any suspected occurrences of fraud, forgery, embezzlement, theft, or any other misuse of public funds may result in suspension of disbursements and, notwithstanding any other section in this Agreement, the termination of this Agreement requiring the repayment of all Project Funds disbursed hereunder. Additionally, the Deputy Director of the Division may request an audit; refer the matter for appropriate administrative action, including but not limited to the recovery of financial assistance provided and the imposition of civil penalties; and/or refer the matter to the Attorney General's Office or the appropriate district attorney's office for criminal prosecution or the imposition of civil liability. A person who knowingly makes or causes to be made any false statement, material misrepresentation, or false certification in any submittal may be subject to a civil penalty, criminal fine, or imprisonment. (Wat. Code, § 13490 et seq.) B.2 RECIPIENT'S PAYMENT OBLIGATION, PLEDGE, AND RESERVE B.2.1 Project Costs. The Recipient must pay any and all costs connected with the Project including, without limitation, any and all Project Costs and Additional Payments. If the Project Funds are not sufficient to pay the Project Costs in full, the Recipient must nonetheless complete the Project and pay that portion of the Project Costs in City Council 29 — 28 2/7/2023 City of Santa Ana Agreement No.: D2202006 Project No.: 3010038-002C Page 18 of 49 excess of available Project Funds, and shall not be entitled to any reimbursement therefor from the State Water Board. B.2.2 Estimated Principal Payment Due. The estimated amount of principal that will be due to the State Water Board from the Recipient under this Agreement is ten million one hundred seventeen thousand three hundred sixty-five ($10,117,365.00). B.2.3 Interest Rate and In -Lieu of Interest Charges. (a) The Recipient agrees to make all Payments according to the schedule in Exhibit E, and as otherwise set forth herein, at an interest rate of one and one tenths % (1.1 %) per annum. (b) Interest will accrue beginning with each disbursement. (c) In lieu of, and not to exceed, interest otherwise due under this Agreement, the Recipient agrees to pay the following charge(s), as further set forth in Exhibit E: • an Administrative Service Charge • a Drinking Water Small Community Emergency Grant Fund Charge B.2.4 [Reserved] B.2.5 Obligation Absolute. The obligation of the Recipient to make the Payments and other payments required to be made by it under this Agreement, from the Net Revenues and/or other amounts legally available to the Recipient therefor, is absolute and unconditional, and until such time as the Payments and Additional Payments have been paid in full, the Recipient must not discontinue or suspend any Payments or other payments required to be made by it hereunder when due, whether or not the Project, or any related part thereof is operating or operable or has been completed, or its use is suspended, interfered with, reduced or curtailed or terminated in whole or in part, and such Payments and other payments shall not be subject to reduction whether by offset or otherwise and shall not be conditional upon the performance or nonperformance by any party of any agreement for any cause whatsoever. B.2.6 Payment Timing (a) The Recipient must pay interest annually, by July 1st of each year, until one year after Completion of Construction. Beginning no later than one year after Completion of Construction, the Recipient must make annual Payment of the principal of the Project Funds, together with all interest accruing thereon by July 1, 2026. The Recipient must make Payments fully amortizing the total principal of the Project by the Final Payment Date. Payments are based on a standard fully amortized assistance amount with equal annual payments. (b) The remaining balance is the previous balance, plus the disbursements, plus the accrued interest on both, plus any Charge In Lieu of Interest, less the Payment. Payment calculations will be made beginning one (1) year after Completion of Construction. Exhibit E is a payment schedule based on the provisions of this Exhibit and an estimated disbursement schedule. Actual payments will be based on actual disbursements. City Council 29 — 29 2/7/2023 City of Santa Ana Agreement No.: D2202006 Project No.: 3010038-002C Page 19 of 49 (c) Upon Completion of Construction and submission of necessary reports by the Recipient, the Division will prepare an appropriate payment schedule and supply the same to the Recipient. The Division may amend this schedule as necessary to accurately reflect amounts due under this Agreement. The Division will prepare any necessary amendments to the payment schedule and send them to the Recipient. The Recipient must make each Payment on or before the due date therefor. A ten (10) day grace period will be allowed, after which time a penalty in the amount of costs incurred by the State Water Board will be assessed for late payment. These costs may include, but are not limited to, lost interest earnings, staff time, bond debt service default penalties, if any, and other related costs. For purposes of penalty assessment, payment will be deemed to have been made if payment is deposited in the U.S. Mail within the grace period with postage prepaid and properly addressed. Any penalties assessed will not be added to the assistance amount balance, but will be treated as a separate account and obligation of the Recipient. The interest penalty will be assessed from the payment due date. (d) The Recipient is obligated to make all payments required by this Agreement to the State Water Board, notwithstanding any individual default by its constituents or others in the payment to the Recipient of fees, charges, taxes, assessments, tolls or other charges ("Charges") levied or imposed by the Recipient. The Recipient must provide for the punctual payment to the State Water Board of all amounts which become due under this Agreement and which are received from constituents or others in the payment to the Recipient. In the event of failure, neglect or refusal of any officer of the Recipient to levy or cause to be levied any Charge to provide payment by the Recipient under this Agreement, to enforce or to collect such Charge, or to pay over to the State Water Board any money collected on account of such Charge necessary to satisfy any amount due under this Agreement, the State Water Board may take such action in a court of competent jurisdiction as it deems necessary to compel the performance of all duties relating to the imposition or levying and collection of any of such Charges and the payment of the money collected therefrom to the State Water Board. Action taken pursuant hereto shall not deprive the State Water Board of, or limit the application of, any other remedy provided by law or by this Agreement. (e) Each Payment must be paid in lawful money of the United States of America by check or other acceptable form of payment set forth at www.waterboards.ca.gov/make a payment. The Recipient must pay Payments and Additional Payments from Net Revenues and/or other amounts legally available to the Recipient therefor. B.2.7 Pledged Revenues. B.2.7.1 Establishment of Enterprise Fund and Reserve Fund. In order to carry out its System Obligations, the Recipient covenants that it shall establish and maintain or shall have established and maintained the Enterprise Fund. All Revenues received shall be deposited when and as received in trust in the Enterprise Fund. As required in this Exhibit, the Recipient must establish and maintain a Reserve Fund. B.2.7.2 Pledge of Net Revenues, Enterprise Fund, and Reserve Fund. The Obligation hereunder shall be secured by a lien on and pledge of the Enterprise Fund, Net Revenues, and any Reserve Fund on parity with the Parity Obligations. The Recipient hereby pledges and grants such lien on and pledge of the Enterprise Fund, Net Revenues, and any Reserve Fund to secure the Obligation, including payment of Payments and Additional Payments hereunder. The Enterprise Fund, Net Revenues in the Enterprise Fund, and any Reserve Fund shall be subject to the lien of such pledge without any physical delivery thereof or further act, and the lien of such pledge shall be valid and binding as against all parties having claims of any kind in tort, contract, or otherwise against the Recipient. B.2.7.3 Application and Purpose of the Enterprise Fund. City Council 29 — 30 2/7/2023 City of Santa Ana Agreement No.: D2202006 Project No.: 3010038-002C Page 20 of 49 Subject to the provisions of any outstanding System Obligation, money on deposit in the Enterprise Fund shall be applied and used first, to pay Operations and Maintenance Costs, and thereafter, all amounts due and payable with respect to the System Obligations in order of priority. After making all payments hereinabove required to be made in each Fiscal Year, the Recipient may expend in such Fiscal Year any remaining money in the Enterprise Fund for any lawful purpose of the Recipient. B.2.8 No Prepayment Pursuant to State Water Board's Debt Management Policy, adopted on October 3, 2017, the Recipient may not prepay any portion of the principal and interest due under this Agreement without the written consent of the Deputy Director of the Division. B.2.9 Reserve Fund. Prior to Completion of Construction, the Recipient must establish a restricted Reserve Fund, held in its Enterprise Fund, equal to one year's Debt Service on this Obligation. The Recipient must maintain the Reserve Fund throughout the term of this Agreement. The Reserve Fund is subject to lien and pledged as security for this Obligation, and its use is restricted to payment of this Obligation during the term of this Agreement. B.3 RATES, FEES AND CHARGES (a) The Recipient must, to the extent permitted by law, fix, prescribe and collect rates, fees and charges for the System during each Fiscal Year which are reasonable, fair, and nondiscriminatory and which will be sufficient to generate Revenues in the amounts necessary to cover Operations and Maintenance Costs, and must ensure that Net Revenues are equal to [the sum of (i) at least 120% of the Maximum Annual Debt Service with respect to all outstanding System Obligations senior to and on parity with the Obligation and (ii) at least 100% of the Maximum Annual Debt Service with respect to all outstanding System Obligations subordinate to the Obligation], so long as System Obligations other than this Obligation are outstanding. Upon defeasance of all System Obligations other than this Obligation, this ratio must be at least 120%, except where System Obligations are defeased pursuant to refunding obligations. (b) The Recipient may make adjustments from time to time in such fees and charges and may make such classification thereof as it deems necessary, but shall not reduce the rates, fees and charges then in effect unless the Net Revenues from such reduced rates, fees, and charges will at all times be sufficient to meet the requirements of this section. (c) Upon consideration of a voter initiative to reduce Revenues, the Recipient must make a finding regarding the effect of such a reduction on the Recipient's ability to satisfy the rate covenant set forth in this Section. The Recipient must make its findings available to the public. The Recipient's Authorized Representative must request, if necessary, the authorization of the Recipient's decision -maker or decision -making body to file litigation to challenge any such initiative that it finds will render it unable to satisfy the rate covenant set forth in this Agreement and its obligation to operate and maintain the Project for its Useful Life. The Recipient must diligently pursue and bear any and all costs related to such challenge. The Recipient must notify and regularly update the State Water Board regarding the status of any such challenge. B.4 ADDITIONAL DEBT. (a) The Recipient's future debt that is secured by Revenues pledged herein may not be senior to this Obligation. City Council 29 — 31 2/7/2023 City of Santa Ana Agreement No.: D2202006 Project No.: 3010038-002C Page 21 of 49 (b) The Recipient may issue additional parity or subordinate debt only if all of the following conditions are met: Net Revenues in the most recent Fiscal Year, excluding transfers from a rate stabilization fund, if any, meet the ratio for rate covenants set forth in this Exhibit with respect to any outstanding and proposed additional obligations; The Recipient is in compliance with any reserve fund requirement of this Obligation. B.5 NO LIENS. The Recipient must not make any pledge of or place any lien on the Project, System, or Revenues except as otherwise provided or permitted by this Agreement. City Council 29 — 32 2/7/2023 City of Santa Ana Agreement No.: D2202006 Project No.: 3010038-002C Page 22 of 49 EXHIBIT C—GENERAL & PROGRAMMATIC TERMS & CONDITIONS C.1 REPRESENTATIONS & WARRANTIES The Recipient represents, warrants, and commits to the following as of the Eligible Work Start Date and continuing thereafter for the term of this Agreement. C.1.1 Application and General Recipient Commitments. The Recipient has not made any untrue statement of a material fact in its application for this financial assistance, or omitted to state in its application a material fact that makes the statements in its application not misleading. The Recipient agrees to comply with all terms, provisions, conditions, and commitments of this Agreement, including all incorporated documents. The Recipient agrees to fulfill all assurances, declarations, representations, and commitments in its application, accompanying documents, and communications filed in support of its request for funding under this Agreement. C.1.2 Authorization and Validity The execution and delivery of this Agreement, including all incorporated documents, has been duly authorized by the Recipient. Upon execution by both parties, this Agreement constitutes a valid and binding obligation of the Recipient, enforceable in accordance with its terms, except as such enforcement may be limited by law. C.1.3 No Violations. The execution, delivery, and performance by Recipient of this Agreement, including all incorporated documents, do not violate any provision of any law or regulation in effect as of the date of execution of this Agreement by the Recipient, or result in any breach or default under any contract, obligation, indenture, or other instrument to which Recipient is a party or by which Recipient is bound as of the date of execution of this Agreement by the Recipient. C.1.4 No Litigation. There are, as of the date of execution of this Agreement by the Recipient, no pending or, to Recipient's knowledge, threatened actions, claims, investigations, suits, or proceedings before any governmental authority, court, or administrative agency which materially affect the financial condition or operations of the Recipient, the System, the Revenues, and/or the Project. There are no proceedings, actions, or offers by a public entity to acquire by purchase or the power of eminent domain the System or any of the real or personal property related to or necessary for the Project. C.1.5 Property Rights and Water Rights. The Recipient owns or has sufficient property rights in the Project property for the longer of the Useful Life or the term of this Agreement, either in fee simple or for a term of years that is not subject to third -party revocation during the Useful Life of the Project. Exhibit C City Council 29 — 33 2/7/2023 City of Santa Ana Agreement No.: D2202006 Project No.: 3010038-002C Page 23 of 49 The Recipient possesses all water rights necessary for this Project. C.1.6 Solvency and Insurance. None of the transactions contemplated by this Agreement will be or have been made with an actual intent to hinder, delay, or defraud any present or future creditors of Recipient. The Recipient is solvent and will not be rendered insolvent by the transactions contemplated by this Agreement. The Recipient is able to pay its debts as they become due. The Recipient maintains sufficient insurance coverage considering the scope of this Agreement, including, for example but not necessarily limited to, general liability, automobile liability, workers compensation and employer liability, professional liability. C.1.7 Legal Status and Eligibility. The Recipient is duly organized and existing and in good standing under the laws of the State of California. Recipient must at all times maintain its current legal existence and preserve and keep in full force and effect its legal rights and authority. The Recipient acknowledges that changes to its legal or financial status may affect its eligibility for funding under this Agreement and commits to maintaining its eligibility. Within the preceding ten years, the Recipient has not failed to demonstrate compliance with state or federal audit disallowances. C.1.8 Financial Statements and Continuing Disclosure. The financial statements of Recipient previously delivered to the State Water Board as of the date(s) set forth in such financial statements: (a) are materially complete and correct; (b) present fairly the financial condition of the Recipient; and (c) have been prepared in accordance with GAAP. Since the date(s) of such financial statements, there has been no material adverse change in the financial condition of the Recipient, nor have any assets or properties reflected on such financial statements been sold, transferred, assigned, mortgaged, pledged or encumbered, except as previously disclosed in writing by Recipient and approved in writing by the State Water Board. The Recipient is current in its continuing disclosure obligations associated with its material debt, if any. C.1.9 System Obligations The Recipient has no System Obligations other than those defined in this Agreement. C.1.10 No Other Material Debt. The Recipient has no Material Obligations other than System Obligations. C.1.11 Compliance with State Water Board Funding Agreements. The Recipient represents that it is in compliance with all State Water Board funding agreements to which it is a party. C.2 DEFAULTS AND REMEDIES In addition to any other remedy set forth in this Agreement, the following remedies are available under this Agreement. Exhibit C City Council 29 — 34 2/7/2023 City of Santa Ana Agreement No.: D2202006 Project No.: 3010038-002C Page 24 of 49 C.2.1 Return of Funds; Acceleration; and Additional Payments. Notwithstanding any other provision of this Agreement, if the Division determines that an Event of Default has occurred, the Recipient may be required, upon demand, immediately to do each of the following: i. return to the State Water Board any grant or principal forgiveness amounts received pursuant to this Agreement; ii. accelerate the payment of any principal owed under this Agreement, all of which shall be immediately due and payable; iii. pay interest at the highest legal rate on all of the foregoing; and V. pay any Additional Payments. C.2.3 Administrative remedies. Whenever the State Water Board determines that the Recipient, the Recipient's contractor, consultant, employee, agent, assignee, or grantee has violated any requirement or term of the Agreement, the State Water Board may impose civil penalties in accordance with Water Code, section 13497. The State Water Board may impose civil liability administratively against the Recipient or the Recipient's consultant or contractor or other agent furnishing any information related to funds disbursed or costs claimed for reimbursement if the Recipient or the Recipient's consultant or contractor or other agent fails to personally attest that the information is true, accurate, and complete the best of one's knowledge. (Wat. Code, § 13498.) The State Water Board may impose civil liability administratively against any person who makes a misrepresentation in any submittal to the State Water Board, including, but not limited to, an application, report, certification, record, invoice, form, or other document that is submitted to the State Water Board relating to a financial assistance agreement. (Wat. Code, § 13499.) C.2.4 Judicial remedies. Whenever the State Water Board determines that an Event of Default shall have occurred, the State Water Board may enforce its rights under this Agreement by any judicial proceeding, whether at law or in equity. Without limiting the generality of the foregoing, the State Water Board may: i. by suit in equity, require the Recipient to account for amounts relating to this Agreement as if the Recipient were the trustee of an express trust; ii. by mandamus or other proceeding, compel the performance by the Recipient and any of its officers, agents, and employees of any duty under the law or of any obligation or covenant under this Agreement, including but not limited to the imposition and collection of rates for the services of the System sufficient to meet all requirements of this Agreement; and iii. take whatever action at law or in equity as may appear necessary or desirable to the State Water Board to collect the Payments then due or thereafter to become due, or to enforce performance of any obligation or covenant of the Recipient under this Agreement. Upon the filing of a suit or other commencement of judicial proceedings to enforce the rights of the State Water Board under this Agreement, the State Water Board may make application for the appointment of a receiver or custodian of the Revenues, pending such proceeding, with such power as the court making such appointment may confer. C.2.5 Termination. Upon an Event of Default, the State Water Board may terminate this Agreement. Interest shall accrue on all amounts due at the highest legal rate of interest from the date that the State Water Board delivers notice of termination to the Recipient. Exhibit C City Council 29 — 35 2/7/2023 City of Santa Ana Agreement No.: D2202006 Project No.: 3010038-002C Page 25 of 49 C.2.6 Damages for Breach of Tax -Exempt Status. In the event that any breach of any of the provisions of this Agreement by the Recipient results in the loss of tax-exempt status for any bonds of the State or any subdivision or agency thereof, or if such breach results in an obligation on the part of the State or any subdivision or agency thereof to reimburse the federal government by reason of any arbitrage profits, the Recipient must immediately reimburse the State or any subdivision or agency thereof in an amount equal to any damages paid by or loss incurred by the State or any subdivision or agency thereof due to such breach. C.2.7 Damages for Breach of Federal Conditions. In the event that any breach of any of the provisions of this Agreement by the Recipient results in the failure of Project Funds to be used pursuant to the provisions of this Agreement, or if such breach results in an obligation on the part of the State or any subdivision or agency thereof to reimburse the federal government, the Recipient must immediately reimburse the State or any subdivision or agency thereof in an amount equal to any damages paid by or loss incurred by the State or any subdivision or agency thereof due to such breach. C.2.8 Remedies and Limitations. None of the remedies available to the State Water Board shall be exclusive of any other remedy, and each such remedy shall be cumulative and in addition to every other remedy given hereunder or now or hereafter existing at law or in equity. The State Water Board may exercise any remedy, now or hereafter existing, without exhausting and without regard to any other remedy. Any claim of the Recipient is limited to the rights and remedies provided to the Recipient under this Agreement and is subject to the claims procedures provided to the Recipient under this Agreement. C.2.9 Non -Waiver. Nothing in this Agreement shall affect or impair the Recipient's Obligation to pay Payments as provided herein or shall affect or impair the right of the State Water Board to bring suit to enforce such payment. No delay or omission of the State Water Board in the exercise of any right arising upon an Event of Default shall impair any such right or be construed to be a waiver of any such Event of Default. The State Water Board may exercise from time to time and as often as shall be deemed expedient by the State Water Board, any remedy or right provided by law or pursuant to this Agreement. C.2.10 Status Quo. If any action to enforce any right or exercise any remedy shall be brought and either discontinued or determined adversely to the State Water Board, then the State Water Board shall be restored to its former position, rights and remedies as if no such action had been brought. C.3 STANDARD CONDITIONS C.3.1 Access, Inspection, and Public Records. The Recipient must ensure that the State Water Board, the Governor of the State, the United States Environmental Protection Agency, the Office of Inspector General, any member of Congress, or any authorized representative of the foregoing, will have safe and suitable access to the Project site at all reasonable times during Project construction and thereafter for the term of the Agreement. The Recipient acknowledges that, except for a subset of information regarding archaeological records, the Project records and locations are public records, including but not limited to all of the submissions accompanying Exhibit C City Council 29 — 36 2/7/2023 City of Santa Ana Agreement No.: D2202006 Project No.: 3010038-002C Page 26 of 49 the application, all of the documents incorporated into this Agreement by reference, and all reports, reimbursement requests, and supporting documentation submitted hereunder. C.3.2 Accounting and Auditing Standards; Financial Management Systems; Records Retention. (a) The Recipient must maintain project accounts according to GAAP as issued by the Governmental Accounting Standards Board (GASB) or its successor. The Recipient must maintain GAAP-compliant project accounts, including GAAP requirements relating to the reporting of infrastructure assets. (b) The Recipient must comply with federal standards for financial management systems. The Recipient agrees that, at a minimum, its fiscal control and accounting procedures will be sufficient to permit preparation of reports required by the federal government and tracking of Project funds to a level of expenditure adequate to establish that such funds have not been used in violation of federal or state law or the terms of this Agreement. To the extent applicable, the Recipient is bound by, and must comply with, the provisions and requirements of the federal Single Audit Act of 1984 and 2 CFR Part 200, subpart F, and updates or revisions, thereto. (c) Without limitation of the requirement to maintain Project accounts in accordance with GAAP, the Recipient must: i. Establish an official file for the Project which adequately documents all significant actions relative to the Project; ii. Establish separate accounts which will adequately and accurately depict all amounts received and expended on the Project, including all assistance funds received under this Agreement; iii. Establish separate accounts which will adequately depict all income received which is attributable to the Project, specifically including any income attributable to assistance funds disbursed under this Agreement; iv. Establish an accounting system which will accurately depict final total costs of the Project, including both direct and Indirect Costs; V. Establish such accounts and maintain such records as may be necessary for the State to fulfill federal reporting requirements, including any and all reporting requirements under federal tax statutes or regulations; and vi. If Force Account is used by the Recipient for any phase of the Project, other than for planning, design, and construction engineering and administration provided for by allowance, accounts will be established which reasonably document all employee hours charged to the Project and the associated tasks performed by each employee. (d) The Recipient must maintain separate books, records and other material relative to the Project. The Recipient must also retain such books, records, and other material for itself and for each contractor or subcontractor who performed or performs work on this project for a minimum of thirty-six (36) years after Completion of Construction. The Recipient must require that such books, records, and other material are subject at all reasonable times (at a minimum during normal business hours) to inspection, copying, and audit by the State Water Board, the California State Auditor, the Bureau of State Audits, the United States Environmental Protection Agency (USEPA), the Office of Inspector General, the Internal Revenue Service, the Governor, or any authorized representatives of the aforementioned. The Recipient must allow and must require its contractors to allow interviews during normal business hours of any employees who might reasonably have information related to such records. The Recipient agrees to include a similar duty regarding audit, interviews, and records retention in any contract or subcontract related to the performance of this Agreement. The provisions of this section survive the term of this Agreement. Exhibit C City Council 29 — 37 2/7/2023 City of Santa Ana Agreement No.: D2202006 Project No.: 3010038-002C Page 27 of 49 C.3.3 Amendment. No amendment or variation of the terms of this Agreement shall be valid unless made in writing and signed by both the Recipient and the Deputy Director or designee. Requests for amendments must be in writing and directed to the contact listed in Section 4 and to the Division's Chief of Loans and Grants Administration Section. C.3.4 Assignability. This Agreement is not assignable by the Recipient, either in whole or in part, without the consent of the State Water Board in the form of a formal written amendment to this Agreement. C.3.5 Audit. (a) The Division may call for an audit of financial information relative to the Project if the Division determines that an audit is desirable to assure program integrity or if an audit becomes necessary because of state or federal requirements. If an audit is called for, the audit must be performed by a certified public accountant independent of the Recipient and at the cost of the Recipient. The audit must be in the form required by the Division. (b) Audit disallowances must be returned to the State Water Board. C.3.6 Bonding. Where contractors are used, the Recipient must not authorize construction to begin until each contractor has furnished a performance bond in favor of the Recipient in the following amounts: faithful performance (100%) of contract value; labor and materials (100%) of contract value. This requirement shall not apply to any contract for less than $25,000.00. C.3.7 Competitive Bidding Recipient must adhere to any applicable state law or local ordinance for competitive bidding and applicable labor laws. C.3.8 Compliance with Applicable Laws, Rules, and Requirements. The Recipient must, at all times, comply with and require its contractors and subcontractors to comply with all applicable federal and state laws, rules, guidelines, regulations, and requirements. Without limitation of the foregoing, to the extent applicable, the Recipient must: (a) Comply with the provisions of the adopted environmental mitigation plan, if any, for the term of this Agreement; (b) Comply with the Policy; and (c) Comply with and require compliance with the state and federal requirements set forth elsewhere in this Agreement. C.3.9 Computer Software. The Recipient certifies that it has appropriate systems and controls in place to ensure that state funds will not be used in the performance of this Agreement for the acquisition, operation or maintenance of computer software in violation of copyright laws. Exhibit C City Council 29 — 38 2/7/2023 City of Santa Ana Agreement No.: D2202006 Project No.: 3010038-002C Page 28 of 49 C.3.10 Conflict of Interest. The Recipient certifies that its owners, officers, directors, agents, representatives, and employees are in compliance with applicable state and federal conflict of interest laws. C.3.11 Continuous Use of Project; No Lease, Sale, Transfer of Ownership, or Disposal of Project. The Recipient agrees that, except as provided in this Agreement, it will not abandon, substantially discontinue use of, lease, sell, transfer ownership of, or dispose of all or a significant part or portion of the Project during the Useful Life of the Project without prior written approval of the Division. Such approval may be conditioned as determined to be appropriate by the Division, including a condition requiring repayment of all disbursed Project Funds or all or any portion of all remaining funds covered by this Agreement together with accrued interest and any penalty assessments that may be due. C.3.12 Data Management. The Recipient will undertake appropriate data management activities so that Project data can be incorporated into statewide data systems. C.3.13 Disputes. (a) The Recipient may appeal a staff decision within 30 days to the Deputy Director of the Division or designee, for a final Division decision. The Recipient may appeal a final Division decision to the State Water Board within 30 days. The Office of the Chief Counsel of the State Water Board will prepare a summary of the dispute and make recommendations relative to its final resolution, which will be provided to the State Water Board's Executive Director and each State Water Board Member. Upon the motion of any State Water Board Member, the State Water Board will review and resolve the dispute in the manner determined by the State Water Board. Should the State Water Board determine not to review the final Division decision, this decision will represent a final agency action on the dispute. (b) This clause does not preclude consideration of legal questions, provided that nothing herein shall be construed to make final the decision of the State Water Board, or any official or representative thereof, on any question of law. (c) Recipient must continue with the responsibilities under this Agreement during any dispute. (d) This section relating to disputes does not establish an exclusive procedure for resolving claims within the meaning of Government Code sections 930 and 930.4. C.3.14 [Reserved] C 3.15. Environmental Clearance. (a) No work that is subject to CEQA or NEPA may proceed under this Agreement unless the State Water Board has provided environmental clearance. The State Water Board may require changes in the scope of work or additional mitigation as a condition to providing construction or implementation funding under this Agreement. Recipient shall not perform any work subject to CEQA and/or NEPA before the State Water Board completes its environmental review and specifies any changes in scope or additional mitigation that may be required. Proceeding with work subject to CEQA and/or NEPA without approval by the State Water Board shall constitute a breach of a material provision of this Agreement. Exhibit C City Council 29 — 39 2/7/2023 City of Santa Ana Agreement No.: D2202006 Project No.: 3010038-002C Page 29 of 49 (b) If this Project includes modification of a river or stream channel, the Recipient must fully mitigate environmental impacts resulting from the modification. The Recipient must provide documentation that the environmental impacts resulting from such modification will be fully mitigated considering all of the impacts of the modification and any mitigation, environmental enhancement, and environmental benefit resulting from the Project, and whether, on balance, any environmental enhancement or benefit equals or exceeds any negative environmental impacts of the Project. C.3.16 Governing Law. This Agreement is governed by and shall be interpreted in accordance with the laws of the State of California. C.3.17 Income Restrictions. The Recipient agrees that any refunds, rebates, credits, or other amounts (including any interest thereon) accruing to or received by the Recipient under this Agreement must be paid by the Recipient to the State Water Board, to the extent that they are properly allocable to costs for which the Recipient has been reimbursed by the State Water Board under this Agreement. C.3.18 Indemnification and State Reviews. The parties agree that review or approval of Project plans and specifications by the State Water Board is for administrative purposes only, including conformity with application and eligibility criteria, and expressly not for the purposes of design defect review or construction feasibility, and does not relieve the Recipient of its responsibility to properly plan, design, construct, operate, and maintain the Project. To the extent permitted by law, the Recipient agrees to indemnify, defend, and hold harmless the State Water Board, the Bank, and any trustee, and their officers, employees, and agents for the Bonds, if any (collectively, 'Indemnified Persons"), against any loss or liability arising out of any claim or action brought against any Indemnified Persons from and against any and all losses, claims, damages, liabilities, or expenses, of every conceivable kind, character, and nature whatsoever arising out of, resulting from, or in any way connected with (1) the System or the Project or the conditions, occupancy, use, possession, conduct, or management of, work done in or about, or the planning, design, acquisition, installation, or construction, of the System or the Project or any part thereof; (2) the carrying out of any of the transactions contemplated by this Agreement or any related document; (3) any violation of any applicable law, rule or regulation, any environmental law (including, without limitation, the Federal Comprehensive Environmental Response, Compensation and Liability Act, the Resource Conservation and Recovery Act, the California Hazardous Substance Account Act, the Federal Water Pollution Control Act, the Clean Air Act, the Toxic Substances Control Act, the Occupational Safety and Health Act, the Safe Drinking Water Act, the California Hazardous Waste Control Law, and California Water Code Section 13304, and any successors to said laws), rule or regulation or the release of any toxic substance on or near the System or the Project; or (4) any untrue statement or alleged untrue statement of any material fact or omission or alleged omission to state a material fact necessary to make the statements required to be stated therein, in light of the circumstances under which they were made, not misleading with respect to any information provided by the Recipient for use in any disclosure document utilized in connection with any of the transactions contemplated by this Agreement, except those arising from the gross negligence or willful misconduct of the Indemnified Persons. The Recipient must also provide for the defense and indemnification of the Indemnified Persons in any contractual provision extending indemnity to the Recipient in any contract let for the performance of any work under this Agreement, and must cause the Indemnified Persons to be included within the scope of any provision for the indemnification and defense of the Recipient in any contract or subcontract. To the fullest extent permitted by law, the Recipient agrees to pay and discharge any judgment or award entered or made against Indemnified Persons with respect to any such claim or action, and any settlement, compromise or other voluntary resolution. The provisions of this section survive the term of this Agreement. Exhibit C City Council 29 — 40 2/7/2023 City of Santa Ana Agreement No.: D2202006 Project No.: 3010038-002C Page 30 of 49 C.3.19 Independent Actor. The Recipient, and its agents and employees, if any, in the performance of this Agreement, shall act in an independent capacity and not as officers, employees, or agents of the State Water Board. C.3.20 Integration. This Agreement constitutes the complete and final agreement between the parties. No oral or written understanding or agreement not incorporated in this Agreement shall be binding on either party. C.3.21 Leveraging Covenants. (a) Notwithstanding any other provision hereof, the Recipient covenants and agrees that it will comply with the Tax Covenants set forth in Exhibit F of this Agreement. (b) The Recipient covenants to furnish such financial, operating and other data pertaining to the Recipient as may be requested by the State Water Board to: (i) enable the State Water Board to cause the issuance of Bonds and provide for security therefor; or (ii) enable any underwriter of Bonds issued for the benefit of the State Water Board to comply with Rule 15c2-12(b)(5). (c) The Recipient further covenants to provide the State Water Board with copies of all continuing disclosure documents or reports that are disclosed pursuant to (i) the Recipient's continuing disclosure undertaking or undertakings made in connection with any outstanding System Obligation, (ii) the terms of any outstanding System Obligation, or (iii) a voluntary disclosure of information related to an outstanding System Obligation. The Recipient must disclose such documents or reports to the State Water Board at the same time such documents or reports are submitted to any dissemination agent, trustee, nationally recognized municipal securities information repository, the Municipal Securities Rulemaking Board's Electronic Municipal Market Access (EMMA) website or other person or entity. C.3.22 No Discrimination. (a) The Recipient must comply with Government Code section 11135 and the implementing regulations (Cal. Code Regs, tit. 2, § 11140 et seq.), including, but not limited to, ensuring that no person is unlawfully denied full and equal access to the benefits of, or unlawfully subjected to discrimination in the operation of, the Project or System on the basis of sex, race, color, religion, ancestry, national origin, ethnic group identification, age, mental disability, physical disability, medical condition, genetic information, marital status, or sexual orientation as such terms are defined under California law, for as long as the Recipient retains ownership or possession of the Project. (b) If Project Funds are used to acquire or improve real property, the Recipient must include a covenant of nondiscrimination running with the land in the instrument effecting or recording the transfer of such real property. (c) The Recipient must comply with the federal American with Disabilities Act of 1990 and implementing regulations as required by Government Code section 11135(b). (d) The Recipient's obligations under this section shall survive the term of this Agreement. (e) During the performance of this Agreement, Recipient and its contractors and subcontractors must not unlawfully discriminate, harass, or allow harassment against any employee or applicant for employment because of sex, race, color, ancestry, religious creed, national origin, sexual orientation, physical disability (including HIV and AIDS), mental disability, medical condition (cancer), age (over 40), marital Exhibit C City Council 29 — 41 2/7/2023 City of Santa Ana Agreement No.: D2202006 Project No.: 3010038-002C Page 31 of 49 status, denial of family care leave, or genetic information, gender, gender identity, gender expression, or military and veteran status. (f) The Recipient, its contractors, and subcontractors must ensure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment. (g) The Recipient, its contractors, and subcontractors must comply with the provisions of the Fair Employment and Housing Act and the applicable regulations promulgated thereunder. (Gov. Code, §12990, subds. (a)-(f) et seq.;Cal. Code Regs., tit. 2, § 7285 et seq.) Such regulations are incorporated into this Agreement by reference and made a part hereof as if set forth in full. (h) The Recipient, its contractors, and subcontractors must comply with all applicable federal civil rights regulations, including statutory and national policy requirements. (2 CFR § 200.300). This includes, to the greatest extent practicable and to the extent permitted by law, the requirement to respect and protect the freedom of persons and organizations to engage in political and religious speech. (Executive Order 13798). (i) The Recipient, its contractors, and subcontractors must give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement. Q) The Recipient must include the nondiscrimination and compliance provisions of this clause in all subcontracts to perform work under this Agreement. C.3.23 No Third Party Rights. The parties to this Agreement do not create rights in, or grant remedies to, any third party as a beneficiary of this Agreement, or of any duty, covenant, obligation, or undertaking established herein. C.3.24 No Obligation of the State. Any obligation of the State Water Board herein contained shall not be an obligation, debt, or liability of the State and any such obligation shall be payable solely out of the moneys encumbered pursuant to this Agreement. C.3.25 Notice. Upon the occurrence of any of the following events, the Recipient must provide notice as set forth below. (a) Within 24 hours of the following, the Recipient must notify the Division by phone at (916) 327-9978 and by email to Johnpaul.BlancoCcDwaterboards.ca.gov; Uven.trinh- Ie(o)waterboards.ca.00v and DrinkingWaterSRF@waterboards.ca.gov: i. The seizure of, or levy on, any Revenues securing this Agreement; ii. Any discovery of any potential tribal cultural resource and/or archaeological or historical resource. Should a potential tribal cultural resource and/or archaeological or historical resource be discovered during construction or Project implementation, the Recipient must ensure that all work in the area of the find will cease until a qualified archaeologist has evaluated the situation and made recommendations regarding preservation of the resource, and the Division has determined what actions should be taken to protect and preserve the resource. The Recipient must implement appropriate actions as directed by the Division. (b) Within five (5) business days, the Recipient must notify the Division by phone at (916) 327-9978; by email to Lance.Reese@waterboards.ca.gov Johnpaul.Blancoa.waterboards.ca.gov; Uven.trinh-leCdwaterboards.ca.gov and Exhibit C City Council 29 — 42 2/7/2023 City of Santa Ana Agreement No.: D2202006 Project No.: 3010038-002C Page 32 of 49 DrinkingWaterSRF@waterboards.ca.gov; and by mail to the contact address set forth in Section 4 of this Agreement of the occurrence of any of the following events: i. Bankruptcy, insolvency, receivership or similar event of the Recipient, or actions taken in anticipation of any of the foregoing; ii. Change of ownership of the Project or the System or change of management or service contracts, if any, for operation of the System; iii. Loss, theft, damage, or impairment to Project, the Revenues or the System; iv. Failure to meet any debt service coverage test in Exhibit B of this Agreement; v. Draws on the Reserve Fund; vi. Listed Events and Events of Default, except as otherwise set forth in this section; vii. Failure to observe or perform any covenant or comply with any condition in this Agreement; viii. An offer from a public entity to purchase the Project or the System or any portion thereof, or any of the real or personal property related to or necessary for the Project; ix. A proceeding or action by a public entity to acquire the Project or the System by power of eminent domain; x. Incurrence of a System Obligation or other Material Obligation by the Recipient; or A. A default, event of acceleration, termination event, modification of terms, or other similar event under the terms of a System Obligation or other Material Obligation of the Recipient, any of which reflect financial difficulties. (c) Within ten (10) business days, the Recipient must notify the Division by phone at (916) 327-9978, by email to Johnpaul.Blanco(a).waterboards.ca.gov; Uven.trinh- le(a)waterboards.ca.00v and DrinkingWaterSRF@waterboards.ca.gov, and by mail to the contact address set forth in Section 4 of this Agreement of the following events: i. Material defaults on Material Obligations, other than this Obligation; ii. Unscheduled draws on material debt service reserves or credit enhancements, reflecting financial difficulties; iii. Substitution of credit or liquidity providers, if any or their failure to perform; iv. Any litigation pending or threatened with respect to the Project or the Recipient's technical, managerial or financial capacity to operate the System or the Recipient's continued existence; v. Circulation of a petition to repeal, reduce, or otherwise challenge the Recipient's rates for services of the System; vi. Consideration of dissolution, or disincorporation, or any other event that could materially impair the Revenues; vii. Adverse tax opinions, the issuance by the Internal Revenue Service or proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701- TEB) or other material notices of determinations with respect to the tax status of any tax-exempt bonds; viii. Rating changes on outstanding System Obligations, if any; ix. Issuance of additional Parity Obligations; x. Enforcement actions by or brought on behalf of the State Water Board or Regional Water Board; or A. Any investigation by the District Attorney, California State Auditor, Bureau of State Audits, United States Environmental Protection Agency's Office of Inspector General, the Internal Revenue Service, Securities and Exchange Commission, a grand jury, or any other state or federal agency, relating to the Recipient's financial management, accounting procedures, or internal fiscal controls; Exhibit C City Council 29 — 43 2/7/2023 City of Santa Ana Agreement No.: D2202006 Project No.: 3010038-002C Page 33 of 49 (d) The Recipient must notify the Division promptly by phone at (916) 327-9978, by email to Johnpaul.Blanco@waterboards.ca.gov; Uyen.trinh-le(awaterboards.ca.gov and DrinkingWaterSRF@waterboards.ca.gov, and by mail to the contact address set forth in Section 4 of this Agreement of any of the following events: i. The discovery of a false statement of fact or representation made in this Agreement or in the application to the Division for this financial assistance, or in any certification, report, or request for reimbursement made pursuant to this Agreement, by the Recipient, its employees, agents, or contractors; ii. Any substantial change in scope of the Project. The Recipient must undertake no substantial change in the scope of the Project until prompt written notice of the proposed change has been provided to the Division and the Division has given written approval for the change; iii. Cessation of all major construction work on the Project where such cessation of work is expected to or does extend for a period of thirty (30) days or more; iv. Any circumstance, combination of circumstances, or condition, which is expected to or does delay Completion of Construction for a period of ninety (90) days or more; v. Discovery of any unexpected endangered or threatened species, as defined in the federal Endangered Species Act. Should a federally protected species be unexpectedly encountered during construction of the Project, the Recipient agrees to promptly notify the Division. This notification is in addition to the Recipient's obligations under the federal Endangered Species Act; vi. Any Project monitoring, demonstration, or other implementation activities required in Exhibit A or Exhibit D of this Agreement, if any; vii. Any public or media event publicizing the accomplishments and/or results of this Agreement and provide the opportunity for attendance and participation by state representatives with at least ten (10) working days' notice to the Division; viii. Any allegation of research misconduct involving research activities that are supported in whole or in part with EPA funds under this Project, as required by Exhibit C.4.3(xxvii); ix. Any events requiring notice to the Division pursuant to the provisions of this Agreement; x. Completion of Construction of the Project, and actual Project Completion; A. The award of the prime construction contract for the Project; xii. Initiation of construction of the Project. C.3.26 Operation and Maintenance; Insurance. The Recipient agrees to sufficiently and properly staff, operate and maintain all portions of the System during the Useful Life of the Project in accordance with all applicable state and federal laws, rules, and regulations. The Recipient will procure and maintain or cause to be maintained insurance on the System with responsible insurers, or as part of a reasonable system of self-insurance, in such amounts and against such risks (including damage to or destruction of the System) as are usually covered in connection with systems similar to the System. Such insurance may be maintained by a self-insurance plan so long as such plan provides for (i) the establishment by the Recipient of a separate segregated self-insurance fund in an amount determined (initially and on at least an annual basis) by an independent insurance consultant experienced in the field of risk management employing accepted actuarial techniques and (ii) the establishment and maintenance of a claims processing and risk management program. Exhibit C City Council 29 — 44 2/7/2023 City of Santa Ana Agreement No.: D2202006 Project No.: 3010038-002C Page 34 of 49 In the event of any damage to or destruction of the System caused by the perils covered by such insurance, the net proceeds thereof shall be applied to the reconstruction, repair or replacement of the damaged or destroyed portion of the System. The Recipient must begin such reconstruction, repair or replacement as expeditiously as possible, and must pay out of such net proceeds all costs and expenses in connection with such reconstruction, repair or replacement so that the same must be completed and the System must be free and clear of all claims and liens. If such net proceeds are insufficient to reconstruct, repair, or restore the System to the extent necessary to enable the Recipient to pay all remaining unpaid principal portions of the Payments, if any, in accordance with the terms of this Agreement, the Recipient must provide additional funds to restore or replace the damaged portions of the System. Recipient agrees that for any policy of insurance concerning or covering the construction of the Project, it will cause, and will require its contractors and subcontractors to cause, a certificate of insurance to be issued showing the State Water Board, its officers, agents, employees, and servants as additional insured; and must provide the Division with a copy of all such certificates prior to the commencement of construction of the Project. C.3.27 Permits, Subcontracting, and Remedies. Recipient must procure all permits, licenses and other authorizations necessary to accomplish the work contemplated in this Agreement, pay all charges and fees, and give all notices necessary and incidental to the due and lawful prosecution of the work. Signed copies of any such permits or licenses must be submitted to the Division before any construction begins. The Recipient must not contract or allow subcontracting with excluded parties. The Recipient must not contract with any party who is debarred or suspended or otherwise excluded from or ineligible for participation in any work overseen, directed, funded, or administered by the State Water Board program for which this funding is authorized. For any work related to this Agreement, the Recipient must not contract with any individual or organization on the State Water Board's List of Disqualified Businesses and Persons that is identified as debarred or suspended or otherwise exduded from or ineligible for participation in any work overseen, directed, funded, or administered by the State Water Board program for which funding under this Agreement is authorized. The State Water Board's List of Disqualified Businesses and Persons is located at http7Hwww.waterboards.ca.gov/water issues/programs/enforcement/fwa/dbp.shtml C.3.28 Professionals. The Recipient agrees that only licensed professionals will be used to perform services under this Agreement where such services are called for. All technical reports required pursuant to this Agreement that involve planning, investigation, evaluation, design, or other work requiring interpretation and proper application of engineering, architectural, or geologic sciences, shall be prepared by or under the direction of persons registered to practice in California pursuant to Business and Professions Code, sections 5536.1, 6735, 7835, and 7835.1. To demonstrate compliance with California Code of Regulations, title 16 sections 415 and 3065, all technical reports must contain a statement of the qualifications of the responsible registered professional(s). As required by these laws, completed technical reports must bear the signature(s) and seal(s) of the registered professional(s) in a manner such that all work can be clearly attributed to the professional responsible for the work. C.3.29 Prevailing Wages. The Recipient agrees to be bound by all applicable provisions of State Labor Code regarding prevailing wages. The Recipient must monitor all agreements subject to reimbursement from this Agreement to ensure that the prevailing wage provisions of the State Labor Code are being met. Exhibit C City Council 29 — 45 2/7/2023 City of Santa Ana Agreement No.: D2202006 Project No.: 3010038-002C Page 35 of 49 In addition, the Recipient agrees to comply with the Davis -Bacon provisions incorporated by reference in Section 3 of this Agreement. C.3.30 Public Funding. This Project is publicly funded. Any service provider or contractor with which the Recipient contracts must not have any role or relationship with the Recipient, that, in effect, substantially limits the Recipient's ability to exercise its rights, including cancellation rights, under the contract, based on all the facts and circumstances. C.3.31 Recipient's Responsibility for Work. The Recipient shall be responsible for all work and for persons or entities engaged in work performed pursuant to this Agreement, including, but not limited to, contractors, subcontractors, suppliers, and providers of services. The Recipient shall be responsible for responding to any and all disputes arising out of its contracts for work on the Project. The State Water Board will not mediate disputes between the Recipient and any other entity concerning responsibility for performance of work. C.3.32 Related Litigation. Under no circumstances may the Recipient use funds from any reimbursement under this Agreement to pay costs associated with any litigation the Recipient pursues against the State Water Board or any Regional Water Quality Control Board. Regardless of the outcome of any such litigation, and notwithstanding any conflicting language in this Agreement, the Recipient agrees to repay all of the disbursed funds plus interest in the event that Recipient does not complete the project. C.3.33 Rights in Data. The Recipient agrees that all data, plans, drawings, specifications, reports, computer programs, operating manuals, notes, and other written or graphic work produced in the performance of this Agreement are subject to the rights of the State as set forth in this section. The State shall have the right to reproduce, publish, and use all such work, or any part thereof, in any manner and for any purposes whatsoever and to authorize others to do so. If any such work is copyrightable, the Recipient may copyright the same, except that, as to any work which is copyrighted by the Recipient, the State reserves a royalty -free, nonexclusive, and irrevocable license to reproduce, publish, and use such work, or any part thereof, and to authorize others to do so, and to receive electronic copies from the Recipient upon request. C.3.34 State Water Board Action; Costs and Attorney Fees. Any remedy provided in this Agreement is in addition to and not in derogation of any other legal or equitable remedy available to the State Water Board as a result of breach of this Agreement by the Recipient, whether such breach occurs before or after completion of the Project, and exercise of any remedy provided by this Agreement by the State Water Board shall not preclude the State Water Board from pursuing any legal remedy or right which would otherwise be available. In the event of litigation between the parties hereto arising from this Agreement, it is agreed that each party shall bear its own costs and attorney fees. C.3.35 Timeliness. Time is of the essence in this Agreement. Exhibit C City Council 29 — 46 2/7/2023 City of Santa Ana Agreement No.: D2202006 Project No.: 3010038-002C Page 36 of 49 C.3.36 Unenforceable Provision. In the event that any provision of this Agreement is unenforceable or held to be unenforceable, then the parties agree that all other provisions of this Agreement have force and effect and shall not be affected thereby. C.3.37 Venue. Any action arising out of this Agreement shall be filed and maintained in the Superior Court in and for the County of Sacramento, California. C.3.38 Waiver and Rights of the State Water Board. Any waiver of rights by the State Water Board with respect to a default or other matter arising under this Agreement at any time shall not be considered a waiver of rights with respect to any other default or matter. Any rights and remedies of the State Water Board provided for in this Agreement are in addition to any other rights and remedies provided by law. CA MISCELLANEOUS STATE AND FEDERAL REQUIREMENTS C.4.1 [Reserved] C.4.2 State Cross -Cutters. Recipient represents that, as applicable, it complies and covenants to maintain compliance with the following for the term of the Agreement: i. The California Environmental Quality Act (CEQA), as set forth in Public Resources Code 21000 et seq. and in the CEQA Guidelines at Title 14, Division 6, Chapter 3, Section 15000 et seq. ii. Water Conservation requirements, including regulations in Division 3 of Title 23 of the California Code of Regulations. iii. Monthly Water Diversion Reporting requirements, including requirements set forth in Water Code section 5103. iv. Public Works Contractor Registration with Department of Industrial Relations requirements, including requirements set forth in Sections 1725.5 and 1771.1 of the Labor Code. V. Volumetric Pricing & Water Meters requirements, including the requirements of Water Code sections 526 and 527. vi. Urban Water Management Plan requirements, including the Urban Water Management Planning Act (Water Code, § 10610 et sec.). vii. Urban Water Demand Management requirements, including the requirements of Section 10608.56 of the Water Code. viii. Delta Plan Consistency Findings requirements, including the requirements of Water Code section 85225 and California Code of Regulations, title 23, section 5002. Exhibit C City Council 29 — 47 2/7/2023 City of Santa Ana Agreement No.: D2202006 Project No.: 3010038-002C Page 37 of 49 ix. Agricultural Water Management Plan Consistency requirements, including the requirements of Water Code section 10852. X. Charter City Project Labor Requirements, including the requirements of Labor Code section 1782 and Public Contract Code section 2503. C.4.3 Federal Requirements and Cross -Cutters for SRF Funding. The Recipient acknowledges, warrants compliance with, and covenants to continuing compliance with the following federal terms and conditions for the Useful Life of the Project: Unless the Recipient has obtained a waiver from USEPA on file with the State Water Board or unless this Project is not a project for the construction, alteration, maintenance or repair of a public water system or treatment work, the Recipient shall not purchase "iron and steel products" produced outside of the United States on this Project. Unless the Recipient has obtained a waiver from USEPA on file with the State Water Board or unless this Project is not a project for the construction, alteration, maintenance or repair of a public water system or treatment work, the Recipient hereby certifies that all "iron and steel products' used in the Project were or will be produced in the United States. For purposes of this section, the term "iron and steel products" means the following products made primarily of iron or steel: lined or unlined pipes and fittings, manhole covers and other municipal castings, hydrants, tanks, flanges, pipe clamps and restraints, valves, structural steel, reinforced precast concrete, and construction materials. "Steel" means an alloy that includes at least 50 percent iron, between .02 and 2 percent carbon, and may include other elements. ii. The Recipient must include in full the Wage Rate Requirements (Davis -Bacon) language incorporated by reference in Section 3 of this Agreement in all construction contracts and subcontracts. iii. The Recipient must comply with the signage requirements set forth in Exhibit A. iv. The Recipient shall notify the State Water Board and the USEPA contact of public or media events publicizing the accomplishment of significant events related to this Project and provide the opportunity for attendance and participation by federal representatives with at least ten (10) working days' notice. V. The Recipient shall comply with applicable EPA general terms and conditions found at http7//www.epa.gov/. aov//. vi. No Recipient may receive funding under this Agreement unless it has provided its Unique Entity Identifier, assigned by the System for Award management, to the State Water Board. vii. The Recipient represents and warrants that it and its principals are not excluded or disqualified from participating in this transaction as such terms are defined in Parts 180 and 1532 of Title 2 of the Code of Federal Regulations (2 CFR). If the Recipient is excluded after execution of this Agreement, the Recipient shall notify the Division within ten (10) days and shall inform the Division of the Recipient's exclusion in any request for amendment of this Agreement. The Recipient shall comply with Subpart C of Part 180 of 2 CFR, as supplemented by Subpart C of Part 1532 of 2 CFR. Such compliance is a condition precedent to the State Water Board's performance of its obligations under this Agreement. When entering into a covered transaction as defined in Parts 180 and 1532 of 2 CFR, the Recipient shall require the other party to the covered transaction to comply with Subpart C of Part 180 of 2 CFR, as supplemented by Subpart C of Part 1532 of 2 CFR. Exhibit C City Council 29 — 48 2/7/2023 City of Santa Ana Agreement No.: D2202006 Project No.: 3010038-002C Page 38 of 49 viii. To the extent applicable, the Recipient shall disclose to the State Water Board any potential conflict of interest consistent with USEPA's Final Financial Assistance Conflict of Interest Policy at https://www.epa.aov/grants/epas-final-financial-assistance-conflict-interest-policy. A conflict of interest may result in disallowance of costs. X. USEPA and the State Water Board have the right to reproduce, publish, use and authorize others to reproduce, publish and use copyrighted works or other data developed under this assistance agreement. X. Where an invention is made with Project Funds, USEPA and the State Water Board retain the right to a worldwide, nonexclusive, nontransferable, irrevocable, paid -up license to practice the invention owned by the Recipient. The Recipient must utilize the Interagency Edison extramural invention reporting system at http://iEdison.gov and shall notify the Division when an invention report, patent report, or utilization report is filed. xi. The Recipient agrees that any reports, documents, publications or other materials developed for public distribution supported by this Agreement shall contain the Disclosure statement set forth in Exhibit A. xii. The Recipient acknowledges that it is encouraged to follow guidelines established under Section 508 of the Rehabilitation Act, codified at 36 CFR Part 1194, with respect to enabling individuals with disabilities to participate in its programs supported by this Project. xiii. The Recipient, its employees, contractors and subcontractors and their employees warrants that it will not engage in severe forms of trafficking in persons, procure a commercial sex act during the term of this Agreement, or use forced labor in the performance of this Agreement. The Recipient must include this provision in its contracts and subcontracts under this Agreement. The Recipient must inform the State Water Board immediately of any information regarding a violation of the foregoing. The Recipient understands that failure to comply with this provision may subject the State Water Board to loss of federal funds. The Recipient agrees to compensate the State Water Board for any such funds lost due to its failure to comply with this condition, or the failure of its contractors or subcontractors to comply with this condition. The State Water Board may unilaterally terminate this Agreement if the Recipient that is a private entity is determined to have violated the foregoing. xiv. The Recipient certifies to the best of its knowledge and belief that: a. No federal appropriated funds have been paid or will be paid, by or on behalf of the Recipient, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement. b. If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress in connection with this Agreement, the Recipient shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions, and notify the State Water Board. The Recipient shall require this certification from all parties to any contract or agreement that the Recipient enters into and under which the Recipient incurs costs for which it seeks reimbursements under this Agreement. Exhibit C City Council 29 — 49 2/7/2023 City of Santa Ana Agreement No.: D2202006 Project No.: 3010038-002C Page 39 of 49 xv. The Recipient must comply with the following federal non-discrimination requirements: a. Title VI of the Civil Rights Act of 1964, which prohibits discrimination based on race, color, and national origin, including limited English proficiency (LEP). b. Section 504 of the Rehabilitation Act of 1973, which prohibits discrimination against persons with disabilities. c. The Age Discrimination Act of 1975, which prohibits age discrimination. d. Section 13 of the Federal Water Pollution Control Act Amendments of 1972, which prohibits discrimination on the basis of sex. e. 40 CFR Part 7, as it relates to the foregoing. xvi. Executive Order No. 11246. The Recipient shall include in its contracts and subcontracts related to the Project the following provisions: "During the performance of this contract, the contractor agrees as follows: "(a) The contractor will not discriminate against any employee or applicant for employment because of race, creed, color, or national origin. The contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, creed, color, 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 by the contracting officer setting forth the provisions of this nondiscrimination clause. "(b) The contractor will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, creed, color, or national origin. "(c) The contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice, to be provided by the agency contracting officer, advising the labor union or workers' representative of the contractor's commitments under Section 202 of Executive Order No. 11246 of September 24, 1965, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. "(d) The contractor will comply with all provisions of Executive Order No. 11246 of Sept. 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. "(e) The contractor will furnish all information and reports required by Executive Order No. 11246 of September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the contracting agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. "(f) In the event of the contractor's noncompliance with the nondiscrimination clauses of this contract or with any of such rules, regulations, or orders, this contract may be cancelled, terminated or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order No. 11246 of Sept 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order No. 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided bylaw. Exhibit C City Council 29 — 50 2/7/2023 City of Santa Ana Agreement No.: D2202006 Project No.: 3010038-002C Page 40 of 49 "(g) The contractor will include 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 No. 11246 of Sept. 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The contractor will take such action with respect to any subcontract or purchase order as the contracting agency may direct as a 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 contracting agency, the contractor may request the United States to enter into such litigation to protect the interests of the United States." xvii. The Recipient agrees to comply with the requirements of USEPA's Program for Utilization of Small, Minority and Women's Business Enterprises. xviii. Procurement Prohibitions under Section 306 of the Clean Air Act and Section 508 of the Clean Water Act, including Executive Order 11738, Administration of the Clean Air Act and the Federal Water Pollution Control Act with Respect to Federal Contracts, Grants, or Loans; 42 USC § 7606; 33 USC § 1368. Except where the purpose of this Agreement is to remedy the cause of the violation, the Recipient may not procure goods, services, or materials from suppliers excluded under the federal System for Award Management: htti)://www.sam.gov/ . xix. Uniform Relocation and Real Property Acquisition Policies Act, Pub. L. 91-646, as amended; 42 USC §§4601-4655. The Recipient must comply with the Act's implementing regulations at 49 CFR 24.101 through 24.105. xx. The Recipient agrees that if its network or information system is connected to USEPA networks to transfer data using systems other than the Environmental Information Exchange Network or USEPA's Central Data Exchange, it will ensure that any connections are secure. xxi. All geospatial data created pursuant to this Agreement that is submitted to the State Water Board for use by USEPA or that is submitted directly to USEPA must be consistent with Federal Geographic Data Committee endorsed standards. Information on these standards may be found at www.fgdc.gov. xxii. If the Recipient is a water system that serves 500 or fewer persons, the Recipient represents that it has considered publicly -owned wells as an alternative drinking water supply. xxiii. The Recipient represents that it is not a corporation that has any unpaid Federal tax liability that has been assessed, for which all judicial and administrative remedies have been exhausted or have lapsed, and that is not being paid in a timely manner pursuant to an agreement with the authority responsible for collecting the tax liability; and it is not a corporation that was convicted of a felony criminal violation under a Federal law within the preceding 24 months. xxiv. The Recipient agrees to immediately notify the Project Manager in writing about any allegation of research misconduct involving research activities that are supported in whole or in part with EPA funds under this Project, including fabrication, falsification, or plagiarism in proposing, performing, or reviewing research, or in reporting research results, or ordering, advising, or suggesting that subordinates engage in research misconduct. xxv. The Recipient agrees to comply with, and require all contractors and subcontractors to comply with, EPA's Scientific Integrity Policy, available at https://www.el)a.gov/osa/policy-epa-scientific- inte rit , when conducting, supervising, and communicating science and when using or applying the results of science. For purposes of this condition scientific activities include, but are not limited to, computer modelling, economic analysis, field sampling, laboratory experimentation, Exhibit C City Council 29 — 51 2/7/2023 City of Santa Ana Agreement No.: D2202006 Project No.: 3010038-002C Page 41 of 49 demonstrating new technology, statistical analysis, and writing a review article on a scientific issue. The Recipient shall not suppress, alter, or otherwise impede the timely release of scientific findings or conclusions; intimidate or coerce scientists to alter scientific data, findings, or professional opinions or exert non -scientific influence on scientific advisory boards; knowingly misrepresent, exaggerate, or downplay areas of scientific uncertainty; or otherwise violate the EPA's Scientific Integrity Policy. The Recipient must refrain from acts of research misconduct, including publication or reporting, as described in EPA's Policy and Procedures for Addressing Research Misconduct, Section 9.C, and must ensure scientific findings are generated and disseminated in a timely and transparent manner, including scientific research performed by contractors and subcontractors. xxvi. The Recipient agrees to comply with the Animal Welfare Act of 1966 (7 USC 2131-2156). Recipient also agrees to abide by the "U.S. Government Principles for the Utilization and Care of Vertebrate Animals used in Testing, Research, and Training," available at httr)://Qrants.nih.gov/qrants/olaw/references/r)hspol. htm#USGovPrinci ales. xxvii. The Recipient certifies that no Project Funds will be used on: a. Video surveillance or telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities), telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities); b. Telecommunications or video surveillance services produced by such entities; c. Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of the National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country; or d. Other telecommunications or video surveillance services or equipment in violation of 2 CFR 200.216. xxviii. BABA. The Recipient acknowledges that funds received under this Agreement are subject to the Build America Buy America (BABA) requirements of Public Law 117-58 (the Infrastructure Investment and Jobs Act, also known as the Bipartisan Infrastructure Law (BIL), signed into law on November 15, 2021), which are in addition to "iron and steel products' requirements described in section C.4.3 (i) above. Specifically, unless (1) the Recipient has requested and obtained a waiver from USEPA on file with the State Water Board pertaining to the Project or the Project is otherwise covered by a general applicability waiver, as confirmed in writing by the State Water Board; or (2) the State Water Board and, to the extent the Project is co -funded by any other agency using federal funds subject to BABA requirements, each such agency has advised the Recipient in writing that the BABA requirements are not applicable to the Project, the Recipient shall ensure and certifies that, as these terms are defined within and made applicable by Public Law 117-58: (a) all iron and steel used in the Project are produced in the United States; (b) the manufactured products used in the Project are produced in the United States; and Exhibit C City Council 29 — 52 2/7/2023 City of Santa Ana Agreement No.: D2202006 Project No.: 3010038-002C Page 42 of 49 (c) the construction materials used in the Project are produced in the United States. The Recipient must require its contractors and subcontractors to comply with all applicable BABA requirements and must include the following provision in its contracts and subcontracts under this Agreement: "The contractor acknowledges to and for the benefit of the [name of the Recipient] and the State Water Board that it understands the goods and services under this contract are being funded with federal monies and have statutory requirements commonly known as "Build America, Buy America," that requires all of the iron and steel, manufactured products, and construction materials used in the project to be produced in the United States ("Build America, Buy America Requirements") including iron and steel, manufactured products, and construction materials provided by the contactor pursuant to this contract. The contractor hereby represents and warrants to and for the benefit of the [name of the Recipient] and the State Water Board (a) the contractor has reviewed and understands the Build America, BuyAmerico Requirements, (b) all of the iron and steel, manufactured products, and construction materials used in the project will be and/or have been produced in the United States in a manner that complies with the Build America, Buy America Requirements, unless a waiver of the requirements is approved, and (c) the contractor will provide any further verified information, certification or assurance of compliance with this paragraph, or information necessary to support a waiver of the Build America, Buy America Requirements, as may be requested by the [name of the Recipient] and the State Water Board. Notwithstanding any other provision of this Agreement, any failure to comply with this paragraph by the contractor shall permit the [name of the Recipient] and the State Water Board to recover as damages against the contractor any loss, expense, or cost (including without limitation attorney's fees) incurred by the [name of the Recipient] and the State Water Board resulting from any such failure (including without limitation any impairment or loss of funding, whether in whole or in part from the State Water Board or any damages owed to the State Water Board by the [name of the Recipient]). If the contractor has no direct contractual privity with the State Water Board, as a lender or owardee to the (name of the Recipient] for the funding of its project, the [name of the Recipient] and the contractor agree that the State Water Board is a third -party beneficiary and neither this paragraph (nor any other provision of this Agreement necessary to give this paragraph force or effect) shall be amended or waived without the prior written consent of the State Water Board." The Recipient must inform the State Water Board immediately of any information regarding a violation of the foregoing. Exhibit C City Council 29 — 53 2/7/2023 City of Santa Ana Agreement No.: D2202006 Project No.: 3010038-002C Page 43 of 49 EXHIBIT D — SPECIAL CONDITIONS Executive Order N-6-22 — Russian Sanctions. On March 4, 2022, Governor Gavin Newsom issued Executive Order N-6-22 (the EO) regarding Economic Sanctions against Russia and Russian entities and individuals. "Economic Sanctions' refers to sanctions imposed by the U.S. government in response to Russia's actions in Ukraine, as well as any sanctions imposed under state law. The EO directs state agencies to terminate contracts with, and to refrain from entering any new contracts with, individuals or entities that are determined to be a target of Economic Sanctions. Accordingly, should the State Water Board determine Recipient is a target of Economic Sanctions or is conducting prohibited transactions with sanctioned individuals or entities, that shall be grounds for termination of this Agreement. The State Water Board shall provide Recipient advance written notice of such termination, allowing Recipient at least 30 calendar days to provide a written response. Termination shall be at the sole discretion of the State Water Board. The Recipient represents that the Recipient is not a target of economic sanctions imposed in response to Russia's actions in Ukraine imposed by the United States government or the State of California. The Recipient is required to comply with the economic sanctions imposed in response to Russia's actions in Ukraine, including with respect to, but not limited to, the federal executive orders identified in California Executive Order N-6-22, located at https://www.gov.ca.gov/wp-content/uploads/2022/03/3.4.22-Russia- Ukraine-Executive-Order.pdf and the sanctions identified on the United States Department of the Treasury website (httr)s://home.treasury.gov/policy-issues/financial-sanctions/sanctions-programs-and- country-information/ukraine-russia-related-sanctions). The Recipient is required to comply with all applicable reporting requirements regarding compliance with the economic sanctions, including, but not limited to, those reporting requirements set forth in California Executive Order N-6-22 for all Recipients with one or more agreements with the State of California with an aggregated value of Five Million Dollars ($5,000,000) or more. Notwithstanding any other provision in this Agreement, failure to comply with the economic sanctions and all applicable reporting requirements may result in termination of this Agreement. For Recipients with an aggregated agreement value of Five Million Dollars ($5,000,000) or more with the State of California, reporting requirements include, but are not limited to, information related to steps taken in response to Russia's actions in Ukraine, including but not limited to: 1. Desisting from making any new investments or engaging in financial transactions with Russian institutions or companies that are headquartered or have their principal place of business in Russia; 2. Not transferring technology to Russia or companies that are headquartered or have their principal place of business in Russia; and 3. Direct support to the government and people of Ukraine. Fvhihit r1 City Council 29 — 54 2/7/2023 City of Santa Ana Agreement No.: D2202006 Project No.: 3010038-002C Page 44 of 49 EXHIBIT E — PAYMENT SCHEDULE See the attached preliminary Payment Schedule. The final Payment Schedule will be forwarded to the Recipient after all disbursements have been paid and construction of the Project has been completed. City Council Exhibit E 29 — 55 2/7/2023 EXHIBIT F — TAX CERTIFICATE F.1 Purpose City of Santa Ana Agreement No.: D2202006 Project No.: 3010038-002C Page 45 of 49 The purpose of this Exhibit F is to establish the reasonable expectations of the Recipient regarding the Project and the Project Funds, and is intended to be and may be relied upon for purposes of Sections 103, 141 and 148 of the Code and as a certification described in Section 1.148-2(b)(2) of the Treasury Regulations. This Exhibit F sets forth certain facts, estimates and circumstances which form the basis for the Recipient's expectation that neither the Project nor the Bond Funded Portion of the Project Funds is to be used in a manner that would cause the Obligation to be classified as "arbitrage bonds" under Section 148 of the Code or "private activity bonds" under Section 141 of the Code. F.2 Tax Covenant The Recipient agrees that it will not take or authorize any action or permit any action within its reasonable control to be taken, or fail to take any action within its reasonable control, with respect to the Project which would result in the loss of the exclusion of interest on the Bonds from gross income for federal income tax purposes under Section 103 of the Code. F.3 Governmental Unit. The Recipient is a state or local governmental unit as defined in Section 1.103-1 of the Treasury Regulations or an instrumentality thereof (a "Governmental Unit") and is not the federal government or any agency or instrumentality thereof. FA Financing of a Capital Project The Recipient will use the Project Funds to finance capital expenditures it has incurred or will incur for the construction, reconstruction, installation or acquisition of the Project in accordance with the terms of this Agreement. Such expenditures shall not have previously been financed with the proceeds of any other issue of indebtedness except for interim financing by the Recipient, the date of maturity, prepayment or redemption of which is within thirty (30) days of the date of disbursement of Project Funds under this Agreement. All Project Funds shall be allocated to expenditures by the Recipient within thirty (30) days of the date of disbursement, including (if at all) Project Funds allocated to repay interim financing of the Recipient. For purposes of this Section F.4, "interim financing" means notes, commercial paper, loans, lines of credit and other forms of short- term borrowing. F.5 Ownership and Operation of Project. The Recipient exclusively owns and, except as provided in Section F.12 hereof, operates the Project. F.6 Temporary Period. The Recipient reasonably expects that at least eighty-five percent (85%) of the Bond Funded Portion of the Project Funds will be allocated to expenditures for the Project within three (3) years of the earlier of the effective date of this Agreement or the date the Bonds are issued ("Applicable Date"). The Recipient has incurred, or reasonably expects that it will incur within six (6) months of the Applicable Date, a substantial binding obligation (i.e., not subject to contingencies within the control of the Recipient or a related party) to a third party to expend at least five percent (5%) of the Bond Funded Portion of the Project Funds on Project Costs. The completion of acquisition, construction, improvement and equipping of the Project and the allocation of the Bond Funded Portion of the Project Funds to Project Costs will proceed with due diligence. F.7 Working Capital. City Council Exhibit 29 — 56 2/7/2023 City of Santa Ana Agreement No.: D2202006 Project No.: 3010038-002C Page 46 of 49 No operational expenditures of the Recipient or any related entity are being, have been or will be financed or refinanced with Project Funds. F.8 Expenditure of Proceeds The Bond Funded Portion of the Project Funds shall be used exclusively for the following purposes: (i) Reimbursement Expenditures (as defined in Section F.20 below), (ii) Preliminary Expenditures (as defined in Section F.20 below) in an aggregate amount not exceeding twenty percent (20%) of the Bond Funded Portion of the Project Funds, (iii) capital expenditures relating to the Project originally paid by the Recipient on or after the date hereof, (iv) interest on the Obligation through the later of three (3) years after the Applicable Date or one (1) year after the Project is placed in service, and (v) initial operating expenses directly associated with the Project in the aggregate amount not more than five percent (5%) of the Bond Funded Portion of the Project Funds. F.9 Private Use and Private Payments. No portion of the Project Funds or the Project is being, has been or will be used in the aggregate for any activities that constitute a Private Use (as defined below). No portion of the principal of or interest with respect to the Payments will be secured by any interest in property (whether or not the Project) used for a Private Use or in payments in respect of property used for a Private Use, or will be derived from payments in respect of property used for a Private Use. 'Private Use" means any activity that constitutes a trade or business that is carried on by persons or entities, other than a Governmental Unit. The leasing of the Project or the access by or the use of the Project by a person or entity other than a Governmental Unit on a basis other than as a member of the general public shall constitute a Private Use. Use by or on behalf of the State of California or any of its agencies, instrumentalities or subdivisions or by any local Governmental Unit and use as a member of the general public will be disregarded in determining whether a Private Use exists. Use under an arrangement that conveys priority rights or other preferential benefits is generally not use on the same basis as the general public. Arrangements providing for use that is available to the general public at no charge or on the basis of rates that are generally applicable and uniformly applied do not convey priority rights or other preferential benefits. For this purpose, rates may be treated as generally applicable and uniformly applied even if (i) different rates apply to different classes of users, such as volume purchasers, if the differences in rates are customary and reasonable; or (ii) a specially negotiated rate arrangement is entered into, but only if the user is prohibited by federal law from paying the generally applicable rates, and the rates established are as comparable as reasonably possible to the generally applicable rates. An arrangement that does not otherwise convey priority rights or other preferential benefits is not treated, nevertheless, as general public use if the term of the use under the arrangement, including all renewal options, is greater than 200 days. For this purpose, a right of first refusal to renew use under the arrangement is not treated as a renewal option if (i) the compensation for the use under the arrangement is redetermined at generally applicable, fair market value rates that are in effect at the time of renewal; and (ii) the use of the financed property under the same or similar arrangements is predominantly by natural persons who are not engaged in a trade or business. F.10 No Sale, Lease or Private Operation of the Project. The Project (or any portion thereof) will not be sold or otherwise disposed of, in whole or in part, to any person who is not a Governmental Unit prior to the final maturity date of the Obligation. The Project will not be leased to any person or entity that is not a Governmental Unit prior to the final maturity date of the Obligation. Except as permitted under Section F.12 hereof, the Recipient will not enter any contract or arrangement or cause or permit any contract or arrangement to be entered with persons or entities that are not Governmental Units if that contract or arrangement would confer on such persons or entities any right to use the Project on a basis different from the right of members of the general public. The contracts or arrangements contemplated by the preceding sentence include but are not limited to management contracts, take or pay contracts or put or pay contracts, and capacity guarantee contracts. F.11 No Disproportionate or Unrelated Use. No portion of the Project Funds or the Project is being, has been, or will be used for a Private Use that is unrelated or disproportionate to the governmental use of the Project Funds. City Council Exhibit 29 — 57 2/7/2023 City of Santa Ana Agreement No.: D2202006 Project No.: 3010038-002C Page 47 of 49 F.12 Management and Service Contracts The Recipient represents that, as of the date hereof, it is not a party to any contract, agreement or other arrangement with any persons or entities engaged in a trade or business (other than Governmental Units) that involve the management or operation of property or the provision of services at or with respect to the Project that does not comply with the standards of the Treasury Regulations, or Revenue Procedure 2017-13, as applicable. The Recipient represents that it will not be party to any such contract, agreement or arrangement with any person or entity that is not a Governmental Unit for the management of property or the provision of services at or with respect to the Project, while the Obligation (including any obligation or series thereof issued to refund the Obligation, as the case may be) is outstanding, except: (a) with respect to any contract, agreement or arrangement that does not constitute "private business use' of the Project under Code §141(b), or (b) with respect to any contract, agreement or arrangement that complies with (i) Revenue Procedure 97-13, 1997-1 C.B. 632, as amended by Revenue Procedure 2001-39, 2001-2 C.B. 38, and as amplified by Notice 2014-67, with respect to contracts entered into before August 18, 2017 and not materially modified or extended after August 18, 2017, or (ii) Revenue Procedure 2017-13, with respect to contracts entered into or materially modified or extended on or after August 18, 2017, or (c) with respect to any contract, agreement or arrangement that does not give rise to use of the Bond Funded Portion of the Project Funds or the Project by a non -Governmental Unit of more than the amount of such non -qualified use permitted by the Code, or (d) in the event that the Recipient receives an opinion of counsel, satisfactory to the State Water Board and the Bank and expert in the issuance of state and local government bonds the interest on which is excluded from gross income under Section 103 of the Code ("Nationally -Recognized Bond Counsel'), that such contract, agreement or arrangement will not adversely affect the exclusion of the interest on the Obligation from gross income for federal income taxation purposes. F.13 No Disposition of Financed Property. As of the date hereof, the Recipient does not expect to sell or otherwise dispose of any portion of the Project, in whole or in part, prior to the final maturity date of the Obligation. F.14 Useful Life of Project. As of the date hereof, the Recipient reasonably expects that the economic useful life of the Project, commencing at Project Completion, will be at least equal to the term of this Agreement, as set forth in Exhibit A hereto. F.15 Payments. Payments generally are expected to be derived from assessments, taxes, fees, charges or other current Revenues of the Recipient in each year, and such current Revenues are expected to equal or exceed the Payments during each payment period. Any amounts accumulated in a sinking fund or bona fide debt service fund to pay Payments (whether or not deposited to a fund or account established by the Recipient) will be disbursed to pay Payments within thirteen months of the initial date of accumulation or deposit. Any such fund used for the payment of Payments will be depleted once a year except for a reasonable carryover amount not exceeding the greater of earnings on such fund or one -twelfth of the Payments in either case for the immediately preceding year. F.16 No Other Replacement Proceeds. The Recipient will not use any of the Bond Funded Portion of the Project Funds to replace or substitute other funds of the Recipient that were otherwise to be used to finance the Project or which are or will be used to acquire securities, obligations or other investment property reasonably expected to produce a yield that is materially higher than the yield on the Bonds. F.17 No Sinking or Pledged Fund Except as set forth in Section F.18 below, the Recipient will not create or establish any sinking fund or pledged fund which will be used to pay Payments on the Obligation within the meaning of Section 1.148-1(c) of the Treasury Regulations. If any sinking fund or pledged fund comes into being with respect to the Obligation before City Council Exhibit 29 — 58 2/7/2023 City of Santa Ana Agreement No.: D2202006 Project No.: 3010038-002C Page 48 of 49 the Obligation has been fully retired which may be used to pay the Payments, the Recipient will invest such sinking fund and pledged fund moneys at a yield that does not exceed the yield on the Bonds. F.18 Reserve Amount. The State Water Board requires that the Recipient maintain and fund a separate account in an amount equal to one (1) year of debt service with respect to the Obligation (the "Reserve Amount") as set forth in Exhibit B. The Recipient represents that the Reserve Amount is and will be available to pay debt service with respect to the Obligation, if and when needed. The Reserve Amount consists solely of revenues of the Recipient and does not include any proceeds of any obligations the interest on which is excluded from gross income for federal income tax purposes or investment earnings thereon. The aggregate of the Reserve Amount, up to an amount not exceeding the lesser of (i) ten percent of the aggregate principal amount of the Obligation, (ii) the maximum annual debt service with respect to the Obligation, or (iii) 125 percent of the average annual debt service with respect to the Obligation, will be treated as a reasonably required reserve fund. F.19 Reimbursement Resolution. The "reimbursement resolution" adopted by the Recipient is incorporated herein by reference. F.20 Reimbursement Expenditures Reimbursements are disallowed, except as specifically authorized in Exhibit B or Exhibit D of this Agreement. To the extent so authorized, a portion of the Bond Funded Portion of the Project Funds may be applied to reimburse the Recipient for Project Costs paid before the date hereof, so long as the Project Cost was (i) not paid prior to sixty (60) days before the Recipient's adoption of a declaration of official intent to finance the Project, (ii) not paid more than eighteen (18) months prior to the date hereof or the date the Project was placed -in-service, whichever is later, and (iii) not paid more than three (3) years prior to the date hereof (collectively, "Reimbursement Expenditures'), unless such cost is attributable to a "preliminary expenditure." Preliminary expenditure for this purpose means architectural, engineering, surveying, soil testing and similar costs incurred prior to the commencement of construction or rehabilitation of the Project, but does not include land acquisition, site preparation and similar costs incident to the commencement of acquisition, construction or rehabilitation of the Project. Preliminary expenditures may not exceed 20% of the Bond Funded Portion of the Project Funds. F.21 Change in Use of the Project. The Recipient reasonably expects to use all of the Bond Funded Portion of the Project Funds and the Project for the entire stated term to maturity of the Obligation. Absent an opinion of Nationally -Recognized Bond Counsel to the effect that such use of the Bond Funded Portion of the Project Funds will not adversely affect the exclusion from federal gross income of interest on the Bonds pursuant to Section 103 of the Code, the Recipient will use the Bond Funded Portion of the Project Funds and the Project solely as set forth in this Agreement. F.22 Rebate Obligations. If the Recipient satisfies the requirements of one of the spending exceptions to rebate specified in Section 1.148-7 of the Treasury Regulations, amounts earned from investments, if any, acquired with the Bond Funded Portion of the Project Funds will not be subject to the rebate requirements imposed under Section 148(f) of the Code. If the Recipient fails to satisfy such requirements for any period, it will notify the State Water Board and the Bank immediately and will comply with the provisions of the Code and the Treasury Regulations at such time, including the payment of any rebate amount calculated by the State Water Board or the Bank. F.23 No Federal Guarantee The Recipient will not directly or indirectly use any of the Bond Funded Portion of the Project Funds in any manner that would cause the Bonds to be "federally guaranteed" within the meaning of Section 149(b) of the Code, taking into account various exceptions including any guarantee related to investments during an initial temporary period until needed for the governmental purpose of the Bonds, investments as part of a bona fide debt City Council txnioii r29 — 59 2/7/2023 City of Santa Ana Agreement No.: D2202006 Project No.: 3010038-002C Page 49 of 49 service fund, investments of a reasonably required reserve or replacement fund, investments in bonds issued by the United States Treasury, investments in refunding escrow funds or certain other investments permitted under the Treasury Regulations. F.24 Amendments The provisions in this Exhibit may be amended, modified or supplemented at any time to reflect changes in the Code upon obtaining written approval of the State Water Board and the Bank and an opinion of Nationally - Recognized Bond Counsel to the effect that such amendment, modification or supplement will not adversely affect the exclusion from federal gross income of interest on the Bonds pursuant to Section 103 of the Code. F.25 Reasonable Expectations The Recipient warrants that, to the best of its knowledge, information and belief, and based on the facts and estimates as set forth in the tax covenants in this Exhibit, the expectations of the Recipient as set forth in this Exhibit are reasonable. The Recipient is not aware of any facts or circumstances that would cause it to question the accuracy or reasonableness of any representation made in the provisions in this Exhibit. F.26 Assignment. The Recipient consents to any pledge, sale, or assignment to the Bank or a trustee for the benefit of the owners of the Bonds, if any, at any time of any portion of the State Water Board's estate, right, title, and interest and claim in, to and under this Agreement and the right to make all related waivers and agreements in the name and on behalf of the State Water Board, as agent and attorney -in -fact, and to perform all other related acts which are necessary and appropriate under this Agreement, if any, and the State Water Board's estate, right, title, and interest and claim in, to and under this Agreement to Payments (but excluding the State Water Board's rights to Additional Payments and to notices, opinions and indemnification under each Obligation). City Council Exhibit 29 — 60 2/7/2023 EXHIBIT 2 .......... 1LIiO' Waterer Boards ' , � ..•�� DRINKING WATER CONSTRUCTION LOAN CITY OF SANTA ANA CALIFORNIA STATE WATER RESOURCES CONTROL BOARD Water Boards CONSTRUCTION INSTALLMENT SALE AGREEMENT PROJECT NO. 3010038-002C AUTOMATED METERING INFRASTRUCTURE AGREEMENT NO. D2202006 PROJECT FUNDING AMOUNT: $10,117,365.00 ESTIMATED REASONABLE PROJECT COST: $22,208,325.00 ELIGIBLE WORK START DATE: JUNE 1, 2019 ELIGIBLE CONSTRUCTION START DATE: SEPTEMBER 9, 2022 COMPLETION OF CONSTRUCTION DATE: JUNE 30, 2025 FINAL REIMBURSEMENT REQUEST DATE: DECEMBER 30, 2025 FINAL PAYMENT DATE: JULY 1, 2045 RECORDS RETENTION END DATE: JUNE 30, 2045 City Council 29 — 61 2/7/2023 THIS PAGE INTENTIONALLY LEFT BLANK City Council 29 — 62 2/7/2023 City of Santa Ana Agreement No.: D2202006 Project No.: 3010038-002C Page i of 49 TABLE OF CONTENTS AGREEMENT.................................................................................................... 1. AUTHORITY............................................................................................... 2. INTENTION................................................................................................ 3. AGREEMENT, TERM, DOCUMENTS INCORPORATED BY REFERENCE 4. PARTY CONTACTS................................................................................... 5. DEFINITIONS.......... EXHIBIT A— SCOPE OF WORK...................................................................... A.1. PROJECT DESCRIPTION, USEFUL LIFE, AND SCOPE OF WORK.. A.2. STANDARD PROJECT REQUIREMENTS....... A.2.1 Acknowledgements ......................................... A.2.2 Reports............................................................ A.2.2.1 Progress Reports ...................................... A.2.2.2 Project Completion Report ....................... A.2.2.3 As Needed Reports .................................. A.2.2.4 [Reserved] ............................................... A.2.2.5 DBE Reports for SRF Projects ................. A.2.3 Signage........................................................... A.2.4 Commencement of Operations ......................... A.3 DATES & DELIVERABLES.......... A.4 SCHEDULE......... EXHIBIT B— FUNDING TERMS...... .2 .3 10 10 10 10 10 10 11 11 11 11 11 12 12 12 14 B.1. FUNDING AMOUNTS AND REIMBURSEMENTS...................................................................14 B. ].I Funding Contingency and Other Sources............................................................................................ 14 B.1.2 Estimated Reasonable Cost................................................................................................................ 14 B.1.3 Project Funding Amount.................................................................................................................... 14 B.1.4 [Reserved].........................................................................................................................................14 B. 1.5 Budget Costs..................................................................................................................................... 14 B.1.6 Contingent Disbursement................................................................................................................... 15 B.1.7 Reimbursement Procedure................................................................................................................. 15 B.1.8 Withholding of Disbursements........................................................................................................... 16 B.1.9 Fraud and Misuse of Public Funds, Enforcement................................................................................ 17 B.2 RECIPIENT'S PAYMENT OBLIGATION, PLEDGE, AND RESERVE...........................................17 B.2.1 Project Costs.....................................................................................................................................17 132.2 Estimated Principal Payment Due...................................................................................................... 18 132.3 Interest Rate and In -Lieu of Interest Charges...................................................................................... 18 B.2.4 [Reserved].........................................................................................................................................18 13.2.5 Obligation Absolute ............................................. .............................................................................. 18 City Council 29 — 63 2/7/2023 City of Santa Ana Agreement No.: D2202006 Project No.: 3010038-002C Page ii of 49 B.2.6 Payment Timing ............................... ................................. --................. ........................................ 1. 18 B.2.7 Pledged Revenues.............................................................................................................................. 19 B.2.7.1 Establishment of Enterprise Fund and Reserve Fund....................................................................... 19 B.2.7.2 Pledge of Net Revenues, Enterprise Fund, and Reserve Fund.......................................................... 19 B.2.7.3 Application and Purpose of the Enterprise Fund............................................................................. 19 B.2.8 No Prepayment..................................................................................................................................20 B.2.9 Reserve Fund....................................................................................................................................20 B.3 RATES, FEES AND CHARGES..................................................................................................20 BA ADDITIONAL DEBT....................................................................................................................20 B.5 NO LIENS...................................................................................................................................21 EXHIBIT C — GENERAL & PROGRAMMATIC TERMS & CONDITIONS................................................22 C.1 REPRESENTATIONS & WARRANTIES......................................................................................22 C.1.1 Application and General Recipient Commitments..............................................................................22 C.1.2 Authorization and Validity.................................................................................................................22 C.1.3 No Violations....................................................................................................................................22 C.1.4 No Litigation.....................................................................................................................................22 C.1.5 Property Rights and Water Rights......................................................................................................22 C.1.6 Solvency and Insurance.....................................................................................................................23 C.1.7 Legal Status and Eligibility................................................................................................................23 C.1.8 Financial Statements and Continuing Disclosure................................................................................23 C.1.9 System Obligations............................................................................................................................23 C.1.10 No Other Material Debt._._._._._._._._._................................................_._._._...............................23 C.1.11 Compliance with State Water Board Funding Agreements .......................... _.._._._._._...............23 C.2 DEFAULTS AND REMEDIES......................................................................................................23 C.2.1 Return of Funds; Acceleration; and Additional Payments...................................................................24 C.23 Administrative remedies....................................................................................................................24 C.2.4 Judicial remedies...............................................................................................................................24 C.2.5 Termination.......................................................................................................................................24 C.2.6 Damages for Breach of Tax -Exempt Status........................................................................................25 C.2.7 Damages for Breach of Federal Conditions........................................................................................25 C.2.8 Remedies and Limitations..................................................................................................................25 C.2.9 Non-Waiver......................................................................................................................................25 C.2.10 Status Quo.........................................................................................................................................25 C.3 STANDARD CONDITIONS.............................................................................................................25 C.3.1 Access, Inspection, and Public Records..............................................................................................25 C.3.2 Accounting and Auditing Standards; Financial Management Systems; Records Retention ................... 26 C.3.3 Amendment.......................................................................................................................................27 C.3.4 Assignability.....................................................................................................................................27 C.3.5 Audit.................................................................................................................................................27 C.3.6 Bonding............................................................................................................................................27 C.3.7 Competitive Bidding.........................................................................................................................27 C.3.8 Compliance with Applicable Laws, Rules, and Requirements............................................................. 27 C.3.9 Computer Software............................................................................................................................27 C.3.10 Conflict of Interest.............................................................................................................................28 C.3.11 Continuous Use of Project; No Lease, Sale, Transfer of Ownership, or Disposal of Project ................. 28 C.3.12 Data Management..............................................................................................................................28 C.3.13 Disputes............................................................................................................................................28 C.3.14 [Reserved].........................................................................................................................................28 City Council 29 — 64 2/7/2023 City of Santa Ana Agreement No.: D2202006 Project No.: 3010038-002C Page iii of 49 C3.15. Environmental Clearance.................................................................................................................... C.3.16 Governing Law................................................................................................................................ C.3.17 Income Restrictions......................................................................................................................... C.3.18 Indemnification and State Reviews.................................................................................................. C.3.19 Independent Actor........................................................................................................................... C.3.20 Integration....................................................................................................................................... C.3.21 Leveraging Covenants..................................................................................................................... C.3.22 No Discrimination........................................................................................................................... C.3.23 No Third Party Rights...................................................................................................................... C.3.24 No Obligation of the State............................................................................................................... C.3.25 Notice............................................................................................................................................. C.3.26 Operation and Maintenance; Insurance............................................................................................. C.3.27 Permits, Subcontracting, and Remedies............................................................................................ C.3.28 Professionals................................................................................................................................... C.3.29 Prevailing Wages............................................................................................................................. C.3.30 Public Funding................................................................................................................................ C.3.31 Recipient's Responsibility for Work................................................................................................ C.3.32 Related Litigation............................................................................................................................ C.3.33 Rights in Data.................................................................................................................................. C.3.34 State Water Board Action; Costs and Attorney Fees......................................................................... C.3.35 Timeliness....................................................................................................................................... C.3.36 Unenforceable Provision.................................................................................................................. C.3.37 Venue.............................................................................................................................................. C.3.38 Waiver and Rights of the State Water Board . ....... .............................................................. .............. 28 29 29 29 30 30 30 30 31 31 31 33 34 34 34 35 35 35 35 35 35 36 36 36 CA MISCELLANEOUS STATE AND FEDERAL REQUIREMENTS.......................................................36 C.4.1 [Reserved].........................................................................................................................................36 CA.2 State Cross Cutters.._._._._._._._ ............................. ................................ ._._._............................... 36 CA.3 Federal Requirements and Cross -Cutters for SRF Funding.................................................................37 EXHIBIT D— SPECIAL CONDITIONS...................................................................................................43 EXHIBIT E— PAYMENT SCHEDULE....................................................................................................44 EXHIBIT F — TAX CERTIFICATE...........................................................................................................45 F.1 Purpose......................................................................................................................................45 F.2 Tax Covenant..............................................................................................................................45 F.3 Governmental Unit......................................................................................................................45 F.4 Financing of a Capital Project......................................................................................................45 F.5 Ownership and Operation of Project............................................................................................45 F.6 Temporary Period.......................................................................................................................45 F.7 Working Capital...........................................................................................................................45 F.8 Expenditure of Proceeds.............................................................................................................46 F.9 Private Use and Private Payments..............................................................................................46 F.10 No Sale, Lease or Private Operation of the Project..................................................................46 City Council 29 — 65 2/7/2023 City of Santa Ana Agreement No.: D2202006 Project No.: 3010038-002C Page iv of 49 F.11 No Disproportionate or Unrelated Use......................................................................................46 F.12 Management and Service Contracts........................................................................................47 F.13 No Disposition of Financed Property........................................................................................47 F.14 Useful Life of Project................................................................................................................47 F.15 Payments................................................................................................................................47 F.16 No Other Replacement Proceeds.............................................................................................47 F.17 No Sinking or Pledged Fund....................................................................................................47 F.18 Reserve Amount......................................................................................................................48 F.19 Reimbursement Resolution......................................................................................................48 F.20 Reimbursement Expenditures..................................................................................................48 F.21 Change in Use of the Project...................................................................................................48 F.22 Rebate Obligations..................................................................................................................48 F.23 No Federal Guarantee.............................................................................................................48 F.24 Amendments...........................................................................................................................49 F.25 Reasonable Expectations........................................................................................................49 F.26 Assignment..............................................................................................................................49 City Council iv 29 — 66 2/7/2023 AGREEMENT AUTHORITY. City of Santa Ana Agreement No.: D2202006 Project No.: 3010038-002C Page 1 of 49 (a) The State Water Resources Control Board (State Water Board) is authorized, and implements its authority, to provide financial assistance under this Agreement pursuant to Section 116760 et seq. of the Health and Safety Code, and Resolution No. 2022-0041. (b) The Recipient is authorized to enter into this Installment Sale Agreement (Agreement) pursuant to Resolution No. 2019-026 dated May 7, 2019. 2. INTENTION. (a) The Recipient desires to receive financial assistance for and undertake work required for the drinking water construction Project according to the terms and conditions set forth in this Agreement. (b) The State Water Board proposes to assist in providing financial assistance for eligible costs of the Project in the amount set forth in Exhibit B, according to the terms and conditions set forth in this Agreement, with the expectation that the Recipient shall repay all of the financial assistance to the State Water Board. (c) The Recipient intends to evidence its obligation to submit Payments to the State Water Board and secure its obligation with Net Revenues of its water enterprise, as set forth in Exhibit B, according to the terms and conditions set forth in this Agreement. (d) The Recipient intends to certify and evidence its compliance with the Tax Covenants set forth in Exhibit F. 3. AGREEMENT, TERM, DOCUMENTS INCORPORATED BY REFERENCE. In consideration of the mutual representations, covenants and agreements herein set forth, the State Water Board and the Recipient, each binding itself, its successors and assigns, do mutually promise, covenant, and agree to the terms, provisions, and conditions of this Agreement. (a) The Recipient hereby sells to the State Water Board and the State Water Board hereby purchases from the Recipient the Project. Simultaneously therewith, the Recipient hereby purchases from the State Water Board, and the State Water Board hereby sells to the Recipient, the Project in accordance with the provisions of this Agreement. All right, title, and interest in the Project shall immediately vest in the Recipient on the date of execution and delivery of this Agreement by both parties without further action on the part of the Recipient or the State Water Board. (b) Subject to the satisfaction of any condition precedent to this Agreement, this Agreement shall become effective upon the signature of both the Recipient and the State Water Board. Conditions precedent are not limited to the following: The Recipient must deliver to the Division a resolution authorizing this Agreement. The Recipient must deliver an opinion of bond counsel and general counsel satisfactory to the State Water Board's counsel dated on or after the date that the Recipient signs this Agreement. (c) Upon execution, the term of the Agreement shall begin on the Eligible Work Start Date and extend through the Final Payment Date. City Council 29 — 67 2/7/2023 DWSRF 18Q022 City of Santa Ana Agreement No.: D2202006 Project No.: 3010038-002C Page 2 of 49 (d) This Agreement includes the following exhibits and attachments thereto: i. EXHIBIT A — SCOPE OF WORK ii. EXHIBIT B — FUNDING TERMS iii. EXHIBIT C— GENERAL & PROGRAMMATIC TERMS & CONDITIONS V. EXHIBITD — SPECIALCONDITIONS V. EXHIBIT E — PAYMENT SCHEDULE vi. EXHIBIT F —TAX CERTIFICATE (e) This Agreement includes the following documents incorporated by reference, as well as any documents incorporated by reference in Exhibit D: i. the Final Plans & Specifications, dated September 22, 2021, which are the basis for the construction contract to be awarded by the Recipient; ii. the Drinking Water System Permit No. 05-08-10P-001; iii. the Recipient's Reimbursement Resolution No. 2019-027 dated May 7, 2019; V. the Recipient's Tax Questionnaire dated January 28, 2020. V. the Davis -Bacon requirements found at: https://www.waterboards.ca.gov/water issues/programs/grants loans/srf/docs/2022 /2022-dwsrf-govern mental-entities-publ ic. pdf. (f) This Agreement, and any amendments hereto, may be executed and delivered in any number of counterparts, each of which when delivered shall be deemed to be an original, but such counterparts shall together constitute one document. The parties may sign this Agreement, and any amendments hereto, either by an electronic signature using a method approved by the State Water Board or by a physical, handwritten signature. The parties mutually agree that an electronic signature using a method approved by the State Water Board is the same as a physical, handwritten signature for the purposes of validity, enforceability, and admissibility. C! 9_10rd19107041 /R011& State Water Board City of Santa Ana Section: Division of Financial Assistance Name: John Paul Blanco, Project Manager Name: Nabil Saba —Executive Director, Public Works of COSA Address: 1001 1 Street 1611 Floor Address: 1 220 S. Daisy St. City, State, Zip: I Sacramento, CA 95814 City, State, Zip: Santa Ana, CA 92703 Phone: 916 445-2495 Phone: 714 647-3378 Fax: Fax: Email: 'ohn aul.blanco waterboards.ca. ov I Email: nsaga(@.sanata-ana.org The Recipient may change its contact upon written notice to the Division, which notice shall be accompanied by authorization from the Recipient's Authorized Representative. The State Water Board will notify the Recipient of any changes to its contact. While the foregoing are contacts for day-to-day communications regarding Project work, the Recipient shall provide official communications and events of Notice as set forth in Exhibit C to the Division's Deputy Director. City Council 29 — 68 2/7/2023 owsaF 18v2n22 City of Santa Ana Agreement No.: D2202006 Project No.: 3010038-002C Page 3 of 49 5. DEFINITIONS. Unless otherwise specified, each capitalized tern used in this Agreement has the following meaning: "Additional Payments" means the reasonable extraordinary fees and expenses of the State Water Board, and of any assignee of the State Water Board's right, title, and interest in and to this Agreement, in connection with this Agreement, including all expenses and fees of accountants, trustees, staff, contractors, consultants, costs, insurance premiums and all other extraordinary costs reasonably incurred by the State Water Board or assignee of the State Water Board. "Allowance" means an amount based on a percentage of the accepted bid for an eligible project to help defray the planning, design, and construction engineering and administration costs of the Project. "Agreement" means this agreement, including all exhibits and attachments hereto. "Authority" shall refer to Santa Ana Financing Authority. "Authorized Representative" means the duly appointed representative of the Recipient as set forth in the certified original of the Recipient's authorizing resolution that designates the authorized representative by title. "Bank" means the California Infrastructure and Economic Development Bank. "Bond Funded Portion of the Project Funds" means any portion of the Project Funds which was or will be funded with Bond Proceeds. "Bond Proceeds" means original proceeds, investment proceeds, and replacement proceeds of Bonds. Bonds" means any series of bonds issued by the Bank, the interest on which is excluded from gross income for federal tax purposes, all or a portion of the proceeds of which have been, are, or will be applied by the State Water Board to fund all or any portion of the Project Costs or that are secured in whole or in part by Payments paid hereunder. "Charge In Lieu of Interest" means any fee or charge in lieu of some or all of, but not to exceed, the interest that would otherwise be owed under this Agreement, as set forth in Exhibit E. "Code" as used in Exhibit F of this Agreement means the Internal Revenue Code of 1986, as amended, and any successor provisions and the regulations of the U.S. Department of the Treasury promulgated thereunder. "Completion of Construction" means the date, as determined by the Division after consultation with the Recipient, that the work of building and erection of the Project is substantially complete, and is identified in Exhibit A of this Agreement. "Cover Page" means the front page of this Agreement. "Days" means calendar days unless otherwise expressly indicated. "Debt Service" means, as of any date, with respect to outstanding System Obligations and, in the case of the additional debt tests in Exhibit B of this Agreement, any System Obligations that are proposed to be outstanding, the aggregate amount of principal and interest scheduled to become due (either at maturity City Council 29 — 69 2/7/2023 DWSRF IM022 City of Santa Ana Agreement No.: D2202006 Project No.: 3010038-002C Page 4 of 49 or by mandatory redemption), together with any Charge In Lieu of Interest on this Obligation or other System Obligations to the State Water Board, calculated with the following assumptions: a. Principal payments (unless a different subdivision of this definition applies for purposes of determining principal maturities or amortization) are made in accordance with any amortization schedule published for such principal, including any minimum sinking fund payments; b. Interest on a variable rate System Obligation that is not subject to a swap agreement and that is issued or will be issued as a tax-exempt obligation under federal law, is the average of the SIFMA Municipal Swap Index, or its successor index, during the 24 months preceding the date of such calculation; C. Interest on a variable rate System Obligation that is not subject to a swap agreement and that is issued or will be issued as a taxable obligation under federal law, is the average of SOFR, or its successor index, during the 24 months preceding the date of such calculation; d. Interest on a variable rate System Obligation that is subject to a swap agreement is the fixed swap rate or cap strike rate, as appropriate, if the variable rate has been swapped to a fixed rate or capped pursuant to an interest rate cap agreement or similar agreement; e. Interest on a fixed rate System Obligation that is subject to a swap agreement such that all or a portion of the interest has been swapped to a variable rate shall be treated as variable rate debt under subdivisions (b) or (c) of this definition of Debt Service; f. Payments of principal and interest on a System Obligation are excluded from the calculation of Debt Service to the extent such payments are to be paid from amounts then currently on deposit with a trustee or other fiduciary and restricted for the defeasance of such System Obligations; g. If 25% or more of the principal of a System Obligation is not due until its final stated maturity, then principal and interest on that System Obligation may be projected to amortize over the lesser of 30 years or the Useful Life of the financed asset, and interest may be calculated according to subdivisions (b)-(e) of this definition of Debt Service, as appropriate. "Deputy Director" means the Deputy Director of the Division. "District Office" means District Office of the Division of Drinking Water of the State Water Board "Division" means the Division of Financial Assistance of the State Water Board or any other segment of the State Water Board authorized to administer this Agreement. "Division of Drinking Water" means the Division of Drinking Water of the State Water Board. "Eligible Construction Start Date" means the date set forth on the Cover Page of this Agreement, establishing the date on or after which construction costs may be incurred and eligible for reimbursement hereunder. "Eligible Work Start Date" means the date set forth on the Cover Page of this Agreement, establishing the date on or after which any non -construction costs may be incurred and eligible for reimbursement hereunder. "Enterprise Fund" means the enterprise fund of the Recipient in which Revenues are deposited. Event of Default' means the occurrence of any of the following events: City Council 29 — 70 2/7/2023 DWSRF 18Q022 City of Santa Ana Agreement No.: D2202006 Project No.: 3010038-002C Page 5 of 49 a) Failure by the Recipient to make any payment required to be paid pursuant to this Agreement, including Payments; b) A representation or warranty made by or on behalf of the Recipient in this Agreement or in any document furnished by or on behalf of the Recipient to the State Water Board pursuant to this Agreement shall prove to have been inaccurate, misleading or incomplete in any material respect; c) A material adverse change in the condition of the Recipient, the Revenues, or the System, which the Division reasonably determines would materially impair the Recipient's ability to satisfy its obligations under this Agreement. d) Failure by the Recipient to comply with the additional debt test or reserve fund requirement, if any, in Exhibit B or Exhibit D of this Agreement; e) Failure to operate the System or the Project without the Division's approval; f) Failure by the Recipient to observe and perform any covenant, condition, or provision in this Agreement, which failure shall continue for a period of time, to be determined by the Division; g) The occurrence of a material breach or event of default under any System Obligation that results in the acceleration of principal or interest or otherwise requires immediate prepayment, repurchase or redemption; h) Initiation of proceedings seeking arrangement, reorganization, or any other relief under any applicable bankruptcy, insolvency, or other similar law; the appointment of or taking possession of the Recipient's property by a receiver, liquidator, assignee, trustee, custodian, conservator, or similar official; the Recipient's entering into a general assignment for the benefit of creditors; the initiation of resolutions or proceedings to terminate the Recipient's existence, or any action in furtherance of any of the foregoing; i) A determination pursuant to Gov. Code section 11137 that the Recipient has violated any provision in Article 9.5 of Chapter 1 of Part 1 of Division 3 of Title 2 of the Government Code; j) Loss of the Recipient's rights, licenses, permits, or privileges necessary for the operation of the System or the Project, or the occurrence of any material restraint on the Recipient's enterprise by a government agency or court order. "Final Payment Date" is the date by which all principal and accrued interest due under this Agreement is to be paid in full to the State Water Board and is specified on the Cover Page of this Agreement. "Final Reimbursement Request Date" means the date set forth as such on the Cover Page of this Agreement, after which date, no further Project Funds disbursements may be requested. "Fiscal Year" means the period of twelve (12) months terminating on June 30 of any year, or any other annual period selected and designated by the Recipient as its Fiscal Year in accordance with applicable law. "Force Account" means the use of the Recipient's awn employees, equipment, or resources for the Project. "GAAP" means generally accepted accounting principles, the uniform accounting and reporting procedures set forth in publications of the American Institute of Certified Public Accountants or its successor, or by any other generally accepted authority on such procedures, and includes, as applicable, the standards set forth by the Governmental Accounting Standards Board or its successor, or the Uniform System of Accounts, as adopted by the California Public Utilities Commission for water utilities. "Initiation of Construction" means the date that notice to proceed with work is issued for the Project, or, if notice to proceed is not required, the date of commencement of building and erection of the Project. "Listed Event" means, so long as the Recipient has outstanding any System Obligation subject to Rule 15c2-12, any of the events required to be reported with respect to such System Obligation pursuant to Rule 15c2-12(b)(5). City Council 29 — 71 2/7/2023 DWSRF 18M22 City of Santa Ana Agreement No.: D2202006 Project No.: 3010038-002C Page 6 of 49 "Material Obligation" means an obligation of the Recipient that is material to this transaction, including System Obligations. "Maximum Annual Debt Service" means the maximum amount of Debt Service due on System Obligations in a Fiscal Year during the period commencing with the Fiscal Year for which such calculation is made and within the next five years in which Debt Service for any System Obligations will become due. "Net Revenues" means, for any Fiscal Year, all Revenues received by the Recipient less the Operations and Maintenance Costs for such Fiscal Year. "Obligation" means the obligation of the Recipient to make Payments (including Additional Payments) as provided herein, as evidenced by the execution of this Agreement, proceeds of such obligations being used to fund the Project as specified in the Project Description in Exhibit A and Exhibit B and in the documents thereby incorporated by reference. "Operations and Maintenance Costs" means the reasonable and necessary costs paid or incurred by the Recipient for maintaining and operating the System, determined in accordance with GAAP, including all reasonable expenses of management and repair and all other expenses necessary to maintain and preserve the System in good repair and working order, and including all reasonable and necessary administrative costs of the Recipient that are charged directly or apportioned to the operation of the System, such as salaries and wages of employees, overhead, taxes (if any), the cost of permits, licenses, and charges to operate the System and insurance premiums; but excluding, in all cases depreciation, replacement, and obsolescence charges or reserves therefor and amortization of intangibles. "Parity Obligation" means a debt obligation of the Recipient on parity with this Obligation. The Recipient's Parity Obligations are these: The Installment Sale Agreement by and between the City of Santa Ana and the Santa Ana Financing Authority dated as of July 22, 2014 (Water Revenue Refunding Bonds, Series 2014) "Payment" means any payment due to the State Water Board from the Recipient pursuant to this Agreement. "Policy" means the State Water Board's "Policy for Implementing the Drinking Water State Revolving Fund," as amended from time to time, including the Intended Use Plan in effect as of the execution date of this Agreement. "Project" means the Project financed by this Agreement as described in Exhibits A and B and in the documents incorporated by reference herein. "Project Completion" means the date, as determined by the Division after consultation with the Recipient, that operation of the Project is initiated or is capable of being initiated, whichever comes first. "Project Costs" means the incurred costs of the Recipient which are eligible for financial assistance under this Agreement, which are allowable costs as defined under the Policy, and which are reasonable, necessary and allocable by the Recipient to the Project under GAAP, and may include capitalized interest. "Project Funds" means all moneys disbursed to the Recipient by the State Water Board for eligible Project Costs pursuant to this Agreement. City Council 29 — 72 2/7/2023 DWSRF 18Q022 City of Santa Ana Agreement No.: D2202006 Project No.: 3010038-002C Page 7 of 49 "Recipient" means the City of Santa Ana. In any provision of this Agreement referencing duties undertaken by the Authority on behalf of the Recipient, the term "Recipient" shall also refer to the Authority. "Records Retention End Date" means the last date that the Recipient is obligated to maintain records and is set forth on the Cover Page of this Agreement. "Regional Water Quality Control Board" or "Regional Water Board" means the appropriate Regional Water Quality Control Board. "Reimbursement Resolution" means the Recipient's reimbursement resolution identified and incorporated by reference in this Agreement. "Reserve Fund" means the reserve fund required pursuant to Exhibit B of this Agreement. "Revenues" means, for each Fiscal Year, all gross income and revenue received or receivable by the Recipient from the ownership or operation of the System, determined in accordance with GAAP, including all rates, fees, and charges (including connection fees and charges) as received by the Recipient for the services of the System, and all other income and revenue howsoever derived by the Recipient from the ownership or operation of the System or arising from the System, including all income from the deposit or investment of any money in the Enterprise Fund or any rate stabilization fund of the Recipient or held on the Recipient's behalf, and any refundable deposits made to establish credit, and advances or contributions in aid of construction. "Rule 15c2-12(b)(5)" means Rule 15c2-12(b)(5) promulgated by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended. "Senior Obligation" means a debt obligation of the Recipient that is senior to this Obligation. There are no Senior Obligations. "SRF" means the Drinking Water State Revolving Fund. "State" means State of California. "State Water Board" means the State Water Resources Control Board. "Subordinate Obligation" means a debt obligation of the Recipient that is subordinate to this Obligation. There are no Subordinate Obligations. "System" means all drinking water collection, transport, treatment, storage, and delivery facilities, including land and easements thereof, owned by the Recipient, including the Project, and all other properties, structures, or works hereafter acquired and constructed by the Recipient and determined to be a part of the System, together with all additions, betterments, extensions, or improvements to such facilities, properties, structures, or works, or any part thereof hereafter acquired and constructed. "System Obligation" means any obligation of the Recipient payable from the Revenues, including but not limited to this Obligation, any Parity Obligation, any Subordinate Obligation, and such additional obligations as may hereafter be issued in accordance with the provisions of such obligations and this Agreement. "Useful Life" means the economically useful life of the Project beginning at Completion of Construction and is set forth in Exhibit A. City Council 29 — 73 2/7/2023 DWSRF 18v2022 "Year" means calendar year unless otherwise expressly indicated. City of Santa Ana Agreement No.: D2202006 Project No.: 3010038-002C Page 8 of 49 City Council 29 — 74 2/7/2023 DWSRF IM022 City of Santa Ana Agreement No.: D2202006 Project No.: 3010038-002C Page 9 of 49 IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto. CITY OF SANTA ANA: By: Name: Nabil Saba Title: Executive Director, Public Works of COSA STATE WATER RESOURCES CONTROL BOARD: By: Name: Joe Karkoski Title: Deputy Director Division of Financial Assistance City Council 29 — 75 2/7/2023 DWSRF 18v2n22 City of Santa Ana Agreement No.: D2202006 Project No.: 3010038-002C Page 10 of 49 EXHIBIT A — SCOPE OF WORK A.1. PROJECT DESCRIPTION, USEFUL LIFE, AND SCOPE OF WORK. (a) The Project is the project set forth on the Cover Page of this Agreement. (b) The Useful Life of this Project is at least 20 years. (c) Scope of Work. The Recipient agrees to replace approximately 43,000 existing manual read water meters with new automated water meters. A.2. STANDARD PROJECT REQUIREMENTS. A.2.1 Acknowledgements. The Recipient shall include the following acknowledgement in any document, written report, or brochure prepared in whole or in part pursuant to this Agreement: "Funding for this project has been provided in full or in part through an agreement with the State Water Resources Control Board. California's Drinking Water State Revolving Fund is capitalized through a variety of funding sources, including grants from the United States Environmental Protection Agency and state bond proceeds. The contents of this document do not necessarily reflect the views and policies of the foregoing, nor does mention of trade names or commercial products constitute endorsement or recommendation for use." A.2.2 Reports A.2.2.1 Progress Reports. (a) The Recipient must provide a progress report to the Division each quarter, beginning no later than 90 days after execution of this Agreement. (b) The Recipient must provide a progress report with each reimbursement request. Failure to provide a complete and accurate progress report may result in the withholding of Project Funds, as set forth in Exhibit B. (c) A progress report must contain the following information: A summary of progress to date including a description of progress since the last report, percent construction complete, percent contractor invoiced, and percent schedule elapsed; A description of compliance with environmental requirements; iii. A listing of change orders including amount, description of work, and change in contract amount and schedule; and City Council 29 — 76 2/7/2023 Exhibit A City of Santa Ana Agreement No.: D2202006 Project No.: 3010038-002C Page 11 of 49 V. Any problems encountered, proposed resolution, schedule for resolution, and status of previous problem resolutions. A.2.2.2 Project Completion Report. (a) The Recipient must submit a Project Completion Report to the Division with a copy to the appropriate Regional Water Board and District Office on or before the due date established by the Division and the Recipient at the time of final project inspection. The Project Completion Report must include the following: i. Description of the Project, ii. Description of the water quality problem the Project sought to address, iii. Discussion of the Project's likelihood of successfully addressing that water quality problem in the future, and V. Summary of compliance with applicable environmental conditions. (b) If the Recipient fails to submit a timely Project Completion Report, the State Water Board may stop processing pending or future applications for new financial assistance, withhold disbursements under this Agreement or other agreements, and begin administrative proceedings. A.2.2.3 As Needed Reports. The Recipient must provide expeditiously, during the term of this Agreement, any reports, data, and information reasonably required by the Division, including but not limited to material necessary or appropriate for evaluation of the funding program or to fulfill any reporting requirements of the state or federal government. A.2.2.4 [Reserved] A.2.2.5 DBE Reports for SRF Projects. The Recipient must report Disadvantaged Business Enterprise (DBE) utilization to the Division on the DBE Utilization Report, State Water Board Form DBE UR334. The Recipient must submit such reports to the Division annually within ten (10) calendar days following October 1 until such time as the "Notice of Completion" is issued. The Recipient must comply with 40 CFR § 33.301 and require its contractors and subcontractors on the Project to comply. A.2.3 Signage. The Recipient shall place a sign at least four feet tall by eight feet wide made of % inch thick exterior grade plywood or other approved material in a prominent location on the Project site and shall maintain the sign in good condition for the duration of the construction period. The sign must include the following disclosure statement and color logos (available from the Division): .... Water BoardsAMMW PA"wrnaam� City Council 29 — 77 2/7/2023 Exhibit A City of Santa Ana Agreement No.: D2202006 Project No.: 3010038-002C Page 12 of 49 b. "Funding for this Automated Meter Infrastructure project has been provided in full or in part by the Drinking Water State Revolving Fund through an agreement with the State Water Resources Control Board. California's Drinking Water State Revolving Fund is capitalized through a variety of funding sources, including grants from the United States Environmental Protection Agency and state bond proceeds." b. The Project sign may include another agency's required promotional information so long as the above logos and disclosure statement are equally prominent on the sign. The sign shall be prepared in a professional manner. A.2.4 Commencement of Operations. Upon Completion of Construction of the Project, the Recipient must expeditiously initiate Project operations. A.3 DATES & DELIVERABLES. (a) Time is of the essence. (b) The Recipient must expeditiously proceed with and complete construction of the Project. (c) The following dates are established as on the Cover Page of this Agreement: i. Eligible Work Start Date ii. Eligible Construction Start Date iii. Completion of Construction Date V. Final Reimbursement Request Date V. Records Retention End Date vi. Final Payment Date (d) The Recipient must award the prime construction contract timely. (e) The Recipient agrees to start construction no later than [DFA will insert date that is within 6 months after execution of this Agreement]. (f) The Recipient must deliver any request for extension of the Completion of Construction date no less than 90 days prior to the Completion of Construction date. (g) The undisbursed balance of this Agreement will be deobligated if the Recipient does not provide its final reimbursement request to the Division on or before the Final Reimbursement Request Date. A.4 SCHEDULE. Failure to provide items by the due dates indicated in the table below may constitute a material violation of this Agreement. The Project Manager may adjust the dates in the "Estimated Due Date' column of this table, but Critical Due Date adjustments will require an amendment to this Agreement. The Recipient must complete and submit all work in time to be approved by the Division prior to Project Completion. As applicable for specific submittals, the Recipient must plan adequate time to solicit, receive, and address comments prior to submitting the final submittal. The Recipient must submit the final reimbursement request prior to the Final Reimbursement Request Date set forth on the Cover Page. City Council 29 — 78 2/7/2023 Exhibit A City of Santa Ana Agreement No.: D2202006 Project No.: 3010038-002C Page 13 of 49 ITEM DESCRIPTION OF SUBMITTAL CRITICAL ESTIMATED DUE DATE DUE DATE SCOPE OF WORK 1 1 CONSTRUCTION COMPLETION 06/30/2025 N/A REPORTING 1 Progress Reports N/A 2 50% Project Inspection and Certification N/A % ion of EProect ct3 Final Project Inspection and Certification N/A 0%ion ofect4 Project Com letion Re ort N/A 25 5 As Needed Information and Reports N/A As Requested b Division BUDGET COSTS AND REIMBURSEMENT 1 First Reimbursement Request No later N/A than 90 days from Agreement Execution Date 2 Final Bud et Approval Package N/A 12/30/2022 3 Reimbursement Requests N/A Quarter) 4 Final Reimbursement Request 12/30/2025 N/A City Council 29 — 79 2/7/2023 Exhibit A City of Santa Ana Agreement No.: D2202006 Project No.: 3010038-002C Page 14 of 49 EXHIBIT B — FUNDING TERMS B.1. FUNDING AMOUNTS AND REIMBURSEMENTS B.1.1 Funding Contingency and Other Sources. (a) If this Agreement's funding for any fiscal year expires due to reversion or is reduced, substantially delayed, or deleted by the Budget Act, by Executive Order, or by order or action of the Department of Finance, the State Water Board has the option to either cancel this Agreement with no liability accruing to the State Water Board, or offer an amendment to the Recipient to reflect the reduced amount. (b) If funding for Project Costs is made available to the Recipient from sources other than this Agreement, the Recipient must notify the Division. The Recipient may retain such funding up to an amount which equals the Recipient's share of Project Costs. To the extent allowed by requirements of other funding sources, excess funding must be remitted to the State Water Board to be applied to Payments due hereunder, if any. B.1.2 Estimated Reasonable Cost. The estimated reasonable cost of the total Project, including associated planning and design costs is twenty-two million two hundred eight thousand three hundred twenty-five dollars and no cents ($22,208,325.00). B.1.3 Project Funding Amount. Subject to the terms of this Agreement, the State Water Board agrees to provide Project Funds not to exceed the amount of the Project Funding Amount set forth on the Cover Page of this Agreement. B.1.4 [Reserved] B. 1.5 Budget Costs. (a) Estimated budget costs are contained in the Summary Project Cost Table below: LINE ITEM TOTAL ESTIMATED COST PROJECT FUNDING AMOUNT Construction $10,117,365 $10,117,365 Pre -Purchased Material / Equipment $0 $0 Purchase of Land / Easements $0 $0 Change Order Contingency $0 $0 Force Account $0 $0 Allowances (Soft Costs) $0 $0 City Council 29 — 80 2/7/2023 City of Santa Ana Agreement No.: D2202006 Project No.: 3010038-002C Page 15 of 49 Total $10,117,365 $10,117,365 The Division's Final Budget Approval and related Form 259 and Form 260 will document a more detailed budget of eligible Project Costs and Project funding amounts. Upon written request by the Recipient, the Division may adjust the line items of the Summary Project Cost Table at the time of Division's Final Budget Approval. Upon written request by the Recipient, the Division may also adjust the line items of the Summary Project Cost Table as well as the detailed budget at the time of Recipient's submittal of its final claim. Any line item adjustments to the Summary Project Cost Table that are due to a change in scope of work will require an Agreement amendment. The sum of adjusted line items in both the Summary Project Cost Table and the detailed budget must not exceed the Project Funding Amount. The Division may also propose budget adjustments. (b) Under no circumstances may the sum of line items in the budget approved through the Final Budget Approval process exceed the Project Funding Amount. Any increase in the Project Funding Amount will require an Agreement amendment. B.1.6 Contingent Disbursement. (a) The State Water Board's disbursement of funds hereunder is contingent on the Recipient's compliance with the terms and conditions of this Agreement. (b) The State Water Board's obligation to disburse Project Funds is contingent upon the availability of sufficient funds to permit the disbursements provided for herein. If sufficient funds are not available for any reason, including but not limited to failure of the federal or State government to appropriate funds necessary for disbursement of Project Funds, the State Water Board shall not be obligated to make any disbursements to the Recipient under this Agreement. This provision shall be construed as a condition precedent to the obligation of the State Water Board to make any disbursements under this Agreement. Nothing in this Agreement shall be construed to provide the Recipient with a right of priority for disbursement over any other entity. If any disbursements due the Recipient under this Agreement are deferred because sufficient funds are unavailable, it is the intention of the State Water Board that such disbursement will be made to the Recipient when sufficient funds do become available, but this intention is not binding. (c) Construction costs and disbursements are not available until after the Division has approved the final budget form submitted by the Recipient (d) No costs incurred prior to the Eligible Work Start Date are eligible for reimbursement. (e) Construction costs incurred prior to the Eligible Construction Start Date are not eligible for reimbursement. (f) Failure to proceed according to the timelines set forth in this Agreement may require the Recipient to repay to the State Water Board all disbursed Project Funds. (g) The Recipient agrees to ensure that its final reimbursement request is received by the Division no later than the Final Reimbursement Request Date. If the final reimbursement request is not received timely, the undisbursed balance of this Agreement will be deobligated. (h) The Recipient is not entitled to interest earned on undisbursed funds. B.1.7 Reimbursement Procedure. City Council 29 — 81 2/7/2023 City of Santa Ana Agreement No.: D2202006 Project No.: 3010038-002C Page 16 of 49 Except as may be otherwise provided in this Agreement, disbursement of Project Funds will be made as follows: (a) Upon execution and delivery of this Agreement by both parties, the Recipient may request immediate reimbursement of any eligible incurred planning and design allowance costs through submission to the State Water Board of the Reimbursement Request Form 260 and Form 261, or any amendment thereto, duly completed and executed. (b) The Recipient must submit a reimbursement request for costs incurred prior to the date this Agreement is executed by the State Water Board no later than ninety (90) days after this Agreement is executed by the State Water Board. Late reimbursement requests may not be honored. (c) The Recipient may request reimbursement of eligible construction and equipment costs consistent with budget amounts approved by the Division in the Final Budget Approval. (d) Additional Project Funds will be promptly disbursed to the Recipient upon receipt of reimbursement request Form 260 and Form 261, or any amendment thereto, duly completed and executed by the Recipient for incurred costs consistent with this Agreement, along with receipt of progress reports due under Exhibit A. (e) The Recipient must not request reimbursement for any Project Cost until such cost has been incurred and is currently due and payable by the Recipient, although the actual payment of such cost by the Recipient is not required as a condition of reimbursement request. Supporting documentation (e.g., receipts) must be submitted with each reimbursement request. The amount requested for administration costs must include a calculation formula (i.e., hours or days worked times the hourly or daily rate = total amount claimed). Disbursement of Project Funds will be made only after receipt of a complete, adequately supported, properly documented, and accurately addressed reimbursement request. Reimbursement requests submitted without supporting documents may be wholly or partially withheld at the discretion of the Division. (f) The Recipient must spend Project Funds within 30 days of receipt. If the Recipient earns interest earned on Project Funds, it must report that interest immediately to the State Water Board. The State Water Board may deduct earned interest from future disbursements. (g) The Recipient shall not request a reimbursement unless that Project Cost is allowable, reasonable, and allocable. (h) Notwithstanding any other provision of this Agreement, no disbursement shall be required at any time or in any manner which is in violation of or in conflict with federal or state laws, policies, or regulations. (i) No work or travel outside the State of California is permitted under this Agreement unless the Division provides prior written authorization. Failure to comply with this restriction may result in termination this Agreement, pursuant to Exhibit C. Any reimbursement for necessary travel and per diem shall be at rates not to exceed those set by the California Department of Human Resources at http://www.calhr.ca.gov/employees/Pages/travel-reimbursements.asip . as of the date costs are incurred by the Recipient. B.1.8 Withholding of Disbursements. Notwithstanding any other provision of this Agreement, the State Water Board may withhold all or any portion of the Project Funds upon the occurrence of any of the following events: City Council 29 — 82 2/7/2023 City of Santa Ana Agreement No.: D2202006 Project No.: 3010038-002C Page 17 of 49 (a) The Recipient's failure to maintain reasonable progress on the Project as determined by the Division; (b) Placement on the ballot or passage of an initiative or referendum to repeal or reduce the Recipient's taxes, assessments, fees, or charges levied for operation of the System or payment of debt service on System Obligations; (c) Commencement of litigation or a judicial or administrative proceeding related to the Project, System, or Revenues that the State Water Board determines may impair the timely satisfaction of Recipient's obligations under this Agreement; (d) Any investigation by the State Water Board, District Attorney, California State Auditor, Bureau of State Audits, United States Environmental Protection Agency's Office of Inspector General, the Internal Revenue Service, Securities and Exchange Commission, a grand jury, or any other state or federal agency, relating to the Recipient's financial management, accounting procedures, or internal fiscal controls; (e) A material adverse change in the condition of the Recipient, the Revenues, or the System, that the Division reasonably determines would materially impair the Recipient's ability to satisfy its obligations under this Agreement, or any other event that the Division reasonably determines would materially impair the Recipient's ability to satisfy its obligations under this Agreement; (f) The Recipient's material violation of, or threat to materially violate, any term of this Agreement; (g) Suspicion of fraud, forgery, embezzlement, theft, or any other misuse of public funds by the Recipient or its employees, or by its contractors or agents regarding the Project or the System; (h) An event requiring Notice as set forth in Exhibit C; (i) An Event of Default or an event that the Division determines may become an Event of Default. B.1.9 Fraud and Misuse of Public Funds; Enforcement All requests for reimbursement submitted must be accurate and signed by the Recipient's Authorized Representative under penalty of perjury. All costs submitted pursuant to this Agreement must only be for the work or tasks set forth in this Agreement. The Recipient must not submit any invoice containing costs that are ineligible or have been reimbursed from other funding sources unless required and specifically noted as such (i.e., match costs). Any eligible costs for which the Recipient is seeking reimbursement shall not be reimbursed from any other source. Double or multiple billing for time, services, or any other eligible cost is improper and will not be compensated. Any suspected occurrences of fraud, forgery, embezzlement, theft, or any other misuse of public funds may result in suspension of disbursements and, notwithstanding any other section in this Agreement, the termination of this Agreement requiring the repayment of all Project Funds disbursed hereunder. Additionally, the Deputy Director of the Division may request an audit; refer the matter for appropriate administrative action, including but not limited to the recovery of financial assistance provided and the imposition of civil penalties; and/or refer the matter to the Attorney General's Office or the appropriate district attorney's office for criminal prosecution or the imposition of civil liability. A person who knowingly makes or causes to be made any false statement, material misrepresentation, or false certification in any submittal may be subject to a civil penalty, criminal fine, or imprisonment. (Wat. Code, § 13490 et seq.) B.2 RECIPIENT'S PAYMENT OBLIGATION, PLEDGE, AND RESERVE B.2.1 Project Costs. The Recipient must pay any and all costs connected with the Project including, without limitation, any and all Project Costs and Additional Payments. If the Project Funds are not sufficient to pay the Project Costs in full, the Recipient must nonetheless complete the Project and pay that portion of the Project Costs in City Council 29 — 83 2/7/2023 City of Santa Ana Agreement No.: D2202006 Project No.: 3010038-002C Page 18 of 49 excess of available Project Funds, and shall not be entitled to any reimbursement therefor from the State Water Board. B.2.2 Estimated Principal Payment Due. The estimated amount of principal that will be due to the State Water Board from the Recipient under this Agreement is ten million one hundred seventeen thousand three hundred sixty-five ($10,117,365.00). B.2.3 Interest Rate and In -Lieu of Interest Charges. (a) The Recipient agrees to make all Payments according to the schedule in Exhibit E, and as otherwise set forth herein, at an interest rate of one and one tenths % (1.1 %) per annum. (b) Interest will accrue beginning with each disbursement. (c) In lieu of, and not to exceed, interest otherwise due under this Agreement, the Recipient agrees to pay the following charge(s), as further set forth in Exhibit E: • an Administrative Service Charge • a Drinking Water Small Community Emergency Grant Fund Charge B.2.4 [Reserved] B.2.5 Obligation Absolute. The obligation of the Recipient to make the Payments and other payments required to be made by it under this Agreement, from the Net Revenues and/or other amounts legally available to the Recipient therefor, is absolute and unconditional, and until such time as the Payments and Additional Payments have been paid in full, the Recipient must not discontinue or suspend any Payments or other payments required to be made by it hereunder when due, whether or not the Project, or any related part thereof is operating or operable or has been completed, or its use is suspended, interfered with, reduced or curtailed or terminated in whole or in part, and such Payments and other payments shall not be subject to reduction whether by offset or otherwise and shall not be conditional upon the performance or nonperformance by any party of any agreement for any cause whatsoever. B.2.6 Payment Timing (a) The Recipient must pay interest annually, by July 1st of each year, until one year after Completion of Construction. Beginning no later than one year after Completion of Construction, the Recipient must make annual Payment of the principal of the Project Funds, together with all interest accruing thereon by July 1, 2026. The Recipient must make Payments fully amortizing the total principal of the Project by the Final Payment Date. Payments are based on a standard fully amortized assistance amount with equal annual payments. (b) The remaining balance is the previous balance, plus the disbursements, plus the accrued interest on both, plus any Charge In Lieu of Interest, less the Payment. Payment calculations will be made beginning one (1) year after Completion of Construction. Exhibit E is a payment schedule based on the provisions of this Exhibit and an estimated disbursement schedule. Actual payments will be based on actual disbursements. City Council 29 — 84 2/7/2023 City of Santa Ana Agreement No.: D2202006 Project No.: 3010038-002C Page 19 of 49 (c) Upon Completion of Construction and submission of necessary reports by the Recipient, the Division will prepare an appropriate payment schedule and supply the same to the Recipient. The Division may amend this schedule as necessary to accurately reflect amounts due under this Agreement. The Division will prepare any necessary amendments to the payment schedule and send them to the Recipient. The Recipient must make each Payment on or before the due date therefor. A ten (10) day grace period will be allowed, after which time a penalty in the amount of costs incurred by the State Water Board will be assessed for late payment. These costs may include, but are not limited to, lost interest earnings, staff time, bond debt service default penalties, if any, and other related costs. For purposes of penalty assessment, payment will be deemed to have been made if payment is deposited in the U.S. Mail within the grace period with postage prepaid and properly addressed. Any penalties assessed will not be added to the assistance amount balance, but will be treated as a separate account and obligation of the Recipient. The interest penalty will be assessed from the payment due date. (d) The Recipient is obligated to make all payments required by this Agreement to the State Water Board, notwithstanding any individual default by its constituents or others in the payment to the Recipient of fees, charges, taxes, assessments, tolls or other charges ("Charges") levied or imposed by the Recipient. The Recipient must provide for the punctual payment to the State Water Board of all amounts which become due under this Agreement and which are received from constituents or others in the payment to the Recipient. In the event of failure, neglect or refusal of any officer of the Recipient to levy or cause to be levied any Charge to provide payment by the Recipient under this Agreement, to enforce or to collect such Charge, or to pay over to the State Water Board any money collected on account of such Charge necessary to satisfy any amount due under this Agreement, the State Water Board may take such action in a court of competent jurisdiction as it deems necessary to compel the performance of all duties relating to the imposition or levying and collection of any of such Charges and the payment of the money collected therefrom to the State Water Board. Action taken pursuant hereto shall not deprive the State Water Board of, or limit the application of, any other remedy provided by law or by this Agreement. (e) Each Payment must be paid in lawful money of the United States of America by check or other acceptable form of payment set forth at www.waterboards.ca.gov/make a payment. The Recipient must pay Payments and Additional Payments from Net Revenues and/or other amounts legally available to the Recipient therefor. B.2.7 Pledged Revenues. B.2.7.1 Establishment of Enterprise Fund and Reserve Fund. In order to carry out its System Obligations, the Recipient covenants that it shall establish and maintain or shall have established and maintained the Enterprise Fund. All Revenues received shall be deposited when and as received in trust in the Enterprise Fund. As required in this Exhibit, the Recipient must establish and maintain a Reserve Fund. B.2.7.2 Pledge of Net Revenues, Enterprise Fund, and Reserve Fund. The Obligation hereunder shall be secured by a lien on and pledge of the Enterprise Fund, Net Revenues, and any Reserve Fund on parity with the Parity Obligations. The Recipient hereby pledges and grants such lien on and pledge of the Enterprise Fund, Net Revenues, and any Reserve Fund to secure the Obligation, including payment of Payments and Additional Payments hereunder. The Enterprise Fund, Net Revenues in the Enterprise Fund, and any Reserve Fund shall be subject to the lien of such pledge without any physical delivery thereof or further act, and the lien of such pledge shall be valid and binding as against all parties having claims of any kind in tort, contract, or otherwise against the Recipient. B.2.7.3 Application and Purpose of the Enterprise Fund. City Council 29 — 85 2/7/2023 City of Santa Ana Agreement No.: D2202006 Project No.: 3010038-002C Page 20 of 49 Subject to the provisions of any outstanding System Obligation, money on deposit in the Enterprise Fund shall be applied and used first, to pay Operations and Maintenance Costs, and thereafter, all amounts due and payable with respect to the System Obligations in order of priority. After making all payments hereinabove required to be made in each Fiscal Year, the Recipient may expend in such Fiscal Year any remaining money in the Enterprise Fund for any lawful purpose of the Recipient. B.2.8 No Prepayment Pursuant to State Water Board's Debt Management Policy, adopted on October 3, 2017, the Recipient may not prepay any portion of the principal and interest due under this Agreement without the written consent of the Deputy Director of the Division. B.2.9 Reserve Fund. Prior to Completion of Construction, the Recipient must establish a restricted Reserve Fund, held in its Enterprise Fund, equal to one year's Debt Service on this Obligation. The Recipient must maintain the Reserve Fund throughout the term of this Agreement. The Reserve Fund is subject to lien and pledged as security for this Obligation, and its use is restricted to payment of this Obligation during the term of this Agreement. B.3 RATES, FEES AND CHARGES (a) The Recipient must, to the extent permitted by law, fix, prescribe and collect rates, fees and charges for the System during each Fiscal Year which are reasonable, fair, and nondiscriminatory and which will be sufficient to generate Revenues in the amounts necessary to cover Operations and Maintenance Costs, and must ensure that Net Revenues are equal to [the sum of (i) at least 120% of the Maximum Annual Debt Service with respect to all outstanding System Obligations senior to and on parity with the Obligation and (ii) at least 100% of the Maximum Annual Debt Service with respect to all outstanding System Obligations subordinate to the Obligation], so long as System Obligations other than this Obligation are outstanding. Upon defeasance of all System Obligations other than this Obligation, this ratio must be at least 120%, except where System Obligations are defeased pursuant to refunding obligations. (b) The Recipient may make adjustments from time to time in such fees and charges and may make such classification thereof as it deems necessary, but shall not reduce the rates, fees and charges then in effect unless the Net Revenues from such reduced rates, fees, and charges will at all times be sufficient to meet the requirements of this section. (c) Upon consideration of a voter initiative to reduce Revenues, the Recipient must make a finding regarding the effect of such a reduction on the Recipient's ability to satisfy the rate covenant set forth in this Section. The Recipient must make its findings available to the public. The Recipient's Authorized Representative must request, if necessary, the authorization of the Recipient's decision -maker or decision -making body to file litigation to challenge any such initiative that it finds will render it unable to satisfy the rate covenant set forth in this Agreement and its obligation to operate and maintain the Project for its Useful Life. The Recipient must diligently pursue and bear any and all costs related to such challenge. The Recipient must notify and regularly update the State Water Board regarding the status of any such challenge. B.4 ADDITIONAL DEBT. (a) The Recipient's future debt that is secured by Revenues pledged herein may not be senior to this Obligation. City Council 29 — 86 2/7/2023 City of Santa Ana Agreement No.: D2202006 Project No.: 3010038-002C Page 21 of 49 (b) The Recipient may issue additional parity or subordinate debt only if all of the following conditions are met: Net Revenues in the most recent Fiscal Year, excluding transfers from a rate stabilization fund, if any, meet the ratio for rate covenants set forth in this Exhibit with respect to any outstanding and proposed additional obligations; The Recipient is in compliance with any reserve fund requirement of this Obligation. B.5 NO LIENS. The Recipient must not make any pledge of or place any lien on the Project, System, or Revenues except as otherwise provided or permitted by this Agreement. City Council 29 — 87 2/7/2023 City of Santa Ana Agreement No.: D2202006 Project No.: 3010038-002C Page 22 of 49 EXHIBIT C—GENERAL & PROGRAMMATIC TERMS & CONDITIONS C.1 REPRESENTATIONS & WARRANTIES The Recipient represents, warrants, and commits to the following as of the Eligible Work Start Date and continuing thereafter for the term of this Agreement. C.1.1 Application and General Recipient Commitments. The Recipient has not made any untrue statement of a material fact in its application for this financial assistance, or omitted to state in its application a material fact that makes the statements in its application not misleading. The Recipient agrees to comply with all terms, provisions, conditions, and commitments of this Agreement, including all incorporated documents. The Recipient agrees to fulfill all assurances, declarations, representations, and commitments in its application, accompanying documents, and communications filed in support of its request for funding under this Agreement. C.1.2 Authorization and Validity The execution and delivery of this Agreement, including all incorporated documents, has been duly authorized by the Recipient. Upon execution by both parties, this Agreement constitutes a valid and binding obligation of the Recipient, enforceable in accordance with its terms, except as such enforcement may be limited by law. C.1.3 No Violations. The execution, delivery, and performance by Recipient of this Agreement, including all incorporated documents, do not violate any provision of any law or regulation in effect as of the date of execution of this Agreement by the Recipient, or result in any breach or default under any contract, obligation, indenture, or other instrument to which Recipient is a party or by which Recipient is bound as of the date of execution of this Agreement by the Recipient. C.1.4 No Litigation. There are, as of the date of execution of this Agreement by the Recipient, no pending or, to Recipient's knowledge, threatened actions, claims, investigations, suits, or proceedings before any governmental authority, court, or administrative agency which materially affect the financial condition or operations of the Recipient, the System, the Revenues, and/or the Project. There are no proceedings, actions, or offers by a public entity to acquire by purchase or the power of eminent domain the System or any of the real or personal property related to or necessary for the Project. C.1.5 Property Rights and Water Rights. The Recipient owns or has sufficient property rights in the Project property for the longer of the Useful Life or the term of this Agreement, either in fee simple or for a term of years that is not subject to third -party revocation during the Useful Life of the Project. Exhibit C City Council 29 — 88 2/7/2023 City of Santa Ana Agreement No.: D2202006 Project No.: 3010038-002C Page 23 of 49 The Recipient possesses all water rights necessary for this Project. C.1.6 Solvency and Insurance. None of the transactions contemplated by this Agreement will be or have been made with an actual intent to hinder, delay, or defraud any present or future creditors of Recipient. The Recipient is solvent and will not be rendered insolvent by the transactions contemplated by this Agreement. The Recipient is able to pay its debts as they become due. The Recipient maintains sufficient insurance coverage considering the scope of this Agreement, including, for example but not necessarily limited to, general liability, automobile liability, workers compensation and employer liability, professional liability. C.1.7 Legal Status and Eligibility. The Recipient is duly organized and existing and in good standing under the laws of the State of California. Recipient must at all times maintain its current legal existence and preserve and keep in full force and effect its legal rights and authority. The Recipient acknowledges that changes to its legal or financial status may affect its eligibility for funding under this Agreement and commits to maintaining its eligibility. Within the preceding ten years, the Recipient has not failed to demonstrate compliance with state or federal audit disallowances. C.1.8 Financial Statements and Continuing Disclosure. The financial statements of Recipient previously delivered to the State Water Board as of the date(s) set forth in such financial statements: (a) are materially complete and correct; (b) present fairly the financial condition of the Recipient; and (c) have been prepared in accordance with GAAP. Since the date(s) of such financial statements, there has been no material adverse change in the financial condition of the Recipient, nor have any assets or properties reflected on such financial statements been sold, transferred, assigned, mortgaged, pledged or encumbered, except as previously disclosed in writing by Recipient and approved in writing by the State Water Board. The Recipient is current in its continuing disclosure obligations associated with its material debt, if any. C.1.9 System Obligations The Recipient has no System Obligations other than those defined in this Agreement. C.1.10 No Other Material Debt. The Recipient has no Material Obligations other than System Obligations. C.1.11 Compliance with State Water Board Funding Agreements. The Recipient represents that it is in compliance with all State Water Board funding agreements to which it is a party. C.2 DEFAULTS AND REMEDIES In addition to any other remedy set forth in this Agreement, the following remedies are available under this Agreement. Exhibit C City Council 29 — 89 2/7/2023 City of Santa Ana Agreement No.: D2202006 Project No.: 3010038-002C Page 24 of 49 C.2.1 Return of Funds; Acceleration; and Additional Payments. Notwithstanding any other provision of this Agreement, if the Division determines that an Event of Default has occurred, the Recipient may be required, upon demand, immediately to do each of the following: i. return to the State Water Board any grant or principal forgiveness amounts received pursuant to this Agreement; ii. accelerate the payment of any principal owed under this Agreement, all of which shall be immediately due and payable; iii. pay interest at the highest legal rate on all of the foregoing; and V. pay any Additional Payments. C.2.3 Administrative remedies. Whenever the State Water Board determines that the Recipient, the Recipient's contractor, consultant, employee, agent, assignee, or grantee has violated any requirement or term of the Agreement, the State Water Board may impose civil penalties in accordance with Water Code, section 13497. The State Water Board may impose civil liability administratively against the Recipient or the Recipient's consultant or contractor or other agent furnishing any information related to funds disbursed or costs claimed for reimbursement if the Recipient or the Recipient's consultant or contractor or other agent fails to personally attest that the information is true, accurate, and complete the best of one's knowledge. (Wat. Code, § 13498.) The State Water Board may impose civil liability administratively against any person who makes a misrepresentation in any submittal to the State Water Board, including, but not limited to, an application, report, certification, record, invoice, form, or other document that is submitted to the State Water Board relating to a financial assistance agreement. (Wat. Code, § 13499.) C.2.4 Judicial remedies. Whenever the State Water Board determines that an Event of Default shall have occurred, the State Water Board may enforce its rights under this Agreement by any judicial proceeding, whether at law or in equity. Without limiting the generality of the foregoing, the State Water Board may: i. by suit in equity, require the Recipient to account for amounts relating to this Agreement as if the Recipient were the trustee of an express trust; ii. by mandamus or other proceeding, compel the performance by the Recipient and any of its officers, agents, and employees of any duty under the law or of any obligation or covenant under this Agreement, including but not limited to the imposition and collection of rates for the services of the System sufficient to meet all requirements of this Agreement; and iii. take whatever action at law or in equity as may appear necessary or desirable to the State Water Board to collect the Payments then due or thereafter to become due, or to enforce performance of any obligation or covenant of the Recipient under this Agreement. Upon the filing of a suit or other commencement of judicial proceedings to enforce the rights of the State Water Board under this Agreement, the State Water Board may make application for the appointment of a receiver or custodian of the Revenues, pending such proceeding, with such power as the court making such appointment may confer. C.2.5 Termination. Upon an Event of Default, the State Water Board may terminate this Agreement. Interest shall accrue on all amounts due at the highest legal rate of interest from the date that the State Water Board delivers notice of termination to the Recipient. Exhibit C City Council 29 — 90 2/7/2023 City of Santa Ana Agreement No.: D2202006 Project No.: 3010038-002C Page 25 of 49 C.2.6 Damages for Breach of Tax -Exempt Status. In the event that any breach of any of the provisions of this Agreement by the Recipient results in the loss of tax-exempt status for any bonds of the State or any subdivision or agency thereof, or if such breach results in an obligation on the part of the State or any subdivision or agency thereof to reimburse the federal government by reason of any arbitrage profits, the Recipient must immediately reimburse the State or any subdivision or agency thereof in an amount equal to any damages paid by or loss incurred by the State or any subdivision or agency thereof due to such breach. C.2.7 Damages for Breach of Federal Conditions. In the event that any breach of any of the provisions of this Agreement by the Recipient results in the failure of Project Funds to be used pursuant to the provisions of this Agreement, or if such breach results in an obligation on the part of the State or any subdivision or agency thereof to reimburse the federal government, the Recipient must immediately reimburse the State or any subdivision or agency thereof in an amount equal to any damages paid by or loss incurred by the State or any subdivision or agency thereof due to such breach. C.2.8 Remedies and Limitations. None of the remedies available to the State Water Board shall be exclusive of any other remedy, and each such remedy shall be cumulative and in addition to every other remedy given hereunder or now or hereafter existing at law or in equity. The State Water Board may exercise any remedy, now or hereafter existing, without exhausting and without regard to any other remedy. Any claim of the Recipient is limited to the rights and remedies provided to the Recipient under this Agreement and is subject to the claims procedures provided to the Recipient under this Agreement. C.2.9 Non -Waiver. Nothing in this Agreement shall affect or impair the Recipient's Obligation to pay Payments as provided herein or shall affect or impair the right of the State Water Board to bring suit to enforce such payment. No delay or omission of the State Water Board in the exercise of any right arising upon an Event of Default shall impair any such right or be construed to be a waiver of any such Event of Default. The State Water Board may exercise from time to time and as often as shall be deemed expedient by the State Water Board, any remedy or right provided by law or pursuant to this Agreement. C.2.10 Status Quo. If any action to enforce any right or exercise any remedy shall be brought and either discontinued or determined adversely to the State Water Board, then the State Water Board shall be restored to its former position, rights and remedies as if no such action had been brought. C.3 STANDARD CONDITIONS C.3.1 Access, Inspection, and Public Records. The Recipient must ensure that the State Water Board, the Governor of the State, the United States Environmental Protection Agency, the Office of Inspector General, any member of Congress, or any authorized representative of the foregoing, will have safe and suitable access to the Project site at all reasonable times during Project construction and thereafter for the term of the Agreement. The Recipient acknowledges that, except for a subset of information regarding archaeological records, the Project records and locations are public records, including but not limited to all of the submissions accompanying Exhibit C City Council 29 — 91 2/7/2023 City of Santa Ana Agreement No.: D2202006 Project No.: 3010038-002C Page 26 of 49 the application, all of the documents incorporated into this Agreement by reference, and all reports, reimbursement requests, and supporting documentation submitted hereunder. C.3.2 Accounting and Auditing Standards; Financial Management Systems; Records Retention. (a) The Recipient must maintain project accounts according to GAAP as issued by the Governmental Accounting Standards Board (GASB) or its successor. The Recipient must maintain GAAP-compliant project accounts, including GAAP requirements relating to the reporting of infrastructure assets. (b) The Recipient must comply with federal standards for financial management systems. The Recipient agrees that, at a minimum, its fiscal control and accounting procedures will be sufficient to permit preparation of reports required by the federal government and tracking of Project funds to a level of expenditure adequate to establish that such funds have not been used in violation of federal or state law or the terms of this Agreement. To the extent applicable, the Recipient is bound by, and must comply with, the provisions and requirements of the federal Single Audit Act of 1984 and 2 CFR Part 200, subpart F, and updates or revisions, thereto. (c) Without limitation of the requirement to maintain Project accounts in accordance with GAAP, the Recipient must: i. Establish an official file for the Project which adequately documents all significant actions relative to the Project; ii. Establish separate accounts which will adequately and accurately depict all amounts received and expended on the Project, including all assistance funds received under this Agreement; iii. Establish separate accounts which will adequately depict all income received which is attributable to the Project, specifically including any income attributable to assistance funds disbursed under this Agreement; iv. Establish an accounting system which will accurately depict final total costs of the Project, including both direct and Indirect Costs; V. Establish such accounts and maintain such records as may be necessary for the State to fulfill federal reporting requirements, including any and all reporting requirements under federal tax statutes or regulations; and vi. If Force Account is used by the Recipient for any phase of the Project, other than for planning, design, and construction engineering and administration provided for by allowance, accounts will be established which reasonably document all employee hours charged to the Project and the associated tasks performed by each employee. (d) The Recipient must maintain separate books, records and other material relative to the Project. The Recipient must also retain such books, records, and other material for itself and for each contractor or subcontractor who performed or performs work on this project for a minimum of thirty-six (36) years after Completion of Construction. The Recipient must require that such books, records, and other material are subject at all reasonable times (at a minimum during normal business hours) to inspection, copying, and audit by the State Water Board, the California State Auditor, the Bureau of State Audits, the United States Environmental Protection Agency (USEPA), the Office of Inspector General, the Internal Revenue Service, the Governor, or any authorized representatives of the aforementioned. The Recipient must allow and must require its contractors to allow interviews during normal business hours of any employees who might reasonably have information related to such records. The Recipient agrees to include a similar duty regarding audit, interviews, and records retention in any contract or subcontract related to the performance of this Agreement. The provisions of this section survive the term of this Agreement. Exhibit C City Council 29 — 92 2/7/2023 City of Santa Ana Agreement No.: D2202006 Project No.: 3010038-002C Page 27 of 49 C.3.3 Amendment. No amendment or variation of the terms of this Agreement shall be valid unless made in writing and signed by both the Recipient and the Deputy Director or designee. Requests for amendments must be in writing and directed to the contact listed in Section 4 and to the Division's Chief of Loans and Grants Administration Section. C.3.4 Assignability. This Agreement is not assignable by the Recipient, either in whole or in part, without the consent of the State Water Board in the form of a formal written amendment to this Agreement. C.3.5 Audit. (a) The Division may call for an audit of financial information relative to the Project if the Division determines that an audit is desirable to assure program integrity or if an audit becomes necessary because of state or federal requirements. If an audit is called for, the audit must be performed by a certified public accountant independent of the Recipient and at the cost of the Recipient. The audit must be in the form required by the Division. (b) Audit disallowances must be returned to the State Water Board. C.3.6 Bonding. Where contractors are used, the Recipient must not authorize construction to begin until each contractor has furnished a performance bond in favor of the Recipient in the following amounts: faithful performance (100%) of contract value; labor and materials (100%) of contract value. This requirement shall not apply to any contract for less than $25,000.00. C.3.7 Competitive Bidding Recipient must adhere to any applicable state law or local ordinance for competitive bidding and applicable labor laws. C.3.8 Compliance with Applicable Laws, Rules, and Requirements. The Recipient must, at all times, comply with and require its contractors and subcontractors to comply with all applicable federal and state laws, rules, guidelines, regulations, and requirements. Without limitation of the foregoing, to the extent applicable, the Recipient must: (a) Comply with the provisions of the adopted environmental mitigation plan, if any, for the term of this Agreement; (b) Comply with the Policy; and (c) Comply with and require compliance with the state and federal requirements set forth elsewhere in this Agreement. C.3.9 Computer Software. The Recipient certifies that it has appropriate systems and controls in place to ensure that state funds will not be used in the performance of this Agreement for the acquisition, operation or maintenance of computer software in violation of copyright laws. Exhibit C City Council 29 — 93 2/7/2023 City of Santa Ana Agreement No.: D2202006 Project No.: 3010038-002C Page 28 of 49 C.3.10 Conflict of Interest. The Recipient certifies that its owners, officers, directors, agents, representatives, and employees are in compliance with applicable state and federal conflict of interest laws. C.3.11 Continuous Use of Project; No Lease, Sale, Transfer of Ownership, or Disposal of Project. The Recipient agrees that, except as provided in this Agreement, it will not abandon, substantially discontinue use of, lease, sell, transfer ownership of, or dispose of all or a significant part or portion of the Project during the Useful Life of the Project without prior written approval of the Division. Such approval may be conditioned as determined to be appropriate by the Division, including a condition requiring repayment of all disbursed Project Funds or all or any portion of all remaining funds covered by this Agreement together with accrued interest and any penalty assessments that may be due. C.3.12 Data Management. The Recipient will undertake appropriate data management activities so that Project data can be incorporated into statewide data systems. C.3.13 Disputes. (a) The Recipient may appeal a staff decision within 30 days to the Deputy Director of the Division or designee, for a final Division decision. The Recipient may appeal a final Division decision to the State Water Board within 30 days. The Office of the Chief Counsel of the State Water Board will prepare a summary of the dispute and make recommendations relative to its final resolution, which will be provided to the State Water Board's Executive Director and each State Water Board Member. Upon the motion of any State Water Board Member, the State Water Board will review and resolve the dispute in the manner determined by the State Water Board. Should the State Water Board determine not to review the final Division decision, this decision will represent a final agency action on the dispute. (b) This clause does not preclude consideration of legal questions, provided that nothing herein shall be construed to make final the decision of the State Water Board, or any official or representative thereof, on any question of law. (c) Recipient must continue with the responsibilities under this Agreement during any dispute. (d) This section relating to disputes does not establish an exclusive procedure for resolving claims within the meaning of Government Code sections 930 and 930.4. C.3.14 [Reserved] C 3.15. Environmental Clearance. (a) No work that is subject to CEQA or NEPA may proceed under this Agreement unless the State Water Board has provided environmental clearance. The State Water Board may require changes in the scope of work or additional mitigation as a condition to providing construction or implementation funding under this Agreement. Recipient shall not perform any work subject to CEQA and/or NEPA before the State Water Board completes its environmental review and specifies any changes in scope or additional mitigation that may be required. Proceeding with work subject to CEQA and/or NEPA without approval by the State Water Board shall constitute a breach of a material provision of this Agreement. Exhibit C City Council 29 — 94 2/7/2023 City of Santa Ana Agreement No.: D2202006 Project No.: 3010038-002C Page 29 of 49 (b) If this Project includes modification of a river or stream channel, the Recipient must fully mitigate environmental impacts resulting from the modification. The Recipient must provide documentation that the environmental impacts resulting from such modification will be fully mitigated considering all of the impacts of the modification and any mitigation, environmental enhancement, and environmental benefit resulting from the Project, and whether, on balance, any environmental enhancement or benefit equals or exceeds any negative environmental impacts of the Project. C.3.16 Governing Law. This Agreement is governed by and shall be interpreted in accordance with the laws of the State of California. C.3.17 Income Restrictions. The Recipient agrees that any refunds, rebates, credits, or other amounts (including any interest thereon) accruing to or received by the Recipient under this Agreement must be paid by the Recipient to the State Water Board, to the extent that they are properly allocable to costs for which the Recipient has been reimbursed by the State Water Board under this Agreement. C.3.18 Indemnification and State Reviews. The parties agree that review or approval of Project plans and specifications by the State Water Board is for administrative purposes only, including conformity with application and eligibility criteria, and expressly not for the purposes of design defect review or construction feasibility, and does not relieve the Recipient of its responsibility to properly plan, design, construct, operate, and maintain the Project. To the extent permitted by law, the Recipient agrees to indemnify, defend, and hold harmless the State Water Board, the Bank, and any trustee, and their officers, employees, and agents for the Bonds, if any (collectively, 'Indemnified Persons"), against any loss or liability arising out of any claim or action brought against any Indemnified Persons from and against any and all losses, claims, damages, liabilities, or expenses, of every conceivable kind, character, and nature whatsoever arising out of, resulting from, or in any way connected with (1) the System or the Project or the conditions, occupancy, use, possession, conduct, or management of, work done in or about, or the planning, design, acquisition, installation, or construction, of the System or the Project or any part thereof; (2) the carrying out of any of the transactions contemplated by this Agreement or any related document; (3) any violation of any applicable law, rule or regulation, any environmental law (including, without limitation, the Federal Comprehensive Environmental Response, Compensation and Liability Act, the Resource Conservation and Recovery Act, the California Hazardous Substance Account Act, the Federal Water Pollution Control Act, the Clean Air Act, the Toxic Substances Control Act, the Occupational Safety and Health Act, the Safe Drinking Water Act, the California Hazardous Waste Control Law, and California Water Code Section 13304, and any successors to said laws), rule or regulation or the release of any toxic substance on or near the System or the Project; or (4) any untrue statement or alleged untrue statement of any material fact or omission or alleged omission to state a material fact necessary to make the statements required to be stated therein, in light of the circumstances under which they were made, not misleading with respect to any information provided by the Recipient for use in any disclosure document utilized in connection with any of the transactions contemplated by this Agreement, except those arising from the gross negligence or willful misconduct of the Indemnified Persons. The Recipient must also provide for the defense and indemnification of the Indemnified Persons in any contractual provision extending indemnity to the Recipient in any contract let for the performance of any work under this Agreement, and must cause the Indemnified Persons to be included within the scope of any provision for the indemnification and defense of the Recipient in any contract or subcontract. To the fullest extent permitted by law, the Recipient agrees to pay and discharge any judgment or award entered or made against Indemnified Persons with respect to any such claim or action, and any settlement, compromise or other voluntary resolution. The provisions of this section survive the term of this Agreement. Exhibit C City Council 29 — 95 2/7/2023 City of Santa Ana Agreement No.: D2202006 Project No.: 3010038-002C Page 30 of 49 C.3.19 Independent Actor. The Recipient, and its agents and employees, if any, in the performance of this Agreement, shall act in an independent capacity and not as officers, employees, or agents of the State Water Board. C.3.20 Integration. This Agreement constitutes the complete and final agreement between the parties. No oral or written understanding or agreement not incorporated in this Agreement shall be binding on either party. C.3.21 Leveraging Covenants. (a) Notwithstanding any other provision hereof, the Recipient covenants and agrees that it will comply with the Tax Covenants set forth in Exhibit F of this Agreement. (b) The Recipient covenants to furnish such financial, operating and other data pertaining to the Recipient as may be requested by the State Water Board to: (i) enable the State Water Board to cause the issuance of Bonds and provide for security therefor; or (ii) enable any underwriter of Bonds issued for the benefit of the State Water Board to comply with Rule 15c2-12(b)(5). (c) The Recipient further covenants to provide the State Water Board with copies of all continuing disclosure documents or reports that are disclosed pursuant to (i) the Recipient's continuing disclosure undertaking or undertakings made in connection with any outstanding System Obligation, (ii) the terms of any outstanding System Obligation, or (iii) a voluntary disclosure of information related to an outstanding System Obligation. The Recipient must disclose such documents or reports to the State Water Board at the same time such documents or reports are submitted to any dissemination agent, trustee, nationally recognized municipal securities information repository, the Municipal Securities Rulemaking Board's Electronic Municipal Market Access (EMMA) website or other person or entity. C.3.22 No Discrimination. (a) The Recipient must comply with Government Code section 11135 and the implementing regulations (Cal. Code Regs, tit. 2, § 11140 et seq.), including, but not limited to, ensuring that no person is unlawfully denied full and equal access to the benefits of, or unlawfully subjected to discrimination in the operation of, the Project or System on the basis of sex, race, color, religion, ancestry, national origin, ethnic group identification, age, mental disability, physical disability, medical condition, genetic information, marital status, or sexual orientation as such terms are defined under California law, for as long as the Recipient retains ownership or possession of the Project. (b) If Project Funds are used to acquire or improve real property, the Recipient must include a covenant of nondiscrimination running with the land in the instrument effecting or recording the transfer of such real property. (c) The Recipient must comply with the federal American with Disabilities Act of 1990 and implementing regulations as required by Government Code section 11135(b). (d) The Recipient's obligations under this section shall survive the term of this Agreement. (e) During the performance of this Agreement, Recipient and its contractors and subcontractors must not unlawfully discriminate, harass, or allow harassment against any employee or applicant for employment because of sex, race, color, ancestry, religious creed, national origin, sexual orientation, physical disability (including HIV and AIDS), mental disability, medical condition (cancer), age (over 40), marital Exhibit C City Council 29 — 96 2/7/2023 City of Santa Ana Agreement No.: D2202006 Project No.: 3010038-002C Page 31 of 49 status, denial of family care leave, or genetic information, gender, gender identity, gender expression, or military and veteran status. (f) The Recipient, its contractors, and subcontractors must ensure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment. (g) The Recipient, its contractors, and subcontractors must comply with the provisions of the Fair Employment and Housing Act and the applicable regulations promulgated thereunder. (Gov. Code, §12990, subds. (a)-(f) et seq.;Cal. Code Regs., tit. 2, § 7285 et seq.) Such regulations are incorporated into this Agreement by reference and made a part hereof as if set forth in full. (h) The Recipient, its contractors, and subcontractors must comply with all applicable federal civil rights regulations, including statutory and national policy requirements. (2 CFR § 200.300). This includes, to the greatest extent practicable and to the extent permitted by law, the requirement to respect and protect the freedom of persons and organizations to engage in political and religious speech. (Executive Order 13798). (i) The Recipient, its contractors, and subcontractors must give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement. Q) The Recipient must include the nondiscrimination and compliance provisions of this clause in all subcontracts to perform work under this Agreement. C.3.23 No Third Party Rights. The parties to this Agreement do not create rights in, or grant remedies to, any third party as a beneficiary of this Agreement, or of any duty, covenant, obligation, or undertaking established herein. C.3.24 No Obligation of the State. Any obligation of the State Water Board herein contained shall not be an obligation, debt, or liability of the State and any such obligation shall be payable solely out of the moneys encumbered pursuant to this Agreement. C.3.25 Notice. Upon the occurrence of any of the following events, the Recipient must provide notice as set forth below. (a) Within 24 hours of the following, the Recipient must notify the Division by phone at (916) 327-9978 and by email to Johnpaul.BlancoCcDwaterboards.ca.gov; Uven.trinh- Ie(o)waterboards.ca.00v and DrinkingWaterSRF@waterboards.ca.gov: i. The seizure of, or levy on, any Revenues securing this Agreement; ii. Any discovery of any potential tribal cultural resource and/or archaeological or historical resource. Should a potential tribal cultural resource and/or archaeological or historical resource be discovered during construction or Project implementation, the Recipient must ensure that all work in the area of the find will cease until a qualified archaeologist has evaluated the situation and made recommendations regarding preservation of the resource, and the Division has determined what actions should be taken to protect and preserve the resource. The Recipient must implement appropriate actions as directed by the Division. (b) Within five (5) business days, the Recipient must notify the Division by phone at (916) 327-9978; by email to Lance.Reese@waterboards.ca.gov Johnpaul.Blancoa.waterboards.ca.gov; Uven.trinh-leCdwaterboards.ca.gov and Exhibit C City Council 29 — 97 2/7/2023 City of Santa Ana Agreement No.: D2202006 Project No.: 3010038-002C Page 32 of 49 DrinkingWaterSRF@waterboards.ca.gov; and by mail to the contact address set forth in Section 4 of this Agreement of the occurrence of any of the following events: i. Bankruptcy, insolvency, receivership or similar event of the Recipient, or actions taken in anticipation of any of the foregoing; ii. Change of ownership of the Project or the System or change of management or service contracts, if any, for operation of the System; iii. Loss, theft, damage, or impairment to Project, the Revenues or the System; iv. Failure to meet any debt service coverage test in Exhibit B of this Agreement; v. Draws on the Reserve Fund; vi. Listed Events and Events of Default, except as otherwise set forth in this section; vii. Failure to observe or perform any covenant or comply with any condition in this Agreement; viii. An offer from a public entity to purchase the Project or the System or any portion thereof, or any of the real or personal property related to or necessary for the Project; ix. A proceeding or action by a public entity to acquire the Project or the System by power of eminent domain; x. Incurrence of a System Obligation or other Material Obligation by the Recipient; or A. A default, event of acceleration, termination event, modification of terms, or other similar event under the terms of a System Obligation or other Material Obligation of the Recipient, any of which reflect financial difficulties. (c) Within ten (10) business days, the Recipient must notify the Division by phone at (916) 327-9978, by email to Johnpaul.Blanco(a).waterboards.ca.gov; Uven.trinh- le(a)waterboards.ca.00v and DrinkingWaterSRF@waterboards.ca.gov, and by mail to the contact address set forth in Section 4 of this Agreement of the following events: i. Material defaults on Material Obligations, other than this Obligation; ii. Unscheduled draws on material debt service reserves or credit enhancements, reflecting financial difficulties; iii. Substitution of credit or liquidity providers, if any or their failure to perform; iv. Any litigation pending or threatened with respect to the Project or the Recipient's technical, managerial or financial capacity to operate the System or the Recipient's continued existence; v. Circulation of a petition to repeal, reduce, or otherwise challenge the Recipient's rates for services of the System; vi. Consideration of dissolution, or disincorporation, or any other event that could materially impair the Revenues; vii. Adverse tax opinions, the issuance by the Internal Revenue Service or proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701- TEB) or other material notices of determinations with respect to the tax status of any tax-exempt bonds; viii. Rating changes on outstanding System Obligations, if any; ix. Issuance of additional Parity Obligations; x. Enforcement actions by or brought on behalf of the State Water Board or Regional Water Board; or A. Any investigation by the District Attorney, California State Auditor, Bureau of State Audits, United States Environmental Protection Agency's Office of Inspector General, the Internal Revenue Service, Securities and Exchange Commission, a grand jury, or any other state or federal agency, relating to the Recipient's financial management, accounting procedures, or internal fiscal controls; Exhibit C City Council 29 — 98 2/7/2023 City of Santa Ana Agreement No.: D2202006 Project No.: 3010038-002C Page 33 of 49 (d) The Recipient must notify the Division promptly by phone at (916) 327-9978, by email to Johnpaul.Blanco@waterboards.ca.gov; Uyen.trinh-le(awaterboards.ca.gov and DrinkingWaterSRF@waterboards.ca.gov, and by mail to the contact address set forth in Section 4 of this Agreement of any of the following events: i. The discovery of a false statement of fact or representation made in this Agreement or in the application to the Division for this financial assistance, or in any certification, report, or request for reimbursement made pursuant to this Agreement, by the Recipient, its employees, agents, or contractors; ii. Any substantial change in scope of the Project. The Recipient must undertake no substantial change in the scope of the Project until prompt written notice of the proposed change has been provided to the Division and the Division has given written approval for the change; iii. Cessation of all major construction work on the Project where such cessation of work is expected to or does extend for a period of thirty (30) days or more; iv. Any circumstance, combination of circumstances, or condition, which is expected to or does delay Completion of Construction for a period of ninety (90) days or more; v. Discovery of any unexpected endangered or threatened species, as defined in the federal Endangered Species Act. Should a federally protected species be unexpectedly encountered during construction of the Project, the Recipient agrees to promptly notify the Division. This notification is in addition to the Recipient's obligations under the federal Endangered Species Act; vi. Any Project monitoring, demonstration, or other implementation activities required in Exhibit A or Exhibit D of this Agreement, if any; vii. Any public or media event publicizing the accomplishments and/or results of this Agreement and provide the opportunity for attendance and participation by state representatives with at least ten (10) working days' notice to the Division; viii. Any allegation of research misconduct involving research activities that are supported in whole or in part with EPA funds under this Project, as required by Exhibit C.4.3(xxvii); ix. Any events requiring notice to the Division pursuant to the provisions of this Agreement; x. Completion of Construction of the Project, and actual Project Completion; A. The award of the prime construction contract for the Project; xii. Initiation of construction of the Project. C.3.26 Operation and Maintenance; Insurance. The Recipient agrees to sufficiently and properly staff, operate and maintain all portions of the System during the Useful Life of the Project in accordance with all applicable state and federal laws, rules, and regulations. The Recipient will procure and maintain or cause to be maintained insurance on the System with responsible insurers, or as part of a reasonable system of self-insurance, in such amounts and against such risks (including damage to or destruction of the System) as are usually covered in connection with systems similar to the System. Such insurance may be maintained by a self-insurance plan so long as such plan provides for (i) the establishment by the Recipient of a separate segregated self-insurance fund in an amount determined (initially and on at least an annual basis) by an independent insurance consultant experienced in the field of risk management employing accepted actuarial techniques and (ii) the establishment and maintenance of a claims processing and risk management program. Exhibit C City Council 29 — 99 2/7/2023 City of Santa Ana Agreement No.: D2202006 Project No.: 3010038-002C Page 34 of 49 In the event of any damage to or destruction of the System caused by the perils covered by such insurance, the net proceeds thereof shall be applied to the reconstruction, repair or replacement of the damaged or destroyed portion of the System. The Recipient must begin such reconstruction, repair or replacement as expeditiously as possible, and must pay out of such net proceeds all costs and expenses in connection with such reconstruction, repair or replacement so that the same must be completed and the System must be free and clear of all claims and liens. If such net proceeds are insufficient to reconstruct, repair, or restore the System to the extent necessary to enable the Recipient to pay all remaining unpaid principal portions of the Payments, if any, in accordance with the terms of this Agreement, the Recipient must provide additional funds to restore or replace the damaged portions of the System. Recipient agrees that for any policy of insurance concerning or covering the construction of the Project, it will cause, and will require its contractors and subcontractors to cause, a certificate of insurance to be issued showing the State Water Board, its officers, agents, employees, and servants as additional insured; and must provide the Division with a copy of all such certificates prior to the commencement of construction of the Project. C.3.27 Permits, Subcontracting, and Remedies. Recipient must procure all permits, licenses and other authorizations necessary to accomplish the work contemplated in this Agreement, pay all charges and fees, and give all notices necessary and incidental to the due and lawful prosecution of the work. Signed copies of any such permits or licenses must be submitted to the Division before any construction begins. The Recipient must not contract or allow subcontracting with excluded parties. The Recipient must not contract with any party who is debarred or suspended or otherwise excluded from or ineligible for participation in any work overseen, directed, funded, or administered by the State Water Board program for which this funding is authorized. For any work related to this Agreement, the Recipient must not contract with any individual or organization on the State Water Board's List of Disqualified Businesses and Persons that is identified as debarred or suspended or otherwise exduded from or ineligible for participation in any work overseen, directed, funded, or administered by the State Water Board program for which funding under this Agreement is authorized. The State Water Board's List of Disqualified Businesses and Persons is located at http7Hwww.waterboards.ca.gov/water issues/programs/enforcement/fwa/dbp.shtml C.3.28 Professionals. The Recipient agrees that only licensed professionals will be used to perform services under this Agreement where such services are called for. All technical reports required pursuant to this Agreement that involve planning, investigation, evaluation, design, or other work requiring interpretation and proper application of engineering, architectural, or geologic sciences, shall be prepared by or under the direction of persons registered to practice in California pursuant to Business and Professions Code, sections 5536.1, 6735, 7835, and 7835.1. To demonstrate compliance with California Code of Regulations, title 16 sections 415 and 3065, all technical reports must contain a statement of the qualifications of the responsible registered professional(s). As required by these laws, completed technical reports must bear the signature(s) and seal(s) of the registered professional(s) in a manner such that all work can be clearly attributed to the professional responsible for the work. C.3.29 Prevailing Wages. The Recipient agrees to be bound by all applicable provisions of State Labor Code regarding prevailing wages. The Recipient must monitor all agreements subject to reimbursement from this Agreement to ensure that the prevailing wage provisions of the State Labor Code are being met. Exhibit C City Council 29 — 100 2/7/2023 City of Santa Ana Agreement No.: D2202006 Project No.: 3010038-002C Page 35 of 49 In addition, the Recipient agrees to comply with the Davis -Bacon provisions incorporated by reference in Section 3 of this Agreement. C.3.30 Public Funding. This Project is publicly funded. Any service provider or contractor with which the Recipient contracts must not have any role or relationship with the Recipient, that, in effect, substantially limits the Recipient's ability to exercise its rights, including cancellation rights, under the contract, based on all the facts and circumstances. C.3.31 Recipient's Responsibility for Work. The Recipient shall be responsible for all work and for persons or entities engaged in work performed pursuant to this Agreement, including, but not limited to, contractors, subcontractors, suppliers, and providers of services. The Recipient shall be responsible for responding to any and all disputes arising out of its contracts for work on the Project. The State Water Board will not mediate disputes between the Recipient and any other entity concerning responsibility for performance of work. C.3.32 Related Litigation. Under no circumstances may the Recipient use funds from any reimbursement under this Agreement to pay costs associated with any litigation the Recipient pursues against the State Water Board or any Regional Water Quality Control Board. Regardless of the outcome of any such litigation, and notwithstanding any conflicting language in this Agreement, the Recipient agrees to repay all of the disbursed funds plus interest in the event that Recipient does not complete the project. C.3.33 Rights in Data. The Recipient agrees that all data, plans, drawings, specifications, reports, computer programs, operating manuals, notes, and other written or graphic work produced in the performance of this Agreement are subject to the rights of the State as set forth in this section. The State shall have the right to reproduce, publish, and use all such work, or any part thereof, in any manner and for any purposes whatsoever and to authorize others to do so. If any such work is copyrightable, the Recipient may copyright the same, except that, as to any work which is copyrighted by the Recipient, the State reserves a royalty -free, nonexclusive, and irrevocable license to reproduce, publish, and use such work, or any part thereof, and to authorize others to do so, and to receive electronic copies from the Recipient upon request. C.3.34 State Water Board Action; Costs and Attorney Fees. Any remedy provided in this Agreement is in addition to and not in derogation of any other legal or equitable remedy available to the State Water Board as a result of breach of this Agreement by the Recipient, whether such breach occurs before or after completion of the Project, and exercise of any remedy provided by this Agreement by the State Water Board shall not preclude the State Water Board from pursuing any legal remedy or right which would otherwise be available. In the event of litigation between the parties hereto arising from this Agreement, it is agreed that each party shall bear its own costs and attorney fees. C.3.35 Timeliness. Time is of the essence in this Agreement. Exhibit C City Council 29 — 101 2/7/2023 City of Santa Ana Agreement No.: D2202006 Project No.: 3010038-002C Page 36 of 49 C.3.36 Unenforceable Provision. In the event that any provision of this Agreement is unenforceable or held to be unenforceable, then the parties agree that all other provisions of this Agreement have force and effect and shall not be affected thereby. C.3.37 Venue. Any action arising out of this Agreement shall be filed and maintained in the Superior Court in and for the County of Sacramento, California. C.3.38 Waiver and Rights of the State Water Board. Any waiver of rights by the State Water Board with respect to a default or other matter arising under this Agreement at any time shall not be considered a waiver of rights with respect to any other default or matter. Any rights and remedies of the State Water Board provided for in this Agreement are in addition to any other rights and remedies provided by law. CA MISCELLANEOUS STATE AND FEDERAL REQUIREMENTS C.4.1 [Reserved] C.4.2 State Cross -Cutters. Recipient represents that, as applicable, it complies and covenants to maintain compliance with the following for the term of the Agreement: i. The California Environmental Quality Act (CEQA), as set forth in Public Resources Code 21000 et seq. and in the CEQA Guidelines at Title 14, Division 6, Chapter 3, Section 15000 et seq. ii. Water Conservation requirements, including regulations in Division 3 of Title 23 of the California Code of Regulations. iii. Monthly Water Diversion Reporting requirements, including requirements set forth in Water Code section 5103. iv. Public Works Contractor Registration with Department of Industrial Relations requirements, including requirements set forth in Sections 1725.5 and 1771.1 of the Labor Code. V. Volumetric Pricing & Water Meters requirements, including the requirements of Water Code sections 526 and 527. vi. Urban Water Management Plan requirements, including the Urban Water Management Planning Act (Water Code, § 10610 et sec.). vii. Urban Water Demand Management requirements, including the requirements of Section 10608.56 of the Water Code. viii. Delta Plan Consistency Findings requirements, including the requirements of Water Code section 85225 and California Code of Regulations, title 23, section 5002. Exhibit C City Council 29 — 102 2/7/2023 City of Santa Ana Agreement No.: D2202006 Project No.: 3010038-002C Page 37 of 49 ix. Agricultural Water Management Plan Consistency requirements, including the requirements of Water Code section 10852. X. Charter City Project Labor Requirements, including the requirements of Labor Code section 1782 and Public Contract Code section 2503. C.4.3 Federal Requirements and Cross -Cutters for SRF Funding. The Recipient acknowledges, warrants compliance with, and covenants to continuing compliance with the following federal terms and conditions for the Useful Life of the Project: Unless the Recipient has obtained a waiver from USEPA on file with the State Water Board or unless this Project is not a project for the construction, alteration, maintenance or repair of a public water system or treatment work, the Recipient shall not purchase "iron and steel products" produced outside of the United States on this Project. Unless the Recipient has obtained a waiver from USEPA on file with the State Water Board or unless this Project is not a project for the construction, alteration, maintenance or repair of a public water system or treatment work, the Recipient hereby certifies that all "iron and steel products' used in the Project were or will be produced in the United States. For purposes of this section, the term "iron and steel products" means the following products made primarily of iron or steel: lined or unlined pipes and fittings, manhole covers and other municipal castings, hydrants, tanks, flanges, pipe clamps and restraints, valves, structural steel, reinforced precast concrete, and construction materials. "Steel" means an alloy that includes at least 50 percent iron, between .02 and 2 percent carbon, and may include other elements. ii. The Recipient must include in full the Wage Rate Requirements (Davis -Bacon) language incorporated by reference in Section 3 of this Agreement in all construction contracts and subcontracts. iii. The Recipient must comply with the signage requirements set forth in Exhibit A. iv. The Recipient shall notify the State Water Board and the USEPA contact of public or media events publicizing the accomplishment of significant events related to this Project and provide the opportunity for attendance and participation by federal representatives with at least ten (10) working days' notice. V. The Recipient shall comply with applicable EPA general terms and conditions found at http7//www.epa.gov/. aov//. vi. No Recipient may receive funding under this Agreement unless it has provided its Unique Entity Identifier, assigned by the System for Award management, to the State Water Board. vii. The Recipient represents and warrants that it and its principals are not excluded or disqualified from participating in this transaction as such terms are defined in Parts 180 and 1532 of Title 2 of the Code of Federal Regulations (2 CFR). If the Recipient is excluded after execution of this Agreement, the Recipient shall notify the Division within ten (10) days and shall inform the Division of the Recipient's exclusion in any request for amendment of this Agreement. The Recipient shall comply with Subpart C of Part 180 of 2 CFR, as supplemented by Subpart C of Part 1532 of 2 CFR. Such compliance is a condition precedent to the State Water Board's performance of its obligations under this Agreement. When entering into a covered transaction as defined in Parts 180 and 1532 of 2 CFR, the Recipient shall require the other party to the covered transaction to comply with Subpart C of Part 180 of 2 CFR, as supplemented by Subpart C of Part 1532 of 2 CFR. Exhibit C City Council 29 — 103 2/7/2023 City of Santa Ana Agreement No.: D2202006 Project No.: 3010038-002C Page 38 of 49 viii. To the extent applicable, the Recipient shall disclose to the State Water Board any potential conflict of interest consistent with USEPA's Final Financial Assistance Conflict of Interest Policy at https://www.epa.aov/grants/epas-final-financial-assistance-conflict-interest-policy. A conflict of interest may result in disallowance of costs. X. USEPA and the State Water Board have the right to reproduce, publish, use and authorize others to reproduce, publish and use copyrighted works or other data developed under this assistance agreement. X. Where an invention is made with Project Funds, USEPA and the State Water Board retain the right to a worldwide, nonexclusive, nontransferable, irrevocable, paid -up license to practice the invention owned by the Recipient. The Recipient must utilize the Interagency Edison extramural invention reporting system at http://iEdison.gov and shall notify the Division when an invention report, patent report, or utilization report is filed. xi. The Recipient agrees that any reports, documents, publications or other materials developed for public distribution supported by this Agreement shall contain the Disclosure statement set forth in Exhibit A. xii. The Recipient acknowledges that it is encouraged to follow guidelines established under Section 508 of the Rehabilitation Act, codified at 36 CFR Part 1194, with respect to enabling individuals with disabilities to participate in its programs supported by this Project. xiii. The Recipient, its employees, contractors and subcontractors and their employees warrants that it will not engage in severe forms of trafficking in persons, procure a commercial sex act during the term of this Agreement, or use forced labor in the performance of this Agreement. The Recipient must include this provision in its contracts and subcontracts under this Agreement. The Recipient must inform the State Water Board immediately of any information regarding a violation of the foregoing. The Recipient understands that failure to comply with this provision may subject the State Water Board to loss of federal funds. The Recipient agrees to compensate the State Water Board for any such funds lost due to its failure to comply with this condition, or the failure of its contractors or subcontractors to comply with this condition. The State Water Board may unilaterally terminate this Agreement if the Recipient that is a private entity is determined to have violated the foregoing. xiv. The Recipient certifies to the best of its knowledge and belief that: a. No federal appropriated funds have been paid or will be paid, by or on behalf of the Recipient, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement. b. If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress in connection with this Agreement, the Recipient shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions, and notify the State Water Board. The Recipient shall require this certification from all parties to any contract or agreement that the Recipient enters into and under which the Recipient incurs costs for which it seeks reimbursements under this Agreement. Exhibit C City Council 29 — 104 2/7/2023 City of Santa Ana Agreement No.: D2202006 Project No.: 3010038-002C Page 39 of 49 xv. The Recipient must comply with the following federal non-discrimination requirements: a. Title VI of the Civil Rights Act of 1964, which prohibits discrimination based on race, color, and national origin, including limited English proficiency (LEP). b. Section 504 of the Rehabilitation Act of 1973, which prohibits discrimination against persons with disabilities. c. The Age Discrimination Act of 1975, which prohibits age discrimination. d. Section 13 of the Federal Water Pollution Control Act Amendments of 1972, which prohibits discrimination on the basis of sex. e. 40 CFR Part 7, as it relates to the foregoing. xvi. Executive Order No. 11246. The Recipient shall include in its contracts and subcontracts related to the Project the following provisions: "During the performance of this contract, the contractor agrees as follows: "(a) The contractor will not discriminate against any employee or applicant for employment because of race, creed, color, or national origin. The contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, creed, color, 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 by the contracting officer setting forth the provisions of this nondiscrimination clause. "(b) The contractor will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, creed, color, or national origin. "(c) The contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice, to be provided by the agency contracting officer, advising the labor union or workers' representative of the contractor's commitments under Section 202 of Executive Order No. 11246 of September 24, 1965, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. "(d) The contractor will comply with all provisions of Executive Order No. 11246 of Sept. 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. "(e) The contractor will furnish all information and reports required by Executive Order No. 11246 of September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the contracting agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. "(f) In the event of the contractor's noncompliance with the nondiscrimination clauses of this contract or with any of such rules, regulations, or orders, this contract may be cancelled, terminated or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order No. 11246 of Sept 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order No. 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided bylaw. Exhibit C City Council 29 — 105 2/7/2023 City of Santa Ana Agreement No.: D2202006 Project No.: 3010038-002C Page 40 of 49 "(g) The contractor will include 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 No. 11246 of Sept. 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The contractor will take such action with respect to any subcontract or purchase order as the contracting agency may direct as a 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 contracting agency, the contractor may request the United States to enter into such litigation to protect the interests of the United States." xvii. The Recipient agrees to comply with the requirements of USEPA's Program for Utilization of Small, Minority and Women's Business Enterprises. xviii. Procurement Prohibitions under Section 306 of the Clean Air Act and Section 508 of the Clean Water Act, including Executive Order 11738, Administration of the Clean Air Act and the Federal Water Pollution Control Act with Respect to Federal Contracts, Grants, or Loans; 42 USC § 7606; 33 USC § 1368. Except where the purpose of this Agreement is to remedy the cause of the violation, the Recipient may not procure goods, services, or materials from suppliers excluded under the federal System for Award Management: htti)://www.sam.gov/ . xix. Uniform Relocation and Real Property Acquisition Policies Act, Pub. L. 91-646, as amended; 42 USC §§4601-4655. The Recipient must comply with the Act's implementing regulations at 49 CFR 24.101 through 24.105. xx. The Recipient agrees that if its network or information system is connected to USEPA networks to transfer data using systems other than the Environmental Information Exchange Network or USEPA's Central Data Exchange, it will ensure that any connections are secure. xxi. All geospatial data created pursuant to this Agreement that is submitted to the State Water Board for use by USEPA or that is submitted directly to USEPA must be consistent with Federal Geographic Data Committee endorsed standards. Information on these standards may be found at www.fgdc.gov. xxii. If the Recipient is a water system that serves 500 or fewer persons, the Recipient represents that it has considered publicly -owned wells as an alternative drinking water supply. xxiii. The Recipient represents that it is not a corporation that has any unpaid Federal tax liability that has been assessed, for which all judicial and administrative remedies have been exhausted or have lapsed, and that is not being paid in a timely manner pursuant to an agreement with the authority responsible for collecting the tax liability; and it is not a corporation that was convicted of a felony criminal violation under a Federal law within the preceding 24 months. xxiv. The Recipient agrees to immediately notify the Project Manager in writing about any allegation of research misconduct involving research activities that are supported in whole or in part with EPA funds under this Project, including fabrication, falsification, or plagiarism in proposing, performing, or reviewing research, or in reporting research results, or ordering, advising, or suggesting that subordinates engage in research misconduct. xxv. The Recipient agrees to comply with, and require all contractors and subcontractors to comply with, EPA's Scientific Integrity Policy, available at https://www.el)a.gov/osa/policy-epa-scientific- inte rit , when conducting, supervising, and communicating science and when using or applying the results of science. For purposes of this condition scientific activities include, but are not limited to, computer modelling, economic analysis, field sampling, laboratory experimentation, Exhibit C City Council 29 — 106 2/7/2023 City of Santa Ana Agreement No.: D2202006 Project No.: 3010038-002C Page 41 of 49 demonstrating new technology, statistical analysis, and writing a review article on a scientific issue. The Recipient shall not suppress, alter, or otherwise impede the timely release of scientific findings or conclusions; intimidate or coerce scientists to alter scientific data, findings, or professional opinions or exert non -scientific influence on scientific advisory boards; knowingly misrepresent, exaggerate, or downplay areas of scientific uncertainty; or otherwise violate the EPA's Scientific Integrity Policy. The Recipient must refrain from acts of research misconduct, including publication or reporting, as described in EPA's Policy and Procedures for Addressing Research Misconduct, Section 9.C, and must ensure scientific findings are generated and disseminated in a timely and transparent manner, including scientific research performed by contractors and subcontractors. xxvi. The Recipient agrees to comply with the Animal Welfare Act of 1966 (7 USC 2131-2156). Recipient also agrees to abide by the "U.S. Government Principles for the Utilization and Care of Vertebrate Animals used in Testing, Research, and Training," available at httr)://Qrants.nih.gov/qrants/olaw/references/r)hspol. htm#USGovPrinci ales. xxvii. The Recipient certifies that no Project Funds will be used on: a. Video surveillance or telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities), telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities); b. Telecommunications or video surveillance services produced by such entities; c. Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of the National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country; or d. Other telecommunications or video surveillance services or equipment in violation of 2 CFR 200.216. xxviii. BABA. The Recipient acknowledges that funds received under this Agreement are subject to the Build America Buy America (BABA) requirements of Public Law 117-58 (the Infrastructure Investment and Jobs Act, also known as the Bipartisan Infrastructure Law (BIL), signed into law on November 15, 2021), which are in addition to "iron and steel products' requirements described in section C.4.3 (i) above. Specifically, unless (1) the Recipient has requested and obtained a waiver from USEPA on file with the State Water Board pertaining to the Project or the Project is otherwise covered by a general applicability waiver, as confirmed in writing by the State Water Board; or (2) the State Water Board and, to the extent the Project is co -funded by any other agency using federal funds subject to BABA requirements, each such agency has advised the Recipient in writing that the BABA requirements are not applicable to the Project, the Recipient shall ensure and certifies that, as these terms are defined within and made applicable by Public Law 117-58: (a) all iron and steel used in the Project are produced in the United States; (b) the manufactured products used in the Project are produced in the United States; and Exhibit C City Council 29 — 107 2/7/2023 City of Santa Ana Agreement No.: D2202006 Project No.: 3010038-002C Page 42 of 49 (c) the construction materials used in the Project are produced in the United States. The Recipient must require its contractors and subcontractors to comply with all applicable BABA requirements and must include the following provision in its contracts and subcontracts under this Agreement: "The contractor acknowledges to and for the benefit of the [name of the Recipient] and the State Water Board that it understands the goods and services under this contract are being funded with federal monies and have statutory requirements commonly known as "Build America, Buy America," that requires all of the iron and steel, manufactured products, and construction materials used in the project to be produced in the United States ("Build America, Buy America Requirements") including iron and steel, manufactured products, and construction materials provided by the contactor pursuant to this contract. The contractor hereby represents and warrants to and for the benefit of the [name of the Recipient] and the State Water Board (a) the contractor has reviewed and understands the Build America, BuyAmerico Requirements, (b) all of the iron and steel, manufactured products, and construction materials used in the project will be and/or have been produced in the United States in a manner that complies with the Build America, Buy America Requirements, unless a waiver of the requirements is approved, and (c) the contractor will provide any further verified information, certification or assurance of compliance with this paragraph, or information necessary to support a waiver of the Build America, Buy America Requirements, as may be requested by the [name of the Recipient] and the State Water Board. Notwithstanding any other provision of this Agreement, any failure to comply with this paragraph by the contractor shall permit the [name of the Recipient] and the State Water Board to recover as damages against the contractor any loss, expense, or cost (including without limitation attorney's fees) incurred by the [name of the Recipient] and the State Water Board resulting from any such failure (including without limitation any impairment or loss of funding, whether in whole or in part from the State Water Board or any damages owed to the State Water Board by the [name of the Recipient]). If the contractor has no direct contractual privity with the State Water Board, as a lender or owardee to the (name of the Recipient] for the funding of its project, the [name of the Recipient] and the contractor agree that the State Water Board is a third -party beneficiary and neither this paragraph (nor any other provision of this Agreement necessary to give this paragraph force or effect) shall be amended or waived without the prior written consent of the State Water Board." The Recipient must inform the State Water Board immediately of any information regarding a violation of the foregoing. Exhibit C City Council 29 — 108 2/7/2023 City of Santa Ana Agreement No.: D2202006 Project No.: 3010038-002C Page 43 of 49 EXHIBIT D — SPECIAL CONDITIONS Executive Order N-6-22 — Russian Sanctions. On March 4, 2022, Governor Gavin Newsom issued Executive Order N-6-22 (the EO) regarding Economic Sanctions against Russia and Russian entities and individuals. "Economic Sanctions' refers to sanctions imposed by the U.S. government in response to Russia's actions in Ukraine, as well as any sanctions imposed under state law. The EO directs state agencies to terminate contracts with, and to refrain from entering any new contracts with, individuals or entities that are determined to be a target of Economic Sanctions. Accordingly, should the State Water Board determine Recipient is a target of Economic Sanctions or is conducting prohibited transactions with sanctioned individuals or entities, that shall be grounds for termination of this Agreement. The State Water Board shall provide Recipient advance written notice of such termination, allowing Recipient at least 30 calendar days to provide a written response. Termination shall be at the sole discretion of the State Water Board. The Recipient represents that the Recipient is not a target of economic sanctions imposed in response to Russia's actions in Ukraine imposed by the United States government or the State of California. The Recipient is required to comply with the economic sanctions imposed in response to Russia's actions in Ukraine, including with respect to, but not limited to, the federal executive orders identified in California Executive Order N-6-22, located at https://www.gov.ca.gov/wp-content/uploads/2022/03/3.4.22-Russia- Ukraine-Executive-Order.pdf and the sanctions identified on the United States Department of the Treasury website (httr)s://home.treasury.gov/policy-issues/financial-sanctions/sanctions-programs-and- country-information/ukraine-russia-related-sanctions). The Recipient is required to comply with all applicable reporting requirements regarding compliance with the economic sanctions, including, but not limited to, those reporting requirements set forth in California Executive Order N-6-22 for all Recipients with one or more agreements with the State of California with an aggregated value of Five Million Dollars ($5,000,000) or more. Notwithstanding any other provision in this Agreement, failure to comply with the economic sanctions and all applicable reporting requirements may result in termination of this Agreement. For Recipients with an aggregated agreement value of Five Million Dollars ($5,000,000) or more with the State of California, reporting requirements include, but are not limited to, information related to steps taken in response to Russia's actions in Ukraine, including but not limited to: 1. Desisting from making any new investments or engaging in financial transactions with Russian institutions or companies that are headquartered or have their principal place of business in Russia; 2. Not transferring technology to Russia or companies that are headquartered or have their principal place of business in Russia; and 3. Direct support to the government and people of Ukraine. Fvhihit r1 City Council 29 — 109 2/7/2023 City of Santa Ana Agreement No.: D2202006 Project No.: 3010038-002C Page 44 of 49 EXHIBIT E — PAYMENT SCHEDULE See the attached preliminary Payment Schedule. The final Payment Schedule will be forwarded to the Recipient after all disbursements have been paid and construction of the Project has been completed. City Council Exhibit E 29 — 110 2/7/2023 EXHIBIT F — TAX CERTIFICATE F.1 Purpose City of Santa Ana Agreement No.: D2202006 Project No.: 3010038-002C Page 45 of 49 The purpose of this Exhibit F is to establish the reasonable expectations of the Recipient regarding the Project and the Project Funds, and is intended to be and may be relied upon for purposes of Sections 103, 141 and 148 of the Code and as a certification described in Section 1.148-2(b)(2) of the Treasury Regulations. This Exhibit F sets forth certain facts, estimates and circumstances which form the basis for the Recipient's expectation that neither the Project nor the Bond Funded Portion of the Project Funds is to be used in a manner that would cause the Obligation to be classified as "arbitrage bonds" under Section 148 of the Code or "private activity bonds" under Section 141 of the Code. F.2 Tax Covenant The Recipient agrees that it will not take or authorize any action or permit any action within its reasonable control to be taken, or fail to take any action within its reasonable control, with respect to the Project which would result in the loss of the exclusion of interest on the Bonds from gross income for federal income tax purposes under Section 103 of the Code. F.3 Governmental Unit. The Recipient is a state or local governmental unit as defined in Section 1.103-1 of the Treasury Regulations or an instrumentality thereof (a "Governmental Unit") and is not the federal government or any agency or instrumentality thereof. FA Financing of a Capital Project The Recipient will use the Project Funds to finance capital expenditures it has incurred or will incur for the construction, reconstruction, installation or acquisition of the Project in accordance with the terms of this Agreement. Such expenditures shall not have previously been financed with the proceeds of any other issue of indebtedness except for interim financing by the Recipient, the date of maturity, prepayment or redemption of which is within thirty (30) days of the date of disbursement of Project Funds under this Agreement. All Project Funds shall be allocated to expenditures by the Recipient within thirty (30) days of the date of disbursement, including (if at all) Project Funds allocated to repay interim financing of the Recipient. For purposes of this Section F.4, "interim financing" means notes, commercial paper, loans, lines of credit and other forms of short- term borrowing. F.5 Ownership and Operation of Project. The Recipient exclusively owns and, except as provided in Section F.12 hereof, operates the Project. F.6 Temporary Period. The Recipient reasonably expects that at least eighty-five percent (85%) of the Bond Funded Portion of the Project Funds will be allocated to expenditures for the Project within three (3) years of the earlier of the effective date of this Agreement or the date the Bonds are issued ("Applicable Date"). The Recipient has incurred, or reasonably expects that it will incur within six (6) months of the Applicable Date, a substantial binding obligation (i.e., not subject to contingencies within the control of the Recipient or a related party) to a third party to expend at least five percent (5%) of the Bond Funded Portion of the Project Funds on Project Costs. The completion of acquisition, construction, improvement and equipping of the Project and the allocation of the Bond Funded Portion of the Project Funds to Project Costs will proceed with due diligence. F.7 Working Capital. City Council Exhibit 29 —111 2/7/2023 City of Santa Ana Agreement No.: D2202006 Project No.: 3010038-002C Page 46 of 49 No operational expenditures of the Recipient or any related entity are being, have been or will be financed or refinanced with Project Funds. F.8 Expenditure of Proceeds The Bond Funded Portion of the Project Funds shall be used exclusively for the following purposes: (i) Reimbursement Expenditures (as defined in Section F.20 below), (ii) Preliminary Expenditures (as defined in Section F.20 below) in an aggregate amount not exceeding twenty percent (20%) of the Bond Funded Portion of the Project Funds, (iii) capital expenditures relating to the Project originally paid by the Recipient on or after the date hereof, (iv) interest on the Obligation through the later of three (3) years after the Applicable Date or one (1) year after the Project is placed in service, and (v) initial operating expenses directly associated with the Project in the aggregate amount not more than five percent (5%) of the Bond Funded Portion of the Project Funds. F.9 Private Use and Private Payments. No portion of the Project Funds or the Project is being, has been or will be used in the aggregate for any activities that constitute a Private Use (as defined below). No portion of the principal of or interest with respect to the Payments will be secured by any interest in property (whether or not the Project) used for a Private Use or in payments in respect of property used for a Private Use, or will be derived from payments in respect of property used for a Private Use. 'Private Use" means any activity that constitutes a trade or business that is carried on by persons or entities, other than a Governmental Unit. The leasing of the Project or the access by or the use of the Project by a person or entity other than a Governmental Unit on a basis other than as a member of the general public shall constitute a Private Use. Use by or on behalf of the State of California or any of its agencies, instrumentalities or subdivisions or by any local Governmental Unit and use as a member of the general public will be disregarded in determining whether a Private Use exists. Use under an arrangement that conveys priority rights or other preferential benefits is generally not use on the same basis as the general public. Arrangements providing for use that is available to the general public at no charge or on the basis of rates that are generally applicable and uniformly applied do not convey priority rights or other preferential benefits. For this purpose, rates may be treated as generally applicable and uniformly applied even if (i) different rates apply to different classes of users, such as volume purchasers, if the differences in rates are customary and reasonable; or (ii) a specially negotiated rate arrangement is entered into, but only if the user is prohibited by federal law from paying the generally applicable rates, and the rates established are as comparable as reasonably possible to the generally applicable rates. An arrangement that does not otherwise convey priority rights or other preferential benefits is not treated, nevertheless, as general public use if the term of the use under the arrangement, including all renewal options, is greater than 200 days. For this purpose, a right of first refusal to renew use under the arrangement is not treated as a renewal option if (i) the compensation for the use under the arrangement is redetermined at generally applicable, fair market value rates that are in effect at the time of renewal; and (ii) the use of the financed property under the same or similar arrangements is predominantly by natural persons who are not engaged in a trade or business. F.10 No Sale, Lease or Private Operation of the Project. The Project (or any portion thereof) will not be sold or otherwise disposed of, in whole or in part, to any person who is not a Governmental Unit prior to the final maturity date of the Obligation. The Project will not be leased to any person or entity that is not a Governmental Unit prior to the final maturity date of the Obligation. Except as permitted under Section F.12 hereof, the Recipient will not enter any contract or arrangement or cause or permit any contract or arrangement to be entered with persons or entities that are not Governmental Units if that contract or arrangement would confer on such persons or entities any right to use the Project on a basis different from the right of members of the general public. The contracts or arrangements contemplated by the preceding sentence include but are not limited to management contracts, take or pay contracts or put or pay contracts, and capacity guarantee contracts. F.11 No Disproportionate or Unrelated Use. No portion of the Project Funds or the Project is being, has been, or will be used for a Private Use that is unrelated or disproportionate to the governmental use of the Project Funds. City Council Exhibit 29 — 112 2/7/2023 City of Santa Ana Agreement No.: D2202006 Project No.: 3010038-002C Page 47 of 49 F.12 Management and Service Contracts The Recipient represents that, as of the date hereof, it is not a party to any contract, agreement or other arrangement with any persons or entities engaged in a trade or business (other than Governmental Units) that involve the management or operation of property or the provision of services at or with respect to the Project that does not comply with the standards of the Treasury Regulations, or Revenue Procedure 2017-13, as applicable. The Recipient represents that it will not be party to any such contract, agreement or arrangement with any person or entity that is not a Governmental Unit for the management of property or the provision of services at or with respect to the Project, while the Obligation (including any obligation or series thereof issued to refund the Obligation, as the case may be) is outstanding, except: (a) with respect to any contract, agreement or arrangement that does not constitute "private business use' of the Project under Code §141(b), or (b) with respect to any contract, agreement or arrangement that complies with (i) Revenue Procedure 97-13, 1997-1 C.B. 632, as amended by Revenue Procedure 2001-39, 2001-2 C.B. 38, and as amplified by Notice 2014-67, with respect to contracts entered into before August 18, 2017 and not materially modified or extended after August 18, 2017, or (ii) Revenue Procedure 2017-13, with respect to contracts entered into or materially modified or extended on or after August 18, 2017, or (c) with respect to any contract, agreement or arrangement that does not give rise to use of the Bond Funded Portion of the Project Funds or the Project by a non -Governmental Unit of more than the amount of such non -qualified use permitted by the Code, or (d) in the event that the Recipient receives an opinion of counsel, satisfactory to the State Water Board and the Bank and expert in the issuance of state and local government bonds the interest on which is excluded from gross income under Section 103 of the Code ("Nationally -Recognized Bond Counsel'), that such contract, agreement or arrangement will not adversely affect the exclusion of the interest on the Obligation from gross income for federal income taxation purposes. F.13 No Disposition of Financed Property. As of the date hereof, the Recipient does not expect to sell or otherwise dispose of any portion of the Project, in whole or in part, prior to the final maturity date of the Obligation. F.14 Useful Life of Project. As of the date hereof, the Recipient reasonably expects that the economic useful life of the Project, commencing at Project Completion, will be at least equal to the term of this Agreement, as set forth in Exhibit A hereto. F.15 Payments. Payments generally are expected to be derived from assessments, taxes, fees, charges or other current Revenues of the Recipient in each year, and such current Revenues are expected to equal or exceed the Payments during each payment period. Any amounts accumulated in a sinking fund or bona fide debt service fund to pay Payments (whether or not deposited to a fund or account established by the Recipient) will be disbursed to pay Payments within thirteen months of the initial date of accumulation or deposit. Any such fund used for the payment of Payments will be depleted once a year except for a reasonable carryover amount not exceeding the greater of earnings on such fund or one -twelfth of the Payments in either case for the immediately preceding year. F.16 No Other Replacement Proceeds. The Recipient will not use any of the Bond Funded Portion of the Project Funds to replace or substitute other funds of the Recipient that were otherwise to be used to finance the Project or which are or will be used to acquire securities, obligations or other investment property reasonably expected to produce a yield that is materially higher than the yield on the Bonds. F.17 No Sinking or Pledged Fund Except as set forth in Section F.18 below, the Recipient will not create or establish any sinking fund or pledged fund which will be used to pay Payments on the Obligation within the meaning of Section 1.148-1(c) of the Treasury Regulations. If any sinking fund or pledged fund comes into being with respect to the Obligation before City Council Exhibit 29 — 113 2/7/2023 City of Santa Ana Agreement No.: D2202006 Project No.: 3010038-002C Page 48 of 49 the Obligation has been fully retired which may be used to pay the Payments, the Recipient will invest such sinking fund and pledged fund moneys at a yield that does not exceed the yield on the Bonds. F.18 Reserve Amount. The State Water Board requires that the Recipient maintain and fund a separate account in an amount equal to one (1) year of debt service with respect to the Obligation (the "Reserve Amount") as set forth in Exhibit B. The Recipient represents that the Reserve Amount is and will be available to pay debt service with respect to the Obligation, if and when needed. The Reserve Amount consists solely of revenues of the Recipient and does not include any proceeds of any obligations the interest on which is excluded from gross income for federal income tax purposes or investment earnings thereon. The aggregate of the Reserve Amount, up to an amount not exceeding the lesser of (i) ten percent of the aggregate principal amount of the Obligation, (ii) the maximum annual debt service with respect to the Obligation, or (iii) 125 percent of the average annual debt service with respect to the Obligation, will be treated as a reasonably required reserve fund. F.19 Reimbursement Resolution. The "reimbursement resolution" adopted by the Recipient is incorporated herein by reference. F.20 Reimbursement Expenditures Reimbursements are disallowed, except as specifically authorized in Exhibit B or Exhibit D of this Agreement. To the extent so authorized, a portion of the Bond Funded Portion of the Project Funds may be applied to reimburse the Recipient for Project Costs paid before the date hereof, so long as the Project Cost was (i) not paid prior to sixty (60) days before the Recipient's adoption of a declaration of official intent to finance the Project, (ii) not paid more than eighteen (18) months prior to the date hereof or the date the Project was placed -in-service, whichever is later, and (iii) not paid more than three (3) years prior to the date hereof (collectively, "Reimbursement Expenditures'), unless such cost is attributable to a "preliminary expenditure." Preliminary expenditure for this purpose means architectural, engineering, surveying, soil testing and similar costs incurred prior to the commencement of construction or rehabilitation of the Project, but does not include land acquisition, site preparation and similar costs incident to the commencement of acquisition, construction or rehabilitation of the Project. Preliminary expenditures may not exceed 20% of the Bond Funded Portion of the Project Funds. F.21 Change in Use of the Project. The Recipient reasonably expects to use all of the Bond Funded Portion of the Project Funds and the Project for the entire stated term to maturity of the Obligation. Absent an opinion of Nationally -Recognized Bond Counsel to the effect that such use of the Bond Funded Portion of the Project Funds will not adversely affect the exclusion from federal gross income of interest on the Bonds pursuant to Section 103 of the Code, the Recipient will use the Bond Funded Portion of the Project Funds and the Project solely as set forth in this Agreement. F.22 Rebate Obligations. If the Recipient satisfies the requirements of one of the spending exceptions to rebate specified in Section 1.148-7 of the Treasury Regulations, amounts earned from investments, if any, acquired with the Bond Funded Portion of the Project Funds will not be subject to the rebate requirements imposed under Section 148(f) of the Code. If the Recipient fails to satisfy such requirements for any period, it will notify the State Water Board and the Bank immediately and will comply with the provisions of the Code and the Treasury Regulations at such time, including the payment of any rebate amount calculated by the State Water Board or the Bank. F.23 No Federal Guarantee The Recipient will not directly or indirectly use any of the Bond Funded Portion of the Project Funds in any manner that would cause the Bonds to be "federally guaranteed" within the meaning of Section 149(b) of the Code, taking into account various exceptions including any guarantee related to investments during an initial temporary period until needed for the governmental purpose of the Bonds, investments as part of a bona fide debt City Council txnioii r29 — 114 2/7/2023 City of Santa Ana Agreement No.: D2202006 Project No.: 3010038-002C Page 49 of 49 service fund, investments of a reasonably required reserve or replacement fund, investments in bonds issued by the United States Treasury, investments in refunding escrow funds or certain other investments permitted under the Treasury Regulations. F.24 Amendments The provisions in this Exhibit may be amended, modified or supplemented at any time to reflect changes in the Code upon obtaining written approval of the State Water Board and the Bank and an opinion of Nationally - Recognized Bond Counsel to the effect that such amendment, modification or supplement will not adversely affect the exclusion from federal gross income of interest on the Bonds pursuant to Section 103 of the Code. F.25 Reasonable Expectations The Recipient warrants that, to the best of its knowledge, information and belief, and based on the facts and estimates as set forth in the tax covenants in this Exhibit, the expectations of the Recipient as set forth in this Exhibit are reasonable. The Recipient is not aware of any facts or circumstances that would cause it to question the accuracy or reasonableness of any representation made in the provisions in this Exhibit. F.26 Assignment. The Recipient consents to any pledge, sale, or assignment to the Bank or a trustee for the benefit of the owners of the Bonds, if any, at any time of any portion of the State Water Board's estate, right, title, and interest and claim in, to and under this Agreement and the right to make all related waivers and agreements in the name and on behalf of the State Water Board, as agent and attorney -in -fact, and to perform all other related acts which are necessary and appropriate under this Agreement, if any, and the State Water Board's estate, right, title, and interest and claim in, to and under this Agreement to Payments (but excluding the State Water Board's rights to Additional Payments and to notices, opinions and indemnification under each Obligation). City Council Exhibit 29 — 115 2/7/2023 F. J u� L W 0 6 O . F a a 'a F F- az 0 0 0 0 0 0 0 0 C C 0 0 0 0 0 � t t o 0 0 o 0 0 0 O O O O— o 0 0 0 t O O rr� (� h V1 N M M M N O V' O N 'Y N V V M N N T IO IO N P N P M M ti ti ti ti ti ti ti ti ti ti ti O O ti 'r 'r _r _r _r _r _r ti ti O O O O O O O O O O O O O O O O O J J J J J 1 J J J J J N N N N N N N N N CI f J P P P P P n P P P P P h h h P P P P P P P P P y N O N CN N 7 City Clerk's Office www.santa-ana.org/city-clerks-office Item # 30 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report February 7, 2023 TOPIC: Assembly Bill 361 AGENDA TITLE: Teleconferencing for Meetings of City Council and All Boards, Committees, and Commissions Pursuant to the Provisions of Assembly Bill 361 RECOMMENDED ACTION Adopt a resolution to consider continuing the use of teleconferencing for City Council, board, committee, and commission meetings pursuant to the provisions of Assembly Bill 361 for the next 30 days. DISCUSSION On March 17, 2020, Governor Gavin Newsom issued Executive Order N-29-20, suspending certain provisions of the Brown Act to allow legislative bodies to conduct their meetings completely telephonically or by other electronic means. City Council meetings have been conducted by Zoom, with councilmembers and staff joining from remote locations when necessary. The suspension of certain provisions of the Brown Act was further extended by Governor Newsom on June 11, 2021 by the issuance of Executive Order N-08-21, which continued to allow completely virtual City Council (and other legislative body) meetings. This order stayed in effect until September 30, 2021. In response, AB 361 was signed into effect by Governor Newsom on September 16, 2021. It amends the Brown Act to allow legislative bodies to meet virtually, provided there is a state of emergency, and either (1) state or local officials have imposed or recommended measures to promote social distancing, or (2) the legislative body determines by majority vote that meeting in person would present imminent risks to the health and safety of attendees. The City of Santa Ana's current practices with respect to live public comment via Zoom already satisfy all of the new requirements in AB 361. Additionally, the individual legislative bodies can make their own findings for the AB 361 teleconferencing City Council 30-1 2/7/2023 Assembly Bill 361 February 7, 2023 Page 2 resolution for future meetings. Determinations to continue to utilize remote meetings as allowed by AB 361 must be re -visited by the legislative body every 30 days with the support of new findings. Staff recommends this extension period to act as a helpful transitional stage for boards, committees, and commissions who still currently meet virtually. Most recently, on January 17, 2023, the City Council adopted Resolution No. 2023-003, making the required findings under AB 361 to allow the City to continue to offer teleconference accessibility for public meetings after September 30, 2021, to help mitigate the spread of COVID-19. The attached resolution (Exhibit 1) declares additional findings to allow for the continued use of teleconferencing for City Council, board, commission, and committee meetings pursuant to AB 361. ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT There is no fiscal impact associated with this action. 1. Resolution Submitted By: Norma Orozco, Acting City Clerk Approved By: Kristine Ridge, City Manager City Council 30-2 2/7/2023 RESOLUTION 2023-xxx A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA, CALIFORNIA AUTHORIZING THE USE OF REMOTE TELECONFERENCING PROVISIONS (AB 361) WHEREAS, the Ralph M. Brown Act (Government Code section 54950 et seq.) generally requires local agencies meeting via teleconference, including through other virtual or electronic means, to, among other things, provide public access at each location in which members of the legislative body are teleconferencing; and WHEREAS, Assembly Bill 361 (AB 361) amends Government Code section 54953 to allow local agencies to meet fully virtually, without fully adhering to the rules otherwise applicable to teleconferencing, during a proclaimed state of emergency if state or local officials have imposed or recommended measures to promote social distancing; and WHEREAS, the Governor issued a proclamation declaring a state of emergency on March 4, 2020 due to the COVID-19 pandemic, pursuant to section 8625 of the California Emergency Services Act, and this proclaimed state of emergency currently remains in effect; and WHEREAS, the City Council of the City of Santa Ana declared a local emergency on March 17, 2020 pursuant to Santa Ana Municipal Code section 2-404A (now section 2-646A); and WHEREAS, in order to continue teleconferencing pursuant to the provisions of AB 361, the City Council is required to make certain findings every thirty (30) days; and WHEREAS, the City Council of the City of Santa Ana, consistent with those provisions, approved Resolutions 2021-055, 2021-66, 2021-072, 2021-088; 2022-004, 2022-015, 2022-021, 2022-026, 2022-033, 2022-037; 2022-043; 2022-050; 2022-063; 2022-070; 2022-073; 2022-077; 2022-087; 2022-090; 2022-094; 2022-103; and 2023- 003 authorizing the use of remote teleconferencing provisions pursuant to AB 361; and WHEREAS, the City Council of the City of Santa Ana has reconsidered the circumstances of the state of emergency; and WHEREAS, state and local officials continue to recommend measures to promote social distancing to prevent the spread of COVID-19; and WHEREAS, the continuation of remote teleconferencing will allow for full participation by members of the public and the members of the City legislative bodies until social distancing recommendations are lifted; and WHEREAS, the City Council of the City of Santa Ana desires to continue to utilize remote teleconferencing pursuant to AB 361 and Government Code section 54953(e). Resolution 2023-XXX City Council 30 — 3 2/ of 3 NOW THEREFORE BE IT RESOLVED, by the City Council of the City of Santa Ana as follows: SECTION 1. The above recitals are true and correct and shall be the findings of the City of Santa Ana's City Council and each and every other legislative body of the City. SECTION 2. The City Council of the City of Santa Ana hereby authorizes the use of remote teleconferencing pursuant to AB 361. SECTION 3. The City Council and all other legislative bodies of the City of Santa Ana created by the City Council or created through its City Charter shall continue to meet virtually in accordance with Government Code section 54953(e) and without compliance with section 54953(b)(3) based upon the findings and determinations hereby made by the City Council. SECTION 4. The City Clerk shall attest to and certify to the passage and adoption of this resolution and it shall be effective immediately upon its approval. ADOPTED this _ day of February, 2023. APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: 'Ta,. K. Laura A. Rossini Chief Assistant City Attorney AYES: NOES: ABSTAIN: NOT PRESENT: Councilmembers Councilmembers Councilmembers Councilmembers Valerie Amezcua Mayor Resolution 2023-XXX Pag ity ouncil 30 — 4 2/7/2023 CERTIFICATE OF ATTESTATION AND ORIGINALITY I, Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2023- to be the original Resolution adopted by the City Council of the City of Santa Ana on 2023. Date: Clerk of the Council City of Santa Ana Resolution 2023-XXX City Council 30 — 5 2/ of 3 City Clerk's Office www.santa-ana.org/city-clerks-office Item # 31 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report February 7, 2023 TOPIC: City Council Standing Subcommittee Appointments AGENDA TITLE: Review the City Council Standing Subcommittees Interest List and Appoint Members RECOMMENDED ACTION Review the City Council Standing Subcommittees interest list and appoint members to serve as representatives through December 2024 to the: 1. School Collaboration City Council Subcommittee 2. Public Safety and Homelessness City Council Standing Subcommittee 3. Legislative City Council Standing Subcommittee 4. Joint School Collaboration City Council Standing Subcommittee DISCUSSION School Collaboration City Council Subcommittee At the September 7, 2021 City Council meeting, the City Council adopted Resolution No. 2021-051 establishing the School Collaboration City Council Subcommittee. The purpose of the School Collaboration City Council Subcommittee is to discuss creating opportunities to collaborate with educational institutions that serve Santa Ana, including public school districts (such as the Santa Ana Unified School District, Garden Grove Unified School Districts, and others), private schools, charter schools, higher education institutions, and others to improve service delivery, as well as identify existing joint -use agreements and opportunities for joint use for City -owned and school district -owned facilities. Public Safety and Homelessness City Council Subcommittee At the December 21, 2021 City Council meeting, the City Council adopted Resolution No. 2021-089 establishing the Public Safety and Homelessness City Council Standing Subcommittee. The purpose of the Public Safety and Homelessness City Council Standing Subcommittee is to discuss the following topics: public safety services (police and fire); homelessness; homeless services; how to provide relief to residents, business owners, and other community members relating to homelessness; impacts of City Council 31 — 1 2/7/2023 City Council Standing Subcommittee Appointments February 7, 2023 Page 2 homelessness on the quality of life of community member; the effects of homelessness on public safety; and any other topics related thereto. Legislative City Council Subcommittee At the December 21, 2021 City Council meeting, the City Council adopted Resolution No. 2021-089 also establishing the Legislative City Council Standing Subcommittee. The purpose of the Legislative City Council Standing Subcommittee is to discuss the following topics: provide guidance and direction to help facilitate the City's legislative affairs efforts; make recommendations to the City Council relating to setting legislative priorities and directing legislative advocacy; making policy recommendations relating to how the City may respond to legislative actions that may affect the City; provide guidance to City staff on legislative activities; and any other topics related thereto. Joint School Collaboration City Council Subcommittee At the April 19, 2022 City Council meeting, the City Council adopted Resolution No. 2022-028 establishing the Joint School Collaboration City Council Subcommittee between the City of Santa Ana and the Santa Ana Unified School District. The purpose of the Joint School Collaboration City Council Standing Subcommittee would be to discuss issues of mutual interest between the City and SAUSD focusing on youth services and including but not limited to, joint use of SAUSD and City facilities; library facilities; educational programs; and other topics related thereto. Membership of each City Council Subcommittee School Collaboration City Council Subcommittee Current members on School Collaboration City Council Subcommittee are Mayor Pro Tern Lopez and Councilmember Hernandez. Former Councilmember Mendoza was previously a member on the School Collaboration City Council Subcommittee. Joint School Collaboration City Council Subcommittee Current members on School Collaboration City Council Subcommittee are Mayor Pro Tern Lopez and Councilmember Hernandez. Former Councilmember Mendoza was previously a member on the School Collaboration City Council Subcommittee. Mayor Amezcua and Mayor Pro Tern Lopez have expressed interest in serving on the Joint School Collaboration City Council Subcommittee Public Safety and Homelessness City Council Standing Subcommittee Current members on Public Safety and Homelessness City Council Standing Subcommittee are Councilmembers Bacerra and Hernandez. Former Councilmember Mendoza was previously a member on the Public Safety and Homelessness City Council Standing Subcommittee. Mayor Amezcua and Councilmember Bacerra have expressed interest in serving on the Public Safety and Homelessness City Council Standing Subcommittee. City Council 31 — 2 2/7/2023 City Council Standing Subcommittee Appointments February 7, 2023 Page 3 Legislative City Council Standing Subcommittee Current members on Legislative City Council Standing Subcommittee and Mayor Pro Tern Lopez and Councilmember Penaloza. Former Mayor Sarmiento was previously a member on the Legislative City Council Standing Subcommittee. Mayor Amezcua and Mayor Pro Tem Lopez have expressed interest in serving on the Legislative City Council Standing Subcommittee. FISCAL IMPACT There is no fiscal impact associated with this action. Submitted By: Norma Orozco, Acting City Clerk Approved By: Kristine Ridge, City Manager City Council 31 — 3 2/7/2023 Community Development Agency santa-ana.org/community-development Item # 2 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report February 7, 2023 TOPIC: Quarterly Report for Housing Choice Voucher Program AGENDA TITLE: Quarterly Report for the Housing Choice Voucher Program for the Period of October 1, 2022 to December 31, 2022 RECOMMENDED ACTION Receive and file the Quarterly Report for the Housing Choice Voucher Program for the period of October 1, 2022 to December 31, 2022. DISCUSSION The October 1, 2022 to December 31, 2022 Quarterly Report for the Housing Choice Voucher (HCV) Program provides statistics for the day-to-day activities of the Santa Ana Housing Authority. The report is divided into three (3) sections: Applicants, Participants, and Production. Applicants The Santa Ana Housing Authority accepted applications from May 2, 2022 through May 31, 2022 and received a total of 20,759 applications. A random lottery procedure was applied and the Santa Ana Housing Authority accepted 7,500 of the 20,759 applications to establish a 2022 HCV Waiting List. Charts 1 and 2 depict the characteristics of those applicants currently on the Waiting List. As of December 31, 2022, the Housing Authority has not selected any applicants from the 2022 HCV Waiting List. Chart 1 illustrates the percentage of applicants on the 1. Residency Preference 2022 HCV Waiting List who live or work in Santa Ana. veterans Live or These applicants are given a preference on the Work in Waiting List together with U.S. Military Veterans. Santa Ana 1 S% Live or Work in Santa Ana 95% City Council 2-1 2/7/2023 Quarterly Report for Housing Choice Voucher Program February 7, 2023 Page 2 Chart 2 illustrates the number of applicants by total household size. The majority of applicants on the Waiting List consist of only one (1) or two (2) household members. Over half of all applicants (4,685 of the 7,500 applicants or 62%) have one (1) or two (2) member households and would qualify for a one -bedroom voucher. The Santa Ana Housing Authority's occupancy standard is one (1) bedroom for every two (2) family members. Participants 2. Household Size 3500 2888 3000 — p 2500 ` amoo - n97 v 1500 1090 906 E 1000 4, I I z 500 00 8( o � 2 3 4 5 6 J People per Houshold At the end of the reporting period, there were 3,027 households receiving rental assistance from the HousingAuthority. 4P6% Y s% Chart 3 illustrates participating families, sorted by number of family members. Over three -fourths (87%) of families receiving assistance have three (3) or fewer members. Chart 4 illustrates the family type for program participants. Over half (69%) of participating households have elderly and/or disabled members. ["Other" consists of households that are non -elderly, non -disabled, with no minor children.] 3 People 13% 3. Family Size 5 People 6 People 5% 2% 2 People 25% 4. Family Type Other 15% 29 11 9 8 9 10+ I Person 49% Family Disabled '0 16% . 43% Elderly 26% City Council 2-2 2/7/2023 Quarterly Report for Housing Choice Voucher Program February 7, 2023 Page 3 Chart 5 depicts participants by percentage of Orange County median income. As of December 31, 2022, the County's median income is $119,100 per year for a family of four. Approximately 90% of families on the program earn less than 30% of the median income, which is $40,650 per year for a family of four (4). 5. Income as Percentage of Median Below 5C'.; Meat: 9% Below 80% of Median 1% low 3096 Median 90% Participants' incomes come from a variety of sources, as illustrated in Chart 6. A total of 36% of participating 6. Source of Income families have income from employment. 7e% 62% 50% Participating families a a portion of their month) P g pay P Y S0% 36% rent based upon their income and the payment 40% 30% standard for their unit. The Housing Authority pays the ' 20% 14% difference between the tenant's portion and the 8% 10% _ ■ contract rent. This is the Housing Assistance payment g 0% With Any With any With any With any Payment (HAP). The average HAP for October 1, Wages Welfare SSI/SS either Income 2022 to December 31, 2022 was $1,395. *Note: Chart 6 does not add up to 100% because the income of some participants comes from multiple sources. Production HQS Inspections: At least once every two (2) years, 7, HQS Inspections the Housing Authority must inspect each assisted -unit 140 139 to ensure it meets HUD's Housing Quality Standards 130 29 (HQS) in compliance with the federal 120 . 6 , regulations. From October 1, 2022 to December 31, 110 2022 a total of 384 inspections and re -inspections of 100 Oct Nov Dec our assisted -units were performed of which 73 inspections failed. Chart 7 illustrates the number of pecticn Months inspections performed on a monthly basis during the reporting period. City Council 2-3 2/7/2023 Quarterly Report for Housing Choice Voucher Program February 7, 2023 Page 4 Recertifications / Interims: Each year, the Housing Authority must re -certify every assisted -family to verify the family is still eligible for assistance. In addition, when a participant's income changes, an interim examination must be performed. During the reporting period, a total of 891 recertifi cations and interims were conducted. Chart 8 illustrates the number of 8. Re -exams and Interims 400 300 -- 113 zoo 66 100 —. 208 191 0 oft Nav Ne recertifications and interims performed. • Re -exams Interims Other Change of Unit: These actions are completed when a family moves to a different rental unit. Eighteen (18) change of unit actions were processed during the reporting period. New Admissions: This action is completed when a family is admitted to the HCV Program. Ninety-three (93) new admissions were processed during the reporting period. End of Participation: This action is completed when the family is no longer interested in participating in the program, the family becomes deceased, the family is no longer eligible for the program, or the family is terminated from the program due to program violations. Twenty-nine (29) end of participations were processed during the reported period. Expired Vouchers: This action is completed when an applicant is unable to locate a unit within the timeframe of the voucher and all extensions have been exhausted or no extension is requested. There were forty-eight (48) expired vouchers processed during the reporting period. FISCAL IMPACT There is no fiscal impact associated with this action. Submitted By: Michael L. Garcia, Executive Director of Community Development Approved By: Kristine Ridge, City Manager City Council 2-4 2/7/2023